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Contracts

Dawson, Henderson, Harvey
7th Edition
ISBN: 1566625904

View Casebook Case Listing
View Casebook Summary Table

Page	Case Name	Citation	Court	Audio
3	Hawkins v. McGee	84 N.H. 114, 146 A. 641	Supreme Court of New Hampshire, 1929	Download
12	Groves v. John Wunder Co.	205 Minn. 163, 286 N.W. 235.	Supreme Court of Minnesota, 1939	Download
23	Acme Mills & Elevator Co. v. Johnson	141 Ky. 718, 133 S.W. 784	Court of Appeals of Kentucky, 1911	Download
38	Louise Caroline Nursing Home, Inc. v. Dix Constr. Corp.	362 Mass. 306, 285 N.E.2d 904	Supreme Judicial Court of Massachusetts, 1972	Download
41	Rockingham County v. Luten Bridge Co.	35 F.2d 301.	United States Court of Appeals, Fourth Circuit, 1929.	Download
47	Parker v. Twentieth Century-Fox Film Corp.	3 Cal.3d 176, 89 Cal.Rptr. 737, 474 P.2d 689	Supreme Court of California, 1970	Download
56	Missouri Furnace Co. v. Cochran	8 F. 463	United States Circuit Court, W.D. Pennsylvania, 1881	Download
64	Neri v. Retail Marine Corp.	30 N.Y.2d 393, 334 N.Y.S.2d 165, 285, N.E.2d 311	Court of Appeals of New York, 1972	Download
69	Hadley v. Baxendale	9 Exch. 341.	Court of Exchequer, 1854.	Download
77	Valentine v. General American Credit, Inc.	420 Mich. 256, 362 N.W.2d 628	Supreme Court of Michigan, 1984	Download
82	Freund v. Washington Square Press, Inc.	34 N.Y.2d 379, 357 N.Y.S.2d 857, 314 N.E.2d 419	Court of Appeals of New York, 1974	Download
89	Chicago Coliseum v. Dempsey	265 Ill.App. 542	Appellate Court of Illinois, First District, 1932	Download
100	Boone v. Coe	153 Ky. 233, 154 S.W. 900	Court of Appeals of Kentucky, 1913	Download
103	United States v. Algernon Blair, Inc.	479 F.2d 638	United States Court of Appeals, Fourth Circuit, 1973	Download
115	Britton v. Turner	6 N.H. 481	Supreme Court of New Hampshire, 1834	Download
121	Pinches v. Swedish Evangelical Lutheran Church	55 Conn. 183, 10 A. 264	Supreme Court of Errors of Connecticut, 1887	Download
125	Vines v. Orchard Hills, Inc.	181 Conn. 501, 435 A.2d 1022	Supreme Court of Connecticut, 1980	Download
133	City of Rye v. Public Service Mut. Ins. Co.	34 N.Y.2d 470, 358 N.Y.S.2d 391, 315 N.E.2d 458	Court of Appeals of New York, 1974	Download
144	Fretwell v. Protection Alarm Co.	764 P.2d 149	Supreme Court of Oklahoma, 1988	Download
151	Van Wagner Advertising Corp. v. S & M Enterprises	67 N.Y.2d 186, 501 N.Y.S.2d 628, 492 N.E.2d 756	Court of Appeals of New York, 1986	Download
162	Laclede Gas Co. v. Amoco Oil Co.	522 F.2d 33	United States Court of Appeals, Eight Circuit, 1975	Download
170	Fitzpatrick v. Michael	177 Md. 248, 9 A.2d 639	Court of Appeals of Maryland, 1939	Download
180	Northern Delaware Indus. Dev. Corp. v. E.W. Bliss Co.	245 A.2d 431	Court of Chancery of Delaware, 1968	Download
192	Congregation Kadimah Toras-Moshe v. DeLeo	405 Mass. 365, 540 N.E.2d 691	Supreme Judicial Court of Massachusetts, 1989	Download
204	Hamer v. Sidway	124 N.Y. 538, 27 N.E. 256	Court of Appeals of New York, 1891	Download
210	Fischer v. Union Trust Co.	138 Mich. 612, 101 N.W. 852	Supreme Court of Michigan, 1904	Download
214	Batsakis v. Demotsis	226 S.W.2d 673	Court of Civil Appeals of Texas, 1949	Download
219	Duncan v. Black	324 S.W.2d 483	Court of Appeals of Missouri, 1959	Download
223	Martin v. Little, Brown & Co.	304 Pa.Super. 424, 450 A.2d 984	Superior Court of Pennsylvania, 1981	Download
230	Mills v. Wyman	20 Mass. (3 Pick.) 207	Supreme Judicial Court of Massachusetts, 1825	Download
235	Webb v. McGowin	27 Ala.App. 82, 168 So.196	Court of Appeals of Alabama, 1935	Download
244	Kirksey v. Kirksey	8 Ala. 131	Supreme Court of Alabama, 1845	Download
247	Allegheny College v. National Chautauqua County Bank	246 N.Y. 369, 159 N.E. 173	Court of Appeals of New York, 1927	Download
259	East Providence Credit Union v. Geremia	103 R.I. 597, 239 A.2d 725	Supreme Court of Rhode Island, 1968	Download
264	Seavy v. Drake	62 N.H. 393	Supreme Court of New Hampshire, 1882	Download
271	Forrer v. Sears, Roebuck & Co.	36 Wis.2d 388, 153 N.W.2d 587	Supreme Court of Wisconsin, 1967	Download
275	Stearns v. Emery-Waterhouse Co.	596 A.2d 72	Supreme Judicial Court of Maine, 1991	Download
278	Goodman v. Dicker	169 F.2d 684	United States Court of Appeals, District of Columbia, 1948	Download
286	Levine v. Blumenthal	117 N.J.L. 23, 186 A. 457	Supreme Court of New Jersey, 1936	Download
295	Obering v. Swain-Roach Lumber Co.	86 Ind.App. 632, 155 N.E. 712	Appellate Court of Indiana, 1927	Download
298	Wood v. Lucy, Lady Duff-Gordon	222 N.Y. 88, 118 N.E. 214	Court of Appeals of New York, 1917	Download
302	Omni Group, Inc. v. Seattle-First Nat'l Bank	32 Wash.App. 22, 645 P.2d 727	Court of Appeals of Washington, 1982	Download
308	Feld v. Henry S. Levy & Sons, Inc.	37 N.Y.2d 466, 373 N.Y.S.2d 102, 335 N.E.2d 320	Court of Appeals of New York, 1975	Download
316	Sheets v. Teddy's Frosted Foods, Inc.	179 Conn. 471, 427 A.2d 385	Supreme Court of Connecticut, 1980	Download
325	Embry v. Hargadine, McKittrick Dry Goods Co.	127 Mo.App. 383, 105 S.W. 777	Court of Appeals, Missouri, 1907	Download
329	Kabil Developments Corp. v. Mignot	279 Or. 151, 566 P.2d 505	Supreme Court of Oregon, 1977	Download
334	McDonald v. Mobil Coal Producing, Inc.	820 P.2d 986.	Supreme Court of Wyoming, 1991	Download
343	Moulton v. Kershaw	59 Wis. 316, 18 N.W. 172	Supreme Court of Wisconsin, 1884	Download
346	Joseph Martin, Jr. Delicatessen v. Schumacher	52 N.Y.2d 105, 436 N.Y.S.2d 247, 417 N.E.2d 541	Court of Appeals of New York, 1981	Download
352	Empro Mfg. Co. v. Ball-Co Mfg., Inc.	870 F.2d 423	United States Court of Appeals, Seventh Circuit, 1989	Download
355	Wheeler v. White	398 S.W.2d 93	Supreme Court of Texas, 1965	Download
358	Raffles v. Wichelhaus	2 Hurlstone & Coltman 906	Court of Exchequer, 1864	Download
363	Cobaugh v. Klick-Lewis, Inc.	385 Pa.Super. 587, 561 A.2d 1248	Superior Court of Pennsylvania, 1989	Download
369	Allied Steel & Conveyors, Inc. v. Ford Motor Co.	277 F.2d 907	United States Court of Appeals, Sixth Circuit, 1960	Download
372	Davis v. Jacoby	1 Cal.2d 370, 34 P.2d 1026	Supreme Court of California, 1934	Download
378	Petterson v. Pattberg	248 N.Y. 86, 161 N.E. 428	Court of Appeals of New York, 1928	Download
385	Brackenbury v. Hodgkin	116 Me. 399, 102 A. 106	Supreme Judicial Court of Maine, 1917	Download
392	Thomason v. Bescher	176 N.C. 622, 97 S.E. 654	Supreme Court of North Carolina, 1918	Download
395	James Baird Co. v. Gimbel Bros.	64 F.2d 344	United States Court of Appeals, Second Circuit, 1933	Download
399	Drennan v. Star Paving Co.	51 Cal.2d 409, 333 P.2d 757	Supreme Court of California, 1958	Download
409	Hoffman v. Red Owl Stores, Inc.	26 Wis.2d 683, 133 N.W.2d 267	Supreme Court of Wisconsin, 1965	Download
416	Livingston v. Evans	[1925] 4 D.L.R. 769	Supreme Court of Alberta, 1925	Download
422	Idaho Power Co. v. Westinghouse Electric Corp.	596 F.2d 924	United States Court of Appeals, Ninth Circuit, 1979	Download
430	ProCD, Inc. v. Zeidenberg	86 F.3d 1447	United States Court of Appeals, Seventh Circuit, 1996	Download
437	Morrison v. Thoelke	155 So.2d 889	District Court of Appeals of Florida, 1963	Download
448	Hobbs v. Massasoit Whip Co.	158 Mass. 194, 33 N.E. 495	Supreme Judicial Court of Massachusetts, 1893	Download
452	Morone v. Morone	50 N.Y.2d 481, 429 N.Y.S.2d 592, 413 N.E.2d 1154	Court of Appeals of New York, 1980	Download
457	Mitchill v. Lath	247 N.Y. 377, 160 N.E. 646	Court of Appeals of New York, 1928	Download
464	Hatley v. Stafford	284 Or. 523, 588 P.2d 603	Supreme Court of Oregon, 1978	Download
477	Long Island Trust Co. v. International Inst. for Packaging Educ., Ltd.	38 N.Y.2d 493, 381 N.Y.S.2d 445, 344 N.E.2d 377	Court of Appeals of New York, 1976	Download
485	Lipsit v. Leonard	64 N.J. 276, 315 A.2d 25	Supreme Court of New Jersey, 1974	Download
490	LaFazia v. Howe	575 A.2d 182	Supreme Court of Rhode Island, 1990	Download
497	Hoffman v. Chapman	182 Md. 208, 34 A.2d 438	Court of Appeals of Maryland, 1943	Download
504	Pacific Gas & Elec. Co. v. G.W. Thomas Drayage & Rigging Co.	69 Cal.2d 33, 69 Cal.Rptr. 561, 442 P.2d 641	Supreme Court of California, 1968	Download
514	Mundy v. Lumberman's Mut. Cas. Co.	783 F.2d 21	United States Court of Appeals, First Circuit, 1986	Download
520	Henningsen v. Bloomfield Motors, Inc.	32 N.J. 358, 161 A.2d 69	Supreme Court of New Jersey, 1960	Download
