Contracts I Terms & Concepts

The buyers use or failure to return the goods = acceptance"cash now, terms later"
"Merchant's Exception" permits enforceable contracts to emerge from the common commercial practice of entering into oral agreements for the sale of goods that are only later confirmed in writingBazak International v. Tarrant Apparel

It is not the court's job to review the adequacy of consideration-inadequacy of consideration ALONE does not void a K
- the consideration doctrine is premised in part on the policy that gift promises are generally not enforceable as contracts (Kirksey v. Kirksey, Ricketts v. Scothorn; Noron v. McOsker)
Kessler v. National Presto IndustriesGottlieb v. Tropicana

1. There must be bargained for exchange between the parties2. that which is bargained for must be considered of legal value (it must constitute a benefit to the promisor OR a detriment to the promisee
Congregation v. DeLeoHAMER v. SIDWAYPennsy v. American Ash

A preexisting legal duty cannot serve as consideration for a contract. Anything that is received in exchange for a promise to do what one is already obligated to do is mere gratuity or a bribe
White v. Village of HomewoodValuable consideration for a contract consists either of some right, interest, profit, or benefit accruing to one party, or some forbearance, detriment, lose of responsibility given, suffered or undertaken by the offer. The preexisting duty rule provides that where a party does what it is already legally obtained to do, there is NO consideration as there is no detriment.

- not based on a promise- it is a cause of action that arises where the claimant has conferred a benefit on the recipient under circumstances that make it unjust for the recipient to keep the benefit without paying for it- sometimes an alternative remedy to contractual expectation damages
Fiengold v. Pucello Attorney's are required to state their contingency fees in writing either before representing a client or within a reasonable time thereafter
Estate of Cleveland v. Gorden A person who voluntarily and officiously pays another's debts is not entitled to reimbursement unless the payment is made under the compulsion of a moral obligation, in ignorance of the real state of facts, or under erroneous impression of one's legal duty. Things we do in the past can NOT serve as consideration for things done in the future. A promise is enforceable as a contract only if it is given in exchange for a legal detriment

1. Injustice - Courts sometimes use the word "volunteer" to describe a person who confers a benefit with a gratuitous intent - It is NOT unjust for a person to retain a benefit that was imposed and cannot be returned - "Officious Intermediary" (soapy bucket) - when the benefit has clearly been imposed without any choice and because it is a service, it cannot be returned
2. Enrichment
**Quantum Meruit & Quantum ValebantMartin v. Little, Brown & Co.

- Created when an offeror, in exchange for consideration, promises to limit his power to revoke the offer- the purpose of an option K is to allow the offeree some time in which to decide whether to accept the offer-if the offeree rejects the offer or makes a counteroffer, the original offer will remain in effect-the classical doctrine requires consideration before the offeror's promise to limit his power of revocation becomes enforceable- must be in writing?? Drennan v. Star Paving§90 - the purpose of it is to make a promise binding even though there was no consideration "in the sense of something that is bargained for and given in exchanged"Restatement §87, 45

- the idea that a promisor could be held accountable for a promise when the promisee justifiably relied on it
- if consideration is present, there is generally no need to to resort to the theory of promissory estoppel
- it is a theory that sometimes protects a promisee who has relied to his detriment on the promise, even though consideration or other elements may not otherwise be present
Matarazzo v Millers Mutual Group Inc.§90- Duty, breach, causation, and harm are essential elements of a cause of action in negligence, not contract
Non-commercial PromisesNorton v. McOskerMust establish that there was a clear, unambiguous and unconditional promise, the terms of which are certain (the promise "to take care of" an individual is insufficiently specific to support a claim of P.E. Also, P's reliance on the promise was unreasonable because he repeatedly broke his promises
In re Morton Shoe Co.An action to enforce a charitable subscription is enforceable based on a consideration or reliance theory
Allegheny College v. National ChautaguaThe moment that the college accepted the $1000, it assumed an implicit obligation to perpetuate the donor's name in accordance with her wishes.- the injury has to be VERY VERY significant to recover under promissory estoppel if the promise falls under the statute of frauds! (brown v. brown)

Requires that buyer act prudently to assess the fitness and value of his purchase and operates to bar the purchaser who fails to exercise due care from seeking the equitable remedy of rescissionStambocsk v. Ackley

Deliberately and dishonestly inducing a K by a lie (whether by words, concealment, or nondisclosure) - it is the most serious form of misrepresentation and the one most likely to justify relief
The following allegations must be made:1. the d made a factual misrepresentation2. which was untrue3. the d either made the representation knowing it was untrue or made it recklessly without caring whether it was true or false4. the d made the representation with intent to defraud and to induce another to act upon it; AND5. the p believed the statement to be true and relied on it to his/her detriment §551
Restatement §159, 164Sarvis v. Vermont State CollegesKaloti Enterprises, Inc. v. Kellogg Sales Co.

Looks to the PORTION of the K upon which the complaint is based and asks whether that portion is for the sale of goods or the provision of servicesPass v. Shelby Aviation

Looks at the K as a whole and determines whether the primary purpose of the K is for services or the sale of goodsPass v. Shelby Aviation

A

Items that can be physically touched and moved

Certain definiteness + exclusivity = obligation to perform under good faith
(1) whether both parties manifested an intention to be bound by the agreement (2) whether the terms of the agreement are sufficiently definite to be enforced AND(3) whether there was considerationJenkins v. County of Schuykill