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Damages, Statute of Frauds, Quasi Contract, List of abbreviations: BP:…

- - - - enforeable?
      - consideration
        
        bargain for
        
        Reciprocal Inducement
        
        exception: pEE estoppel
        
        reasonable reliance on the pOR's promise
        
        LD to pEE
        
        Bilateral K
        
        mutuality of obligation
        
        When there's a K for a promise for a dif promise, both parties need to incur a legal detriment for there to be M.o.O.
        
        Illusory Promise
        
        Legal Duty Rule
        
        Once in K, party can't ask for more to do the work they were already supposed to do.
        
        Exceptions:
        
        Limited Duty (ex. cop acting outside his jurisdiction collects reward)
        
        Similar: party adds a little extra (not so little a court would see it as a pretense of bargain)
        
        Change in Circumstances
        
        Reliance on an agreed upon modification
        
        Sec. 2-209: can modify sale of goods K if done in good faith
        
        Sec. 2-209 by analogy
        
        3rd Party Beneficiary: O + J enter K to win at horse race. X will also pay J if he wins. New K btwn X + J doesn't need consid.
        
        Modifying condition: if essential to consideration can't waive.
        
        Batsakis v. Demotsis
        
        Synopsis: Plaintiff argued three different defenses as to why she didn't have to comply with contract and pay $2000 USD.
        
        Want of Consideration: There was no contract/agreement in the first place. Or a promise was made in exchange for nothing.
        
        Failure of Consideration: There was a contract/agreement but it was breached/wasn't followed
        
        Inadequacy of Consideration: inequality in amounts exchanged. However, "mere inadequacy does not void a contract"
        
        What if there was gross inadequacy?
        
        Raises red flags that something might be wrong. Ex. lack of capacity, fraud, mistake, duress/undue influence.
        
        1 more item...
        
        It doesn't mean there was no consideration, so it doesn't void the contract outright. BUT:
  - - - "clear, definite, explicit, and leave nothing open for negotiation
        
        Are ads O?
        
        G. Rule: No. They are an invitation for an offer
        
        Unless ad promises some performance in return for something requested (ex. Be the first in line and we'll give you a free coat)
        
        Exception 2: Rewards (ex. find my dog and I'll pay you $500)
        
        Things said in "jest" are not O
        
        favors are not business O
  - - - Specified time
      - Reasonable Time
        
        depends on circumstances of convo and facts
        
        face-to-face convo: ordinarily until end of convo to A, then O expires
        
        Midnight Rule: g.R for mail, A should be given by midnightof day received O letter
    - - rejection
        
        implied
        
        explicit
      - counter-offer
        
        what doesn't count as a C/O
        
        Mere Inquiry
        
        Implied in the offer
        
        "under advisement"
        
        Sec. 2-207 Sale of Goods allows for additional terms in A to be added as long as A is definite + seasonable
        
        Sec. 2-207 by analogy
    - - Revoke
        
        Implicit/Explicit
        
        Direct/Indirectly
        
        g.R: oOR can revoke at any time before A
        
        Exception: Irrevocable O
        
        In exchange for consid. (ex. $300 to keep open)
        
        Reliance on O creates an OPTION K (ex. oEE begins performance)
        
        Reliance by using O: oEE undergoes expenses, forgoes alternative commitments
        
        UCC Sec. 2-205: Sale of Goods K are IrREV w/in Reas T. (b/c option K) even w/o consideration
        
        UCC Sec. 2-205 by analogy
  - - - If O specifies method, then must use that method
        
        if not, can respond in any reas. way
      - Can use medium that oOR used (always considered reas.)
    - - by mail/text: effective when oEE sends A
        
        Exception: Receipt Rule for Electronic (only 2 states)
    - - g.R: Doing act is suf. to A the O, notice not nec.
        
        Exception: Notice (verbal/written A) is nec. if oEE act won't quickly come to the attention of the oOR.
    - - g.R: Silence is not an A.
        
        Exception 1: Duty to respond (ex. Insurance Co. has a duty to respond promptly to potential iEE)
        
        Exception 2: Silence is A if in past dealings a silence has been an A
        
        Exception 3: Unjust Enrichment / Reliance (ex. ▲ had plenty of time to reject or inform π that they didn't want X. π relied on ▲'s silence acceptance to be compensated)
- - - - G. Rule: Specific Performance is only available when "no adequate remedy at law exists" ($ damages not good enough)
        
        What are situations when specific performance can be requested?
        
        Conjectural: Is the price of the performance demanded for volatile, has ups and downs
        ex. Land prices are oftentimes conjectural, therefore can force someone to sell/buy land
        
        Unique: Is the performance asked for unique?
        Ex. Land is oftentimes unique. A specialist doctor might be unique.
      - Why does the court not like this specific remedy?
        