527	Richards v. Richards	181 Wis.2d 1007, 513 N.W.2d 118	Supreme Court of Wisconsin, 1994	Download
531	Broemmer v. Abortion Services of Phoenix	173 Ariz. 148, 840 P.2d 1013	Supreme Court of Arizona, 1992	Download
543	Halbman v. Lemke	99 Wis.2d 241, 298 N.W.2d 562	Supreme Court of Wisconsin, 1980	Download
557	Odorizzi v. Bloomfield School Dist.	246 Cal.App.2d 123, 54 Cal.Rptr. 533	California District Court of Appeal, 1966	Download
562	Austin Instrument, Inc. v. Loral Corp.	29 N.Y.2d 124, 324 N.Y.S.2d 22, 272 N.E.2d 533	Court of Appeals of New York, 1971	Download
569	Alaska Packers' Ass'n v. Domenico	117 F. 99	United States Court of Appeals, Ninth Circuit, 1902	Download
573	Brian Constr. & Dev. Co. v. Brighenti	176 Conn. 162, 405 A.2d 72	Supreme Court of Connecticut, 1978	Download
580	Universal Builders, Inc. v. Moon Motor Lodge, Inc.	430 Pa. 550, 244 A.2d 10	Supreme Court of Pennsylvania, 1968	Download
586	Hackley v. Headley	45 Mich. 569, 8 N.W. 511	Supreme Court of Michigan, 1881	Download
590	Marton Remodeling v. Jensen	706 P.2d 607	Supreme Court of Utah, 1985	Download
598	Denney v. Reppert	432 S.W.2d 647	Court of Appeals of Kentucky, 1968	Download
601	Jackson v. Seymour	193 Va. 735, 71 S.E.2d 181	Supreme Court of Appeals of Virginia, 1952	Download
606	Sherwood v. Walker	66 Mich. 568, 33 N.W. 919	Supreme Court of Michigan, 1887	Download
616	Elsinore Union Elementary School Dist. v. Kastorff	54 Cal.2d 380, 6 Cal.Rptr. 1, 353 P.2d 713	Supreme Court of California, 1960	Download
625	Tribe v. Peterson	964 P.2d 1238	Supreme Court of Wyoming, 1998	Download
628	Hinson v. Jefferson	287 N.C. 422, 215 S.E.2d 102	Supreme Court of North Carolina, 1975	Download
635	Johnson v. Healy	176 Conn. 97, 405 A.2d 54	Supreme Court of Connecticut, 1978	Download
640	Cushman v. Kirby	148 Vt. 571, 536 A.2d 550	Supreme Court of Vermont, 1987	Download
648	Taylor v. Caldwell	3 Best & S. 826	King's Bench, 1863	Download
652	Tompkins v. Dudley	25 N.Y. 272	Court of Appeals of New York, 1862	Download
654	Carroll v. Bowersock	100 Kan. 270, 164 P. 143	Supreme Court of Kansas, 1917	Download
663	Kel Kim Corp. v. Central Markets, Inc.	70 N.Y.2d 900, 524 N.Y.S.2d 384, 519 N.E.2d 295	Court of Appeals of New York, 1987	Download
665	Bunge Corp. v. Recker	519 F.2d 449	United States Court of Appeals, Eight Circuit, 1975.	Download
669	American Trading & Prod. Corp. v. Shell Int'l Marine, Ltd.	453 F.2d 939	United States Court of Appeals, Second Circuit, 1972	Download
675	Krell v. Henry	2 K.B. 740	Court of Appeal, 1903	Download
681	Lloyd v. Murphy	25 Cal.2d 48, 153 P.2d 47	Supreme Court of California, 1944	Download
684	Chase Precast Corp. v. John J. Paonessa Co.	409 Mass. 371, 566 N.E.2d 603	Supreme Judicial Court of Massachusetts, 1991	Download
688	Woollums v. Horsley	93 Ky. 582, 20 S.W. 781	Court of Appeals of Kentucky, 1892	Download
695	Waters v. Min Ltd.	412 Mass. 64, 587 N.E.2d 231	Supreme Judicial Court of Massachusetts, 1992	Download
701	Brower v. Gateway 2000, Inc.	246 A.D.2d 246, 676 N.Y.S.2d 569	Supreme Court of New York, Appellate Division, 1998	Download
716	Howard v. Federal Crop Ins. Corp.	540 F.2d 695	United States Court of Appeals, Fourth Circuit, 1976	Download
721	Gray v. Gardner	17 Mass. 188	Supreme Judicial Court of Massachusetts, 1821	Download
728	Parsons v. Bristol Dev. Co.	62 Cal.2d 861, 44 Cal.Rptr. 767, 402 P.2d 839	Supreme Court of California, 1965	Download
733	Mascioni v. I.B. Miller, Inc.	261 N.Y. 1, 184 N.E. 473	Court of Appeals of New York, 1933	Download
737	Royal-Globe Ins. Co. v. Craven	411 Mass. 629, 585 N.E.2d 315	Supreme Judicial Court of Massachusetts, 1992	Download
742	Gilbert v. Globe & Rutgers Fire Ins. Co.	91 Or. 59, 174 P. 1161	Supre Court of Oregon, 1919	Download
749	Porter v. Harrington	262 Mass. 203, 159 N.E. 530	Supreme Judicial Court of Massachusetts, 1928
753	Clark v. West	193 N.Y. 349, 86 N.E. 1	Court of Appeals of New York, 1908	Download
757	Inman v. Clyde Hall Drilling Co.	369 P.2d 498	Supreme Court of Alaska, 1962	Download
760	Aetna Cas. & Sur. Co. v. Murphy	206 Conn. 409, 538 A.2d 219	Supreme Court of Connecticut, 1988
766	Grenier v. Compratt Constr. Co.	189 Conn. 144, 454 A.2d 1289	Supreme Court of Connecticut, 1983	Download
771	Nolan v. Whitney	88 N.Y. 648	Court of Appeals of New York, 1882	Download
773	Fursmidt v. Hotel Abbey Holding Corp.	10 A.D.2d 447, 200 N.Y.S.2d 256	Supreme Court of New York, Appellate Division, 1960	Download
777	Nichols v. Raynbred	Hobart, 88	Court of King's Bench, 1615
780	Kingston v. Preston	2 Doug. 689	Court of King's Bench, 1773
783	Price v. Van Lint	46 N.M. 58, 120 P.2d 611	Supreme Court of New Mexico, 1941	Download
789	Conley v. Pitney Bowes	34 F.3d 714	United States Court of Appeals, Eigth Circuit, 1994	Download
792	Ziehen v. Smith	148 N.Y. 558, 42 N.E. 1080	Court of Appeals of New York, 1896	Download
796	Cohen v. Kranz	12 N.Y.2d 242, 238 N.Y.S.2d 928, 189 N.E.2d 473	Court of Appeals of New York, 1963
800	Beecher v. Conradt	13 N.Y. 108	Court of Appeals of New York, 1855	Download
805	Osborne v. Bullins	549 So.2d 1337	Supreme Court of Mississippi, 1989	Download
808	Stewart v. Newbury	220 N.Y. 379, 115 N.E. 984	Court of Appeals of New York, 1917
812	Tipton v. Feitner	20 N.Y. 423	Court of Appeals of New York, 1859	Download
815	Oshinsky v. Lorraine Mfg. Co.	187 F. 120	United States Court of Appeals, Second Circuit, 1911
820	Bartus v. Riccardi	55 Misc.2d 3, 284 N.Y.S.2d 222	City Court of Utica, Oneida County, New York, 1967	Download
824	Plateq Corp. of North Haven v. Machlett Labs, Inc.	189 Conn. 433, 456 A.2d 786	Supreme Court of Connecticut, 1983	Download
829	Plante v. Jacobs	10 Wis.2d 567, 103 N.W.2d 296	Supreme Court of Wisconsin, 1960
837	Worcester Heritage Society, Inc. v. Trussell	31 Mass.App.Ct. 343, 577 N.E.2d 1009	Court of Appeals of Massachusetts, 1991	Download
840	Wholesale Sand & Gravel, Inc. v. Decker	630 A.2d 710	Supreme Judicial Court of Maine, 1993	Download
846	Hathaway v. Sabin	63 Vt. 527, 22 A. 633	Supreme Court of Vermont, 1891
854	Cherwell-Ralli, Inc. v. Rytman Grain Co.	180 Conn. 714, 433 A.2d 984	Supreme Court of Connecticut, 1980
857	Greguhn v. Mutual of Omaha Ins. Co.	23 Utah 2d 214, 461 P.2d 285	Supreme Court of Utah, 1969
865	Reigart v. Fisher	149 Md. 336, 131 A. 568	Court of Appeals of Maryland, 1925	Download
869	Lawrence v. Fox	20 N.Y. 268	Court of Appeals of New York, 1859	Download
875	Seaver v. Ransom	224 N.Y. 233, 120 N.E. 639	Court of Appeals of New York, 1918	Download
885	Anderson v. Fox Hill Village Homeowners Corp.	424 Mass. 365, 676 N.E.2d 821	Supreme Judicial Court of Massachusetts, 1997	Download
887	H.R. Moch Co. v. Rensselaer Water Co.	247 N.Y. 160, 159 N.E. 896	Court of Appeals of New York, 1928	Download
892	Heyer v. Flaig	70 Cal.2d 223, 74 Cal.Rptr. 225, 449 P.2d 161	Supreme Court of California, 1969	Download
897	Robson v. Robson	514 F.Supp. 99	United States District Court, N.D. Illinois, 1981	Download
903	Rouse v. United States	215 F.2d 872	United States Court of Appeals, District of Columbia Circuit, 1954
907	Langel v. Betz	250 N.Y. 159, 164 N.E. 890	Court of Appeals of New York, 1928
910	Herzog v. Irace	594 A.2d 1106	Supreme Judicial Court of Maine, 1991
914	Cochran v. Taylor	273 N.Y. 172, 7 N.E.2d 89	Court of Appeals of New York, 1937	Download
917	Macke Co. v. Pizza of Gaithersburg, Inc.	259 Md. 479, 270 A.2d 645	Court of Appeals of Maryland, 1970	Download
923	Allhusen v. Caristo Constr. Corp.	303 N.Y. 446, 103 N.E.2d 891	Court of Appeals of New York, 1952	Download
932	Ford Motor Credit Co. v. Morgan	404 Mass. 537, 536 N.E.2d 587	Supreme Judicial Court of Massachusetts, 1989	Download
938	Homer v. Shaw	212 Mass. 113, 98 N.E. 697	Supreme Judicial Court of Massachusetts, 1912	Download

Case Information	Fact Summary	Rule of Law
Hawkins v. McGee Supreme Court of New Hampshire, 1929 84 N.H. 114, 146 A. 641 Pg. 3	The plaintiff received a skin graft from a doctor who promised to improve the look of the plaintiff's hand, which had been severely burned. The doctor used skin from the boy's chest. The boy ended up with a hand covered with dense hair. NOTE: This case is affectionately known as "the hairy hand case," and was made famous by the movie the Paper Chase.	The rule for damages is the difference between the value of the thing promised (in this case a perfect hand) and the value after breach (in this case a hairy hand).
Groves v. John Wunder Co. Supreme Court of Minnesota, 1939 205 Minn. 163, 286 N.W. 235. Pg. 12	Plaintiff entered into a lease with defendant. The lease stipulated that the defendant would remove sand and gravel and leave the property at a uniform grade.	The measure of damages is the cost of remedying the breach.
Acme Mills & Elevator Co. v. Johnson Court of Appeals of Kentucky, 1911 141 Ky. 718, 133 S.W. 784 Pg. 23	Appellee sold appellant bushels of wheat. Appellee failed to deliver wheat at a time agreed upon and the appellant brought action to recover damages.	The measure of damages is the difference between the contract price and the market price of the property at the place and time of delivery.
Louise Caroline Nursing Home, Inc. v. Dix Constr. Corp. Supreme Judicial Court of Massachusetts, 1972 362 Mass. 306, 285 N.E.2d 904 Pg. 38	The Plaintiff contracted with the defendant to build a nursing home. The defendant began construction and then breached.	The measure of damages where a contractor has failed to perform a contract for the construction of a building for business uses is the value had the building been finished less the value as left by the contractor.
Rockingham County v. Luten Bridge Co. United States Court of Appeals, Fourth Circuit, 1929. 35 F.2d 301. Pg. 41	The plaintiff entered into a contract with the county board to build a bridge. Subsequent to awarding the contract, the county board reconstituted and submitted a resolution telling the plaintiff to stop working. The plaintiff finished the bridge.	A plaintiff who receives notice of breach has a duty to mitigate damages.
Parker v. Twentieth Century-Fox Film Corp. Supreme Court of California, 1970 3 Cal.3d 176, 89 Cal.Rptr. 737, 474 P.2d 689 Pg. 47	Plaintiff (Shirley MacLaine) entered into a contract for a movie, which involved singing and dancing in California. The defendant decided not to produce the film and offered plaintiff the lead in another movie.	In breaches of personal contracts or employment contracts, damages are the amount agreed to less the amount one could have earned with reasonable effort. The employer has the burden of proving that the other employment offered is comparable or substantially similar.
Missouri Furnace Co. v. Cochran United States Circuit Court, W.D. Pennsylvania, 1881 8 F. 463 Pg. 56	The plaintiff entered into a contract with the defendant for the delivery of coke. After making partial delivery, the defendant notified the plaintiff that he had rescinded the contract. The plaintiff entered into a forward contract with another vendor for a significantly greater amount.	when contracts for the sale of goods are broken by the vendor failing to deliver, the measure of damages is the difference between the contract price and the market value at the time it should have been delivered.
Neri v. Retail Marine Corp. Court of Appeals of New York, 1972 30 N.Y.2d 393, 334 N.Y.S.2d 165, 285, N.E.2d 311 Pg. 64	The plaintiff contracted to buy a boat from the defendant, making a deposit of $4,250. The plaintiff was later hospitalized and couldn't make payments. The boat had already been ordered from the manufacturer and the defendant refused to give the plaintiff back his deposit.	If the seller is a volume seller, then the measure of damages in the event of a breach by the buyer is the amount of profit the seller would have made.
Hadley v. Baxendale Court of Exchequer, 1854. 9 Exch. 341. Pg. 69	The plaintiffs were millers who sued the defendant, a firm of carriers, for their failure within the time promised to deliver a broken mill shaft to the manufacturer.	Damages should be those that arise from breach, or such as may reasonably be supposed to have been made in contemplation of both parties. In the case of special circumstances, the defendant may be liable for damages arising from the breach if the special circumstances have been communicated.
Valentine v. General American Credit, Inc. Supreme Court of Michigan, 1984 420 Mich. 256, 362 N.W.2d 628 Pg. 77	The Plaintiff sought to recover damages for mental distress arising out of a breach of an employment agreement.	A person discharged in breach of an employment contract may not usually recover mental distress damages.
Freund v. Washington Square Press, Inc. Court of Appeals of New York, 1974 34 N.Y.2d 379, 357 N.Y.S.2d 857, 314 N.E.2d 419 Pg. 82	The plaintiff, a professor and author, sued a publisher for breach and failure to publish his manuscript.	Expectation damages that are speculative are not recoverable.
Chicago Coliseum v. Dempsey Appellate Court of Illinois, First District, 1932 265 Ill.App. 542 Pg. 89	The plaintiff and defendant entered into a contract where defendant would fight for the boxing championship of the world. Defendant repudiated the contract and began preparing for a match with Tunney.	An injured party has a right to recover damages based on his reliance interest, including the cost of preparation for performance.
Boone v. Coe Court of Appeals of Kentucky, 1913 153 Ky. 233, 154 S.W. 900 Pg. 100	The plaintiff and defendant entered into a parol contract where the plaintiff would provide farming services and the defendant would provide the plaintiff with housing and a portion of the crops. In reliance, the plaintiff moved from Kentucky to Texas. When they arrived, the defendant refused the let them occupy the farm.	Damages cannot be recovered for a violation within the statute of frauds.
United States v. Algernon Blair, Inc. United States Court of Appeals, Fourth Circuit, 1973 479 F.2d 638 Pg. 103	A subcontractor justifiably ceased working on a contract because of a prime contractor's breach.	The plaintiff may substitute reliance damages when expectation damages are insufficient.
Britton v. Turner Supreme Court of New Hampshire, 1834 6 N.H. 481 Pg. 115	Plaintiff agreed to work on the defendant's farm for a year for $120. The plaintiff left after nine and a half months.	Where a party receives value, he is liable to pay the reasonable worth of what he has received.
Pinches v. Swedish Evangelical Lutheran Church Supreme Court of Errors of Connecticut, 1887 55 Conn. 183, 10 A. 264 Pg. 121	Plaintiff hired defendant to construct church. The specifications required under the contract differed from what the defendant's delivered. The ceilings were too low, and the windows and seats were too narrow.	Where the cost of remedying defects in construction are unreasonable, the court will award damages equivalent to diminution in value.
Vines v. Orchard Hills, Inc. Supreme Court of Connecticut, 1980 181 Conn. 501, 435 A.2d 1022 Pg. 125	Plaintiff put 10% of condo down in Connecticut and was then transferred by his employer to New Jersey. The plaintiff breached the contract and tried to recover his down payment. There was a liquidated damages clause in the contract.	A purchaser whose breach is not willful has a restitutionary claim to recover money paid that unjustly enriches his seller.
City of Rye v. Public Service Mut. Ins. Co. Court of Appeals of New York, 1974 34 N.Y.2d 470, 358 N.Y.S.2d 391, 315 N.E.2d 458 Pg. 133	The plaintiff contract for the completion of six buildings. The development timeline was secured by a bond. The project was delayed by more than 500 days and the plaintiff sued to recover the bond.	To recover damages on a liquidated damages clause, a party must show that the clause is a reasonable calculation of damages.
Fretwell v. Protection Alarm Co. Supreme Court of Oklahoma, 1988 764 P.2d 149 Pg. 144	As a result of a burglary, the Fretwells sued the defendant, Protection Alarm Co., which installed and maintained a burglary alarm system in the Fretwell's residence. At issue was a contractual provision which limited the defendant's liability to $50.	Provisions limiting liability and the amount of damages under burglar alarm service agreements will be upheld so long as they are neither unconscionable nor against public policy. In this case the court concluded that the contractual provision limiting the defendant's liability was neither unconscionable nor against public policy and therefore limited the Fretwell's damages to $50.