        Usually results in either bad workmanship, or further suits. Court wants to avoid extra work and economic waste
- - - - Do courts enforce L.D. clauses in contracts?
        
        G. Rule: Yes, unless the L.D. Clause is a penalty.
        
        What constitutes a penalty?
        
        Damages resulting from B.o.C. were difficult to ascertain at the time contract was made.
        
        Damages in L.D. clause are a reasonable estimation of damages
        
        When in doubt courts will side w/ the NBP
        
        Does the NBP need to mitigate?
        
        1 more item...
        
        What if L.D. clause is deemed a penalty, and L.D. clause is unenforceable?
        
        You can still sue for all other types of damages (expectation, reliance, etc.)
        
        But if L.D. is enforceable, you are not entitled to any other form of damages/remedies
        
        NPS, LLC v. Minihane
    - - Def: damages measured based on what the NBP was expecting to get
        
        "NBP needs to be placed in as good a position as they would have been had the contract been performed" - Firestone
        
        what position did parties agree to?
        
        Van Zee
        
        Synopsis: Court reporter wants bad finger fixed, but doctor didn't guarantee results
        
        doctor provided fair warning, and it is reasonable to assume that the doctor used words of reassurance
        
        McGee
        
        Doctor "guaranteed perfect hand"
        
        doctor used language of contract so he must pay what he agreed to by "inducing" client. which is a perfect hand.
        
        What position would NBP be if contract had been performed?
        
        Peevyhouse v. Garland Oil Co
        
        cost of performance vs. value rule
        
        G. Rule: Use cost of performance UNLESS
        
        2 more items...
        
        Synopsis: landowner leased to an oil co., contract included a clause that once oil co. finished they perform repairs on land. Repairs were expensive, land wouldn't increase in value much after performance.
        
        Is BP responsible for "special circumstances" resulting from the breach of contract?
        
        Hadley v. Baxendale
        
        Synopis: Mill's machine breaks, they send machine part to repair. The part takes longer then expected to arrive. Mill loses profits. Sues for profits lost
        
        G. Rule: Foreseeability
        
        (General Circumstances) BP is responsible for losses arising "naturally" from a breach of contract, from knowledge that is "imputed", or assumed that the BP should/must know
        
        (Special Circumstances) BP is responsible for damages that the BP had "actual knowledge" of at the making of the contract
      - Mitigating damages
        
        Def: responsibility of the NBP to to make a "reasonable effort" to lower damages, to avoid unnecessary economic waste.
        
        Parker v. 20th Century Fox
        
        Synopsis: Actress gets moved from dancing film to western.
        
        If NBP mitigates, damages are the amount agreed on minus the amount NBP was able to earn
        
        If NBP does not mitigate, damages are amount agreed upon minus the value that BP can prove NBP could have mitigated
    - - Def: "put NBP in as good a position had the contract not been made". Damages measured by expenses by NBP
      - Security Stove
        
        Synopsis: Shipping stove didn't arrive to exhibit on time. NBP didn't expect profits, just expenses like hotel, planning, etc.
        
        Can damages be based on projections? How certain do we have to be of losses?
        
        Kenford v. Erie County
        
        Synopsis: stadium building case; no actual proof of future profit. Just projections and data. No market history.
        
        G. Rule: Damages can't be merely speculative, must be reasonably certain.
      - Can we hold BP liable for expenses made before they signed a contract?
        
        Anglia's T.V. Ltd. v. Reed
        
        Synopsis: Actor breached contract, director couldn't find replacement. Sues actor for cost of producing movie.
        
        G. Rule: BP liable for damages that grow out of (arise from) BP's breach. Regardless of when expenses were made.
        
        See foreseeability.
    - - Def: damages that are measured by the benefits conferred
        
        Stick Figure / Pockets Hypo: How much went into BP's pocket, no how much left NBP's pockets
      - Nursing Care Services, Inc. v. Dobos
        
        Firestone introduced Implied, Expressed, and Quasi Contracts
        
        Synopsis: Plaintiff didn't know they would have to pay for hospital services. Say's they never signed anything, no agreement to a contract
        
        3 services were given
        
        2 weeks hospital care
        
        Quasi-contract b/c parties don't need to agree to contract, there's an obligation to help and to pay for services rendered
        
        Note: the only remedy for quasi-contracts is restitution damages
        
        48 hrs. post -release care
        
        express contract b/c services were agreed to verbally
        
        2 weeks at-home care
        
        Implied (in fact) contract b/c services were readily accepted, ok w/ contract b/c of actions
      - Albergon Blair, Inc.
        
        G. Rule: In order to get Restitution D., the B.o.C. must have been of vital importance to the essence of the contract, a "substantial" breach.
        
        Cap on amount of resistituion you can earn is expectation damages.