Van Wagner Advertising Corp. v. S & M Enterprises Court of Appeals of New York, 1986 67 N.Y.2d 186, 501 N.Y.S.2d 628, 492 N.E.2d 756 Pg. 151	The plaintiff leased billboard space on a building in Manhattan. The defendant acquired the building and instructed the plaintiff to leave the premises.	Specific performance of a contract is denied when there is an adequate monetary remedy and awarding specific performance would unduly burden the defendant.
Laclede Gas Co. v. Amoco Oil Co. United States Court of Appeals, Eight Circuit, 1975 522 F.2d 33 Pg. 162	Laclede (the distributor) and Amoco (the supplier) agreed to supply propane gas to residents in Montana. Amoco breached the contract because of a dispute over the price of propane under the contract.	A court may award specific performance where goods are unique and it is difficult to procure a suitable substitute.
Fitzpatrick v. Michael Court of Appeals of Maryland, 1939 177 Md. 248, 9 A.2d 639 Pg. 170	The plaintiff was employed by the defendant as a nurse and caretaker. The defendant promised the plaintiff money and an inheritance if she would stay and take care of him after his wife passed away. The defendant changed his mind and locked the plaintiff out of the house.	The court cannot compel personal services of an employee against the wish of the employer.
Northern Delaware Indus. Dev. Corp. v. E.W. Bliss Co. Court of Chancery of Delaware, 1968 245 A.2d 431 Pg. 180	The plaintiff and defendant contracted to modernize a steel plant. The work on the project did not progress as quickly as the plaintiff would have liked, so the plaintiff sought specific performance, asking the court to compel the defendant to add more workers.	Specific performance will be denied where it is impractical for the court to enforce the performance.
Congregation Kadimah Toras-Moshe v. DeLeo Supreme Judicial Court of Massachusetts, 1989 405 Mass. 365, 540 N.E.2d 691 Pg. 192	A dying man made an oral promise to give his synagogue a gift of $25,000.	Where there is no legal benefit to the promisor nor detriment to the promisee, there is no consideration and thus no contract.
Hamer v. Sidway Court of Appeals of New York, 1891 124 N.Y. 538, 27 N.E. 256 Pg. 204	A boy's uncle promised him $5,000 if he would refrain from drinking, using tobacco, swearing, and playing cards or billiards for money until he became twenty-one years of age.	"Consideration means not so much that one party is profiting as that the other abandons some legal right in the present or limits his legal freedom of action in the future as an inducement for the promise of the first."
Fischer v. Union Trust Co. Supreme Court of Michigan, 1904 138 Mich. 612, 101 N.W. 852 Pg. 210	A father gave his incompetent daughter a deed to his property in exchange for one dollar.	Transactions that appear to have a bargained for exchange do not constitute consideration if the substance of the agreement does not manifest a sufficient bargained for exchange.
Batsakis v. Demotsis Court of Civil Appeals of Texas, 1949 226 S.W.2d 673 Pg. 214	During WWII, the plaintiff gave the defendant what amounted to a loan of $25, so that defendant could return to the United States. In return, the defendant agreed to pay defendant $2,000 plus interest.	A bargained for exchange does not require equal value to constitute consideration.
Duncan v. Black Court of Appeals of Missouri, 1959 324 S.W.2d 483 Pg. 219	Plaintiff sold defendant a plot of land with the provision that plaintiff would receive a 65 acre cotton allotment. The land only had 49.6 acres, so defendant provided the additional land in the first year to bring plaintiff to 65 acres. The following year the defendant refused.	Forebearance from pursuing an invalid claim does not constitute consideration.
Martin v. Little, Brown & Co. Superior Court of Pennsylvania, 1981 304 Pa.Super. 424, 450 A.2d 984 Pg. 223	While reading, plaintiff noticed that portions of a book published by defendant had been plagiarized. Plaintiff contacted defendant and offered to furnish his copy of the book with the plagiarized sections highlighted. The defendant accepted and plaintiff sent the highlighted book. The defendant ended up suing the plagiarizers and the plaintiff demanded 1/3rd of the recovery. The Defendant denied the request and sent a check for $200.	Gain based on the work of a volunteer does not entitle the volunteer to collect a portion of that gain.
Mills v. Wyman Supreme Judicial Court of Massachusetts, 1825 20 Mass. (3 Pick.) 207 Pg. 230	Mills’ son became sick while at sea. The Wyman family took him in and cared for him, incurring medical expenses. Mills’ father wrote the Wyman’s a note, indicating that he would pay them for the care they provided his son prior to his son’s death.	There must be a pre-existing obligation for there to be sufficient consideration. It is only when the party making the promise gains something, or he to whom it is made loses something, that the law gives the promise validity.
Webb v. McGowin Court of Appeals of Alabama, 1935 27 Ala.App. 82, 168 So.196 Pg. 235	Plaintiff was working for a lumber company clearing an upper-level floor by throwing 75 lb. pine blocks to the ground floor. As he was throwing a pine block, defendant came into sight and plaintiff acted to save the life of defendant by falling with the pine block to the floor below, saving the life of defendant and crippling the plaintiff for life. Defendant agreed to care for plaintiff for the rest of his life and pay him $15 every two weeks.	A promise based on a prior material benefit conferred is enforceable.
Kirksey v. Kirksey Supreme Court of Alabama, 1845 8 Ala. 131 Pg. 244	A brother (defendant) asked his sister (plaintiff) to come and live with him, promising her a place to live and to help provide for her and her children. The brother gave his sister a place to live in the woods and then kicked her out after two years.	A promise that is a mere gratuity does not constitute consideration.
Allegheny College v. National Chautauqua County Bank Court of Appeals of New York, 1927 246 N.Y. 369, 159 N.E. 173 Pg. 247	Mary Yates Johnston pledged $5,000 to Allegheny College for the establishment of a Mary Yates Johnston scholarship. The donation was to be paid after Mary Yates passed away. She paid $1,000 prior to her death. She later gave notice the college that she repudiated her promise. 30 days after her death the college brought suit against her estate.	Where there is a benefit conferred in a charitable subscription case, there is consideration.
East Providence Credit Union v. Geremia Supreme Court of Rhode Island, 1968 103 R.I. 597, 239 A.2d 725 Pg. 259	Plaintiff loaned defendant $2,350.28, which was secured by defendant's car. As a condition of the loan, the car was to be insured at all times during the life of the loan. Defendant defaulted on the insurance payments. Subsequently, defendant received notice from the insurance company and the bank. Plaintiff and defendant discussed the situation over the phone and plaintiff agreed to pay for the insurance and add the payment to the amount of the loan covered by the promissory agreement. Defendant got into an accident and was not covered because the bank did not, in fact, cover their insurance payment.	The doctrine of promissory estoppel generally holds that, when a promise has been relied on the promisor is estopped from claiming that there was no consideration.
Seavy v. Drake Supreme Court of New Hampshire, 1882 62 N.H. 393 Pg. 264	The plaintiff’s dad orally promised him part of his land. The plaintiff dropped a debt owed by his father to him, and then his father gave him more land. The plaintiff made improvements on the land. The plaintiff sued his father’s estate to get a deed to the land.	Making improvements on land promised by a donor constitutes consideration in equity for the promise.
Forrer v. Sears, Roebuck & Co. Supreme Court of Wisconsin, 1967 36 Wis.2d 388, 153 N.W.2d 587 Pg. 271	Plaintiff was promised “permanent employment” by Sears and sold his farm, animals, etc. to begin working fulltime at Sears. He was later fired.	Permanent employment means ordinary employment terminable at the will of either party.
Stearns v. Emery-Waterhouse Co. Supreme Judicial Court of Maine, 1991 596 A.2d 72 Pg. 275	Plaintiff left his job managing Sears to work for defendant.	The use of promissory estoppel cannot circumvent the statute of frauds in employment contracts that are longer than one year and where the promisee cannot prove fraud.
Goodman v. Dicker United States Court of Appeals, District of Columbia, 1948 169 F.2d 684 Pg. 278	Plaintiff was induced to make expenditures in reliance on defendant's promise that they would be granted a "dealer franchise."	Plaintiff can recover for expenditures made in reasonable reliance on defendant's promise.
Levine v. Blumenthal Supreme Court of New Jersey, 1936 117 N.J.L. 23, 186 A. 457 Pg. 286	Plaintiff leased a space to defendant for $175 per month with an option to renew the following two years at an increased level. At the end of the first year, the defendant told the plaintiff that the business could not enforce the rent increase and that it would put them out of business. The plaintiff told the defendant that they could stay at the first year rate until business improved. The defendant stayed for 11 months, paying the first year rate and then left the space, leaving the last month unpaid.	The legal duty rule establishes that if one promises to do something they are already obligated to do then, they are simply reinforcing their already existing legal duty and there is no modification to the extant contract.
Obering v. Swain-Roach Lumber Co. Appellate Court of Indiana, 1927 86 Ind.App. 632, 155 N.E. 712 Pg. 295	Executor of estate gave notice of tracts of land that were for sale. One tract of land that was for sale contained valuable timber. The appellant entered into agreement with appellees where the appellees would buy the land from the estate and then sell the land to the appellants. Appellees would be able to clear the land of timber. The appellees bought the land and then appellant refused to buy it.	That a promise is contingent upon a future act by a party to the contract does not make the contract void for lack of mutuality in obligation.
Wood v. Lucy, Lady Duff-Gordon Court of Appeals of New York, 1917 222 N.Y. 88, 118 N.E. 214 Pg. 298	The defendant, a fashion designer, entered into a contract with plaintiff, where plaintiff would have the exclusive right to place the endorsement of the defendant on the design of others. Plaintiff claimed that he kept his part of the contract, but that defendant endorsed other products, not associated with plaintiff, and kept the profits.	In a promise of exclusivity, even if the party has not been successful commercially, reasonable efforts made will constitute consideration and the agreement will be held enforceable.
Omni Group, Inc. v. Seattle-First Nat'l Bank Court of Appeals of Washington, 1982 32 Wash.App. 22, 645 P.2d 727 Pg. 302	Plaintiff appeals a judgment for John Clark and his wife in the plaintiff's action to enforce a judgment for the Clark's on a purchase agreement. The Clark's backed out of the purchase agreement with Omni because they believed the promise was conditioned and illusory.	A promise for a promise is sufficient consideration, unless the promise is illusory. Whereas real promises limit a party in some way, illusory promises do not bind a party in fact.
Feld v. Henry S. Levy & Sons, Inc. Court of Appeals of New York, 1975 37 N.Y.2d 466, 373 N.Y.S.2d 102, 335 N.E.2d 320 Pg. 308	Plaintiff agreed to purchase all bread crumbs from defendant. The defendant ceased producing bread crumbs because the operation was not profitable.	Output contracts, which do not provide for a specific quantity do not lack mutuality because of indefiniteness, but rather call for the supplier to produce a "reasonable amount."
Sheets v. Teddy's Frosted Foods, Inc. Supreme Court of Connecticut, 1980 179 Conn. 471, 427 A.2d 385 Pg. 316	Plaintiff was employed as a quality control and operations manager for defendant. In the course of his employment, plaintiff noticed deviations from statutory-based standards. Plaintiff was terminated for his efforts to ensure that defendant's products would comply with applicable law.	An exception to at-will employment exists where discharge contravens a clear mandate of public policy.
Embry v. Hargadine, McKittrick Dry Goods Co. Court of Appeals, Missouri, 1907 127 Mo.App. 383, 105 S.W. 777 Pg. 325	Plaintiff was employed with the defendant as a sample selector. The plaintiff had a one-year employment contract with defendant for $2,000 per year. Upon the expiration of the employment contract, plaintiff approached the defendant and sought to renew his employment contract at the same rate. The plaintiff contended that he approached the defendant, telling him that he would quit if not rehired. According the plaintiff, the defendant replied, "don't worry, you are alright." Plaintiff interpreted that to mean that he was under a renewed contract with the defendant.	Under the objective theory of contract formation, if a parties' conduct or expressions would induce a reasonable person to believe that the party had assented to the contract, then the contract is enforceable.
Kabil Developments Corp. v. Mignot Supreme Court of Oregon, 1977 279 Or. 151, 566 P.2d 505 Pg. 329	Plaintiff alleged oral agreement with defendant to provide helicopter services needed for a construction job that Kabil was contracted to perform for the U.S. Forest Service. The plaintiff's Vice President had a conversation with defendant's agent regarding the job, the equipment, time, and hourly rates. Plaintiff agreed that there was no contract at that time, but used the numbers in the bid for the project. Plaintiff's Vice President testified that at that time defendant's agent said they would do the job.	"The manifestation of a party's intention, rather than the actual or real intention, is controlling."
McDonald v. Mobil Coal Producing, Inc. Supreme Court of Wyoming, 1991 820 P.2d 986. Pg. 334	Employee was rumored to have sexually harassed a female co-worker. The employee resigned, but that his resignation was a dismissal resulting from a meeting with company officials. The employee challenged the dismissal on the grounds that he signed an employee handbook, which provided that the company would give the employee an opportunity to be heard.	An employee handbook will be treated as an employment contract if a party would reasonably rely on the handbook in the inducement of employment. Disclaimers must be conspicuous.
Moulton v. Kershaw Supreme Court of Wisconsin, 1884 59 Wis. 316, 18 N.W. 172 Pg. 343	Defendant sent note to customers saying they were authorized to offer Michigan fine salt in full car-load lots of 80-95 barrels for 85 cents a barrel, to be shipped per C & N.W. R.R. Co. only. The next day plaintiff replied with an order to ship 2,000 barrels. The following day the defendant withdrew the letter.	In the sale of goods, for there to be a binding offer, the offeree must include the specific quantity being offered.
Joseph Martin, Jr. Delicatessen v. Schumacher Court of Appeals of New York, 1981 52 N.Y.2d 105, 436 N.Y.S.2d 247, 417 N.E.2d 541 Pg. 346	Landlord and tenant had a five year lease, which started at $500 and ended at $650 on the fifth year. The contract provided that the tenant may renew at the end of year five for an additional five years at an amount to be agreed upon.	An agreement to agree is indefinite and not a contract.
Empro Mfg. Co. v. Ball-Co Mfg., Inc. United States Court of Appeals, Seventh Circuit, 1989 870 F.2d 423 Pg. 352	Empro and Ball-Co entered into a letter-of-intent for an asset sale. Ball-Co balked, and started looking for other buyers because Empro wouldn't agree to have the transacton secured by the land under the plant.	Letters of intent are not binding unless they incorporate all the terms that are to be found in a contract.
Wheeler v. White Supreme Court of Texas, 1965 398 S.W.2d 93 Pg. 355	Plaintiff claimed that defendant breached a contract to secure a loan or furnish the money necessary to pay for improvements made to plaintiff's land. The defendant claimed the contract was unenforceable because it lacked essential elements.	Where one party has by his words or conduct made to the other a promise or assurance which was intended to affect the legal relations between them and to be acted on accordingly, then, once the other party has taken him at his word and acted on it, the party who gave the promise cannot afterward be allowed to revert to the previous relationship as if no such promise had been made.
Raffles v. Wichelhaus Court of Exchequer, 1864 2 Hurlstone & Coltman 906 Pg. 358	Plaintiff and defendant contracted for the shipment of bales of cotton departing from Bombay. The plaintiff alleged that the shipment was intended to depart from a ship called the "Peerless" in October, but the defendant made the shipment on another ship also called the "Peerless" in December.	In the absence of evidence to the contrary, ambiguities in contracts will not be enforced.
Cobaugh v. Klick-Lewis, Inc. Superior Court of Pennsylvania, 1989 385 Pa.Super. 587, 561 A.2d 1248 Pg. 363	". . .Amos Cobaugh was playing in the East End Open Golf Tournament on the Fairview Golf Course in Cornwall, Lebanon County. When he arrived at the ninth tee he found a new Chevrolet Beretta, together with signs which proclaimed: 'HOLE-IN-ONE Wins this 1988 Chevrolet Beretta GT Courtesy of KLICK-LEWIS Buick Chevy Pontiac $ 49.00 OVER FACTORY INVOICE in Palmyra.' Cobaugh aced the ninth hole and attempted to claim his prize. Klick-Lewis refused to deliver the car. . ."	"[t]he promoter of [a prize-winning] contest, by making public the conditions and rules of the contest, makes an offer, and if before the offer is withdrawn another person acts upon it, the promoter is bound to perform his promise."
Allied Steel & Conveyors, Inc. v. Ford Motor Co. United States Court of Appeals, Sixth Circuit, 1960 277 F.2d 907 Pg. 369	Ford ordered from Allied numerous items of machinery and equipment. The order was submitted on a written form that contained a provision making Allied liable for any injuries occurring as a result of negligence by Allied employees or Ford employees. The question arose as to whether Allied had accepted that provision of the contract.	If an offeror merely suggests a permitted method of acceptance, other methods of acceptance are not precluded. Moreover, it is equally well settled that if the offer requests a return promise and the offeree without making the promise actually does or tenders what he was requested to promise to do, there is a contract if such performance is completed or tendered within the time allowable for accepting by making a promise. In such a case a tender operates as a promise to render complete performance.
Davis v. Jacoby Supreme Court of California, 1934 1 Cal.2d 370, 34 P.2d 1026 Pg. 372	Plaintiff had lived with Aunt and Uncle while growing up and maintained a close relationship with them after her marriage. After a time, the Aunt and Uncle fell ill and the Uncle wrote to plaintiff promising his inheritance if she would come and take care of them. Plaintiff agreed to come, but Uncle died before she could arrive. Plaintiff took care of Aunt until she died, but then found out that will said inheritance should go to someone else.	Uncle's promise and plaintiff's action based on that promise was a bilateral contract. Plaintiff accepted the contract by performing and thus the contract should be upheld.
Petterson v. Pattberg Court of Appeals of New York, 1928 248 N.Y. 86, 161 N.E. 428 Pg. 378	Defendant made an offer to plaintiff that he would relieve the plaintiff of his mortgage at a discount rate if the plaintiff would pay the discounted amount by a certain date. Plaintiff responded to the offer by going to defendant's house to pay the discounted amount. When plaintiff arrived, the defendant informed him that he had sold his mortgage to someone else.	The offer of the defendant was withdrawn before it became a binding promise. Thus, the contract is void.
Brackenbury v. Hodgkin Supreme Judicial Court of Maine, 1917 116 Me. 399, 102 A. 106 Pg. 385	An aged widow wrote to her daughter in Missouri and requested her to come to Maine to take care of her in her old age. The widow wrote that if the daughter would come that she would be given use and the income generated by the widow's premises. The daughter came, relying on the promise, but after a few weeks discord occurred between them and the widow kicked the daughter and her husband out of the house.	The daughter justifiably relied on the promise by her mother the widow, and performed her side of the agreement. Therefore, the daughter should be entitled to a remedy at law.
Thomason v. Bescher Supreme Court of North Carolina, 1918 176 N.C. 622, 97 S.E. 654 Pg. 392	The question arose as to what import and consideration should be given a covenant under seal. Should such an instrument be held to be a binding agreement enforceable in all actions before the common-law courts.	The defendants are bound by their covenant under seal and not at liberty to withdraw their offer before the expiration of the time agreed upon.
James Baird Co. v. Gimbel Bros. United States Court of Appeals, Second Circuit, 1933 64 F.2d 344 Pg. 395	Defendant sent out offer to several contractors to supply linoleum for a construction project. A few days afterward, the defendant realized it had made a mistake on the specifications of the contract and withdrew its offer. The plaintiff, however, had already sent in a bid on the contract. Plaintiff's bid was accepted, but defendant declined to recognize the existence of a contract.	Defendant withdrew the offer before the plaintiff had accepted. Thus, the defendant legally withdrew from the contract. The plaintiff could also not recover under promissory estoppel, because the contract lacked consideration.
Drennan v. Star Paving Co. Supreme Court of California, 1958 51 Cal.2d 409, 333 P.2d 757 Pg. 399	Contractor received a bid from a sub-contractor to complete a construction job. Contractor used the sub-contractor's bid in formulating his own bid for the project. Contractor was awarded the project. After being awarded the project, the sub-contractor came to contractor and let the contractor know that it could no longer complete the job for what it had said that it could. As a result, contractor was forced to find another sub-contractor to do the job at a higher price.	The contractor justifiably relied on the sub-contractor's promise to the contractor's detriment. Thus, the sub-contractor is responsible for the loss.
Hoffman v. Red Owl Stores, Inc. Supreme Court of Wisconsin, 1965 26 Wis.2d 683, 133 N.W.2d 267 Pg. 409	Plaintiff (Hoffman) entered into a franchise agreement with defendant (Red Owl Stores, Inc.) to set up a grocery supermarket. Plaintiff informed defendant that he only had $18,000 capital and defendant assured plaintiff that this would be sufficient to "set him up in a Red Owl agency store." Relying on the promise, plaintiff sold his business and incurred expenses in establishing an agency store. Defendant then changed the terms of the deal, eventually requiring $34,000 in capital. Plaintiff then told defendant he could not go along with the proposal and terminated the negotiations between the parties.	Sec. 90 of Restatement, 1 Contracts, provides: "A promise which the promisor should reasonably expect to induce action or forbearance of a definite and substantial character on the part of the promisee and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise."
Livingston v. Evans Supreme Court of Alberta, 1925 [1925] 4 D.L.R. 769 Pg. 416	The defendant, Evans, offered to sell the land in question for $1,800. The plaintiff produced a counter-offer of $1,600. The defendant wrote back to the plaintiff, rejecting the counter-offer, stating that they could not reduce the price. The plaintiff then accepted the original offer.	When an offer has been rejected it is thereby ended and it cannot be afterwards accepted without the consent of him who made it.
Idaho Power Co. v. Westinghouse Electric Corp. United States Court of Appeals, Ninth Circuit, 1979 596 F.2d 924 Pg. 422	Idaho Power Co. sent an inquiry to Westinghouse asking its price for a three-phase voltage regulator. Westinghouse responded with a price quotation which provided that it was subject to the terms and conditions on the back of the form. Idaho Power responded with a purchase order describing the regulator and referring to Westinghouse's price quotation. Idaho Power's order form provided that acceptance of the order constituted an acceptance of Idaho Power's conditions, which did not limit Westinghouse's liability. The two companies thus presented contradictory acceptance terms through their form contracts.	A definite and seasonable expression of acceptance . . . which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. U.C.C. Section 2-207(1).
ProCD, Inc. v. Zeidenberg United States Court of Appeals, Seventh Circuit, 1996 86 F.3d 1447 Pg. 430	The plaintiff was a software publisher that sold a product to both consumers and businesses. The price consumers paid was significantly less than the price a business was required to pay. To enforce the prices and usage, the plaintiff utilized a license which limited the usage of the product. The defendant reverse engineered the software and planned to offer the software for free to users.	Shrink-wrap licenses are enforceable unless their terms are objectionable on the grounds applicable to contracts generally.
Morrison v. Thoelke District Court of Appeals of Florida, 1963 155 So.2d 889 Pg. 437	Appellants were purchasers in a land transaction. The appellants executed a contract for the sale of land on November 26, 1957 and placed it in the mail the next day. After mailing the contract, but prior to its receipt, appellees repudiated the contract.	The acceptance of a contract is effective when the contract has been mailed out or dispatched even if the contract is repudiated before it is received.
Hobbs v. Massasoit Whip Co. Supreme Judicial Court of Massachusetts, 1893 158 Mass. 194, 33 N.E. 495 Pg. 448	Plaintiff instituted an action for the price of eel skins, which were sent by the plaintiff to the defendant, and kept by the defendant some months until they were destroyed. Plaintiff received no notice that the defendant declined to keep the skins.	Conduct which imports acceptance or assent is acceptance or assent in the view of the law, whatever may have been the actual state of mind of the party.
Morone v. Morone Court of Appeals of New York, 1980 50 N.Y.2d 481, 429 N.Y.S.2d 592, 413 N.E.2d 1154 Pg. 452	Plaintiff alleged that she and defendant lived together and held themselves out to the community as husband and wife and that defendant acknowledges that the two children born of the relationship are his. She sought recovery for "housewifely" duties within a marital-type arrangement on express and implied contract theories.	"[A]n express agreement between unmarried persons living together is as enforceable as though they were not living together . . . , provided only that illicit sexual relations were not "part of the consideration of the contract". . . . The theory of these cases is that while cohabitation without marriage does not give rise to the property and financial rights which normally attend the marital relation, neither does cohabitation disable the parties from making an agreement within the normal rules of contract law. . . ."
Mitchill v. Lath Court of Appeals of New York, 1928 247 N.Y. 377, 160 N.E. 646 Pg. 457	Plaintiff agreed in writing to purchase land. The defendant agreed pursuant to an oral agreement, to remove an ice house.	Oral agreements can vary written agreements when (1) the agreement is collateral and has separate consideration; (2) it doesn't contradict the writing; and (3) the agreement wouldn't ordinarily be adopted in writing.
Hatley v. Stafford Supreme Court of Oregon, 1978 284 Or. 523, 588 P.2d 603 Pg. 464	Plaintiff sued in trespass to recover land that was leased to the defendant for the purpose of growing wheat. The parties agreed in writing that the defendant could repurchase the land. The issue was that the repurchase price was significantly lower than the value of the land, because defendant had grown a crop of wheat on the land. The plaintiff sought to introduce parol evidence concerning the duration of the buy-out provision.	The Court may take into account circumstances surrounding a transaction to determine whether the writing is intended to incorporate the entire agremeeent and whether parol evidence may be used to determine the parties' intent.
Long Island Trust Co. v. International Inst. for Packaging Educ., Ltd. Court of Appeals of New York, 1976 38 N.Y.2d 493, 381 N.Y.S.2d 445, 344 N.E.2d 377 Pg. 477	Appellants were personal guarantors on behalf of a corporation, which was loaned money by a bank. The loan note required the signature of all five guarantors. Only four signed a subsequent agreement. The appellants claimed that parol evidence was needed to show that the agreement required the endorsement of all the parties that guaranteed the loan.	"Where the terms of the conditional delivery have not been complied with, the instrument is unenforceable and parol evidence is admissible to show that the delivery of the instrument to the payee was a conditional delivery. . . . Thus, an agreement that any renewal notes would be endorsed, and, if proved, would make the note unenforceable against the guarantors whose dleivery was conditional upon the procurement of all such endorsements."
Lipsit v. Leonard Supreme Court of New Jersey, 1974 64 N.J. 276, 315 A.2d 25 Pg. 485	Plaintiff was induced to engage in an employment agreement by a discussion surrounding equity in a corporation wholly owned by the defendant / employer.	Parol evidence is admissable to show the presence of a fraudulent oral promise and misrepresentation, which induced the agreement.
LaFazia v. Howe Supreme Court of Rhode Island, 1990 575 A.2d 182 Pg. 490	Defendants entered into an agreement with plaintiffs to purchase their delicatessen. The plaintiffs induced the defendants to buy the deli by falsely representing that the business was successful. The contract had a merger agreement, which stated that the writing was the etire agreement between the two parties and that the purchaser had bought the business "as is."	Specific merger agreements preclude parol evidence even when their has been fraud.
Hoffman v. Chapman Court of Appeals of Maryland, 1943 182 Md. 208, 34 A.2d 438 Pg. 497	Parties entered into a contract for the sale of land. The contract was for the sale of part of a lot. The recorder of the deed recorded the sale, so that the entire parcel was conveyed.	Whenever it is alleged that fraud, accident or mistake occurred in the making of a contract, the court will admit parol evidence.
Pacific Gas & Elec. Co. v. G.W. Thomas Drayage & Rigging Co. Supreme Court of California, 1968 69 Cal.2d 33, 69 Cal.Rptr. 561, 442 P.2d 641 Pg. 504	The defendant entered into a contract with plaintiff to remove and replace the upper cover of plaintiff's steam turbine. The defendant agreed to perform the work at own risk and "indemnify" plaintiff. During the work the cover fell, causing damages.	Extrinsic Evidence is permissible when the court considers evidence and there is a fair chance that there are differing interpretations.
Mundy v. Lumberman's Mut. Cas. Co. United States Court of Appeals, First Circuit, 1986 783 F.2d 21 Pg. 514	Thomas Mundy, an assistant district attorney of Suffolk County, Massachusetts, and his wife, Madelon, have sued their insurer in an effort to recover the actual value of some silver that was stolen from their home. Since the policy in effect at the time of the burglary limited recovery for loss of silverware to $1000, the company refused to pay them any more. The Mundys noted, however, that an earlier policy had not contained such a limit. They argued that the company did not give them adequate notice of the change when it sent them the policy renewal.	An insured is binded by the terms of a renewal insurance policy as long as he receives it.
Henningsen v. Bloomfield Motors, Inc. Supreme Court of New Jersey, 1960 32 N.J. 358, 161 A.2d 69 Pg. 520	Mrs. Henningsen was driving her new Chrysler when the steering wheel spun in her hands causing her to veer and crash into a highway sign. Mr. Henningsen (plaintiff) sued Bloomfield Motors, Inc. (defendant) to recover consequential losses, joining his wife in a suit against Bloomfield and Chrysler. Mr. Henningsen's theory was based on alleged breach of an implied warranty of merchantability imposed by the Uniform Sales Act. The defense relied on a disclaimer of the warranty.	An express warranty, which limits a manufacturer's liability to replace defective parts, is void, as it is against public policy.
Richards v. Richards Supreme Court of Wisconsin, 1994 181 Wis.2d 1007, 513 N.W.2d 118 Pg. 527	Plaintiff was the wife of a truck driver. To ride along with her husband, plaintiff was required to sign a "Passenger Authorization" form used by the company for which the plaintiff's husband worked. The "Passenger Authorization" form served as a general release of all claims against the company.	Exculpatory contracts, like the one at issue in this case, are void as against public policy.
Broemmer v. Abortion Services of Phoenix Supreme Court of Arizona, 1992 173 Ariz. 148, 840 P.2d 1013 Pg. 531	Melinda Broemmer (plaintiff) appealed a decision that held that an "Agreeement to Arbitrate" which she signed prior to undergoing a clinical abortion was an enforceable, albeit an adhesive, contract.	An adhesion contract is a contract offered to consumers of goods and services on essentially a "take it or leave it" basis without affording the consumer a realistic opportunity to bargain and under such conditions that the consumer cannot obtain the desired product or services except by acquiescing in the form contract. To determine whether contracts of adhesion are enforceable, the Court looks at two factors: (1) the reasonable expectations of the adhering party; and (2) whether the contract is unconscionable.
Halbman v. Lemke Supreme Court of Wisconsin, 1980 99 Wis.2d 241, 298 N.W.2d 562 Pg. 543	Lemke agreed to sell Halbman (a minor) a 1968 Oldsmobile for $1,250. Halbman paid Lemke $1,000 cash and took possession of the car. Halbman agreed to pay $25 per week until the remainder of the purchase price was paid off, upon which time he would take title to the car. Halbman disaffirmed the contract and sued for return of the $1,100 he paid toward the purchase of the vehicle.	A minor is entitled disaffirm a contract for the purchase of items which are not necessities. A minor who disaffirms a contract is entitled to recover all consideration he had conferred incident to the transaction. In return the minor is expected to restore as much of the consideration as, at the time of disaffirmance, remains in the minor's possession.
Odorizzi v. Bloomfield School Dist. California District Court of Appeal, 1966 246 Cal.App.2d 123, 54 Cal.Rptr. 533 Pg. 557	Plaintiff, a school teacher, was arrested for homosexuality and subsequently resigned. He alleged that he was coerced into resigned by the high school principal and superintendent of schools. He sought to rescind his resignation on the grounds that it was made under duress, menace, fraud, mistake, and undue influence.	"To make a good contract a man must be a free agent. Pressure of whatever sort which overpowers the will without convincing the judgment is a species of restraint under which no valid contract can be made. Importunity or threats, if carried to the degree in which the free play of a man's will is overborne, constitute undue influence, although no force is used or threatened. A party may be led but not driven, and his acts must be the offspring of his own volition and not the record of someone else's."
Austin Instrument, Inc. v. Loral Corp. Court of Appeals of New York, 1971 29 N.Y.2d 124, 324 N.Y.S.2d 22, 272 N.E.2d 533 Pg. 562	After being awarded a contract for radar equipment with the Navy, the defendant entered into a contract with the plaintiff, a component manufacturer. Subsequently, the defendant was awarded a second contract with the Navy. The plaintiff threatened to breach the contract if they were not awarded a contract as the exclusive component supplier on the second contract.	Economic duress consists of (1) a wrongful threat; (2) an inability to cover; and (3) the lack of free will.
Alaska Packers' Ass'n v. Domenico United States Court of Appeals, Ninth Circuit, 1902 117 F. 99 Pg. 569	Sailors and fisherman agreed to work for the defendant on his ship in Alaska. While the ship was out to sea, the workers threatened to quit if they did not receive a raise. The defendant agreed to the raise, but when they returned from fishing, he refused to pay the additional wages.	" . . . [W]hen a party merely does what he has already obligated himself to do, he cannot demand an additional compensation therefor; and although, by taking advantage of the necessities of his adversary, he obtains a promise for more, the law will regard it as nudum pactum, and will not lend its process to aid in the wrong." The court held that there was no consideration for the additional promise.
Brian Constr. & Dev. Co. v. Brighenti Supreme Court of Connecticut, 1978 176 Conn. 162, 405 A.2d 72 Pg. 573	Plaintiff and defendant contracted for excavation work. During the course of performing the excavation work, the defendant discovered considerable debris below the surface, which would make the job considerably more difficult and costly. Defendant refused to perform. Defendant and plaintiff entered into a subsequent oral contract for the excavation work that compensated defendant an additional ten percent. Subsequently, the defendant ceased working on the contract and the plaintiff was forced to complete the work incurring damages.	The Court will enforce a subsequent agreement which includes an additional obligation not specified in the original contract and for which there is additional compensation.
Universal Builders, Inc. v. Moon Motor Lodge, Inc. Supreme Court of Pennsylvania, 1968 430 Pa. 550, 244 A.2d 10 Pg. 580	Plaintiff entered into a contract with Moon Motor Lodge to build a hotel and restaurant. Plaintiff's masonry sub-contractor made errors, which defendant demanded plaintiff answer for by paying $5,000 and doing additional work for free. The contract between the parties provided that all additional work outside the scope of the contract required a written change order. The defendant orally requested additional work done.	Requirements that change orders be only in writing can be waived orally.
Hackley v. Headley Supreme Court of Michigan, 1881 45 Mich. 569, 8 N.W. 511 Pg. 586	Headley sued Hackley to recover compensation on a contract which required Headly to cut and deliver logs. The plaintiff claimed he was owed $6,200 on the contract. Defendant offered plaintiff $4,000 and said he could sue for the rest. Plaintiff could not afford to sue and needed the money, so he accepted the note and signed a note discharging the defendant from any further liability. The plaintiff sued under a theory of duress.	Duress exists when one by the unlawful act of another is induced to make a contract or perform some act under circumstances which deprive him of the exercise of free will.
Marton Remodeling v. Jensen Supreme Court of Utah, 1985 706 P.2d 607 Pg. 590	Marton performed work under a "time and materials" contract for Jensen. Marton presented Jensen with a bill for $6,500, which Jensen thought was excessive, prompting Jensen to offer $4,000. Marton refused and Jensen sent Marton a check for $5,000 with a note stipulating that endorsement of the check constitutes full and final satisfaction of any and all claims. Marton cashed the check and sued for the $1,538 balance plus punitive damages and attorneys fees. Jensen contended that Marton's cashing of the check constituted accord and satisfaction that could not be altered by the words added to the condition placed thereon by Jensen.	When a bona fide dispute arises and a check is tendered in full payment of an unliquidated claim, the creditor may not disregard the condition attached.
Denney v. Reppert Court of Appeals of Kentucky, 1968 432 S.W.2d 647 Pg. 598	A reward was offered by a bank, which had been robbed, for the arrest and conviction of each bank robber. The question was whether the employees of the robbed bank were eligible to receive or share in the reward.	When a reward is offered to the general public for the performance of some specified act, such reward may be claimed by any person who performs such act, with the exception of agents, employes and public officials who are acting within the scope of their employment or official duties.
Jackson v. Seymour Supreme Court of Appeals of Virginia, 1952 193 Va. 735, 71 S.E.2d 181 Pg. 601	Plaintiff asked defendant, her brother, to purchase land from her. Both parties were under the impression the land had very little value. Subsequent to the transaction, the defendant discovered that there was valuable timber on the land. Shortly after he proceeded to sell the lumber and made a profit. The plaintiff offered to buy-back the land from the defendant. The defendant refused to sell-back the land.	If there is a mutual mistake, the court may find constructive fraud if (1) there is a fiduciary or confidential relationship between the parties; (2) there is reliance by the plaintiff upon the advice and judgment of the defendant; (3) the transaction results in a gross inadequacy of the price paid and the fair market value; and (4) there is an offer to restore the purchase price and rescind the transaction and the defendant rejects the offer.
Sherwood v. Walker Supreme Court of Michigan, 1887 66 Mich. 568, 33 N.W. 919 Pg. 606	Plaintiff purchased a cow that was believed to barren. However, soon after the purchase, the defendant realized the cow was with calf.	Sherwood illustrates the older test of mutual mistake, which is no longer good law. The older test holds that ". . . if there is a difference or misapprehension as to the substance of the thing bargained for, if the thing actually delivered or received is different in substance from the thing bargained for and intended to be sold, then there is no contract."
Elsinore Union Elementary School Dist. v. Kastorff Supreme Court of California, 1960 54 Cal.2d 380, 6 Cal.Rptr. 1, 353 P.2d 713 Pg. 616	Defendant, a building contractor, submitted a bid to make additions to plaintiff's school buildings. The plaintiff realized that he produced a bid that was too low due to a clerical error and promptly rescinded his bid.	Unilateral mistakes will result in avoidance if they are not the result of shirking a legal duty and the contract would be unconscionable to enforce.
Tribe v. Peterson Supreme Court of Wyoming, 1998 964 P.2d 1238 Pg. 625	Plaintiff / appellant, Steve Tribe, purchased his first horse from appellees, the Petersons. Tribe asserted that the appellees expressly guaranteed that the horse would never buck and brought suit for breach of warranty when the horse bucked him from the saddle, shattering his left wrist. Plaintiff lost a jury trial on his claims.	"In order for an express warranty to exist, there must be some positive and unequivocal statement concerning the thing sold which is relied on by the buyer and which is understood to be an assertion concerning the items sold and not an opinion. . . . A representation which expresses the seller's opinion, belief, judgment or estimate does not constitute an express warranty."
Hinson v. Jefferson Supreme Court of North Carolina, 1975 287 N.C. 422, 215 S.E.2d 102 Pg. 628	Plaintiff sued to recover the purchase price of a parcel of land and to cancel the deed. The plaintiff intended to build a house on the land, but was unable because the land had drainage problems which would require improvements to a nearby swamp and creek at a prospective cost of several hundred thousands of dollars. The drainage problems were not known to either the plaintiff or defendants at the time of the sale.	In every contract for the sale of land, the vendor shall be held to impliedly warrant to the vendee that at the time of passing the deed, the land is sufficiently free from structural defects. An implied warranty cannot be held to extend to defects which are visible or should be visible to a reasonable man.
Johnson v. Healy Supreme Court of Connecticut, 1978 176 Conn. 97, 405 A.2d 54 Pg. 635	The defendant was unaware of defects in the substructure of a building that he sold to the plaintiff and represented to the plaintiff that the house was made of the best material.	Even if it is innocent, a material misrepresentation is voidable if a party reasonably relies on it to their detriment.
Cushman v. Kirby Supreme Court of Vermont, 1987 148 Vt. 571, 536 A.2d 550 Pg. 640	The plaintiffs entered into negotiations to buy a house from the defendants, a husband and wife. The wife represented the house's water supply was hard and the husband did not disclose anything about the water. After moving into the house, the plaintiff was informed that there was sulfur in the water.	Contracts are voidable when the other party makes an intentional misrepresentation and has a duty to disclose, but doesn't.
Taylor v. Caldwell King's Bench, 1863 3 Best & S. 826 Pg. 648	Parties contracted for the use of a music hall. A fire destroyed the music hall and the plaintiff was unable to use the hall for which they had contracted. Neither party was at fault for the fire.	When there is an unforeseen accident, a party will not be held to performance if they are not able to perform as a result of such accident.
Tompkins v. Dudley Court of Appeals of New York, 1862 25 N.Y. 272 Pg. 652	Plaintiffs sued as trustees of a school district for money they had spent building a school, which burned down before it was entirely built.	When a party is prevented by the act of God from discharging a duty created by the law, he is excused; but when he engages unconditionally, by express contract, to do an act, performance is not excused by inevitable accident or other unforeseen contingency not within his control.
Carroll v. Bowersock Supreme Court of Kansas, 1917 100 Kan. 270, 164 P. 143 Pg. 654	Plaintiff began construction of a concrete floor in defendant's warehouse. Subsequently, the warehouse was completely destroyed by fire.	"[T]he liability of the owner . . . should be measured by the amount of contract work done which, at the time of the destruction of the structure, had become so far identified with it as that but for the destruction it would have inured to him as contemplated by the contract.
Kel Kim Corp. v. Central Markets, Inc. Court of Appeals of New York, 1987 70 N.Y.2d 900, 524 N.Y.S.2d 384, 519 N.E.2d 295 Pg. 663	Plaintiff leased a vacant supermarket from defendant to use as a roller skating rink. The plaintiff was required to maintain liability insurance on the property. During the course of the contract, there was a liability insurance market crisis, which prompted the plaintiff's insurer to send a letter notifying the plaintiff of the cancellation of the policy. The defendant instructed the plaintiff to vacate the premises. The plaintiff brought a declaratory action against the defendant, alleging impossibility because of the state of the insurance market.	"Impossibility excuses a party's performance only when the destruction of the subject matter of the contract or the means of performance makes performance objectively impossible. Moreover, the impossibility must be produced by an unanticipated event that could not have been foreseen or guarded against in the contract."
Bunge Corp. v. Recker United States Court of Appeals, Eight Circuit, 1975. 519 F.2d 449 Pg. 665	Appellant, a grain dealer, and Appellee, a farmer entered into a contract for the soybeans. The contract provided that the soy beans must be farmed within the continental United States. Winter weather made it impossible for the appellee to harvest the soybeans on his farm. The appellee failed to deliver the soy beans.	In the event of the destruction of the subject matter of a contract, to be excused from performance, the specific source of the subject matter must be contemplated or specified by both parties to the contract.
American Trading & Prod. Corp. v. Shell Int'l Marine, Ltd. United States Court of Appeals, Second Circuit, 1972 453 F.2d 939 Pg. 669	Due to war in the Middle East, the owner of a chartered ship was forced to change his route while delivering lube oil from New York to Bombay. The alternative route doubled the length of the trip, resulting in a higher cost for the owner. The owner of the ship sued for additional compensation.	The doctrine of commercial impracticability requires the plaintiff to establish an unreasonable difficulty or extreme expense to excuse performance.
Krell v. Henry Court of Appeal, 1903 2 K.B. 740 Pg. 675	Henry rented a flat from Krell so that he could have a good view of the coronation ceremony for Edward VII. The ceremony was cancelled and Henry refused to pay for the flat, so Krell sued.	The doctrine of frustration may excuse performance when the underlying value or purpose of the contract has been destroyed.
Lloyd v. Murphy Supreme Court of California, 1944 25 Cal.2d 48, 153 P.2d 47 Pg. 681	Plaintiff leased defendant premises in Beverly Hills to sell new cars. The government restricted the sale of new cars. Defendant repudiated the lease and plaintiff sued for declaratory relief and damages.	To invoke the doctrine of frustration a party must show (1) that the change in circumstances has made performance different from what was reasonably expected; (2) that the risk was unforeseeable; and (3) that the underlying value of the bargained for exchange was destroyed by a supervening event.
Chase Precast Corp. v. John J. Paonessa Co. Supreme Judicial Court of Massachusetts, 1991 409 Mass. 371, 566 N.E.2d 603 Pg. 684	Defendant entered into a contract with the Commonwealth of Massachusetts to replace a grass median strip on Route 128 with concrete. Citizens of Massachusetts protested and the government cancelled the project. Plaintiff had contracted with defendant to provide concrete median barriers.	The doctrine of frustration may excuse performance when a party's principle purpose is substantially frustrated without his fault by the occurrence of an event the non-occurrence of which was a basic assumption on which the contract was made. Restatement (Second) Contracts § 265.
Woollums v. Horsley Court of Appeals of Kentucky, 1892 93 Ky. 582, 20 S.W. 781 Pg. 688	Appellant, an elderly disabled recluse, entered into a contract with the appellee, a sophisticated business man, by which all the oils, gases and minerals on appellant's land were sold to appellee for an amount that was significantly less than it was worth.	"A contract ought not to be carried into specific performance unless it be just and fair in all respects. When this relief is sought ethics are considered, and a court of equity will sometimes refuse to set aside a contract, and yet refuse its specific performance."
Waters v. Min Ltd. Supreme Judicial Court of Massachusetts, 1992 412 Mass. 64, 587 N.E.2d 231 Pg. 695	Plaintiff entered into a contract with defendants to assign an annuity with a value of $189,000 in exchange for $50,000. Plaintiff brought suit to rescind the contract on the ground of unconscionability.	If the sum total of the provisions of a contract drive too hard a bargain, a court of conscience will not assist its enforcement.
Brower v. Gateway 2000, Inc. Supreme Court of New York, Appellate Division, 1998 246 A.D.2d 246, 676 N.Y.S.2d 569 Pg. 701	Appellants purchased computers and software from defendant and alleged deceptive sales practices in seven causes of action, including breach of warranty, breach of contract, fraud and unfair trade practices. Defendant moved to dismiss the claim because of a arbitration clause that is included in every shipment. The clause maintains that by keeping the system, the customers are agreeing to the terms and conditions included in the shipment.	To sustain a theory of unconscionability, New York law requires a showing that a contract is both procedurally and substantively unconscionable when made.
Howard v. Federal Crop Ins. Corp. United States Court of Appeals, Fourth Circuit, 1976 540 F.2d 695 Pg. 716	Plaintiff-appellants sued to recover for losses to their 1973 tobacco crop due to alleged rain damage. The crops were insured by defendant-appellee, Federal Crop Ins. Corp. (FCIC). The plaintiffs harvested and sold the depleted crop and timely filed notice and proof of loss with FCIC, but, prior to inspection by the adjuster for FCIC, the Howards had either plowed or disked under the tobacco fields to prepare the same for sowing a cover crop of rye to preserve the soil, which destroyed some stalks and in turn violated a portion of the policy which provides that the stalks on any acreage with respect to which a loss is claimed shall not be destroyed until the corporation makes an inspection.	"Where it is doubtful whether words create a promise or an express condition, they are interpreted as creating a promise; but the same words may sometimes mean that a party promises a performance and that the other party's promise is conditional on that promise." Restatement of the Law of Contracts, Section 261.
Gray v. Gardner Supreme Judicial Court of Massachusetts, 1821 17 Mass. 188 Pg. 721	Assumpsit on a written promise to plaintiff $5,198.87 "on the condition that if a greater quantity of sperm oil should arrive in whaling vessels at Nantucket and New Bedford, on or between the first day of April and the first day of October of the present year, both inclusive, than arrived at said places, in whaling vessels, on or within the same term of time the last year, then this obligation to be void." The dispute concerned whether a shipment arrived.	If they wish to void the promise, the burden of proof is on the defendants to show that the event has happened or not happened.
Parsons v. Bristol Dev. Co. Supreme Court of California, 1965 62 Cal.2d 861, 44 Cal.Rptr. 767, 402 P.2d 839 Pg. 728	Defendant Bristol Dev. Co. entered into a written contract with plaintiff engaging him as an architect to design an office building for a lot in Santa Ana and to assist in supervising construction. The dispute concerned Bristol's obligation to pay plaintiff under phase two of the contract. The contract provided that as a condition precedent Bristol had to obtain financing before it had to perform or pay plaintiff.	"When 'payment of money is to be made from a specific fund, and not otherwise, the failure of such fund will defeat the right of recovery.' . . . 'A party who prevents fulfillment of a condition of his own obligation . . . cannot rely on such condition to defeat his liability.' . . ."
Mascioni v. I.B. Miller, Inc. Court of Appeals of New York, 1933 261 N.Y. 1, 184 N.E. 473 Pg. 733	Plaintiffs (subcontractor) contracted with defendants to provide all materials and work for the erection of concrete walls. The defendant was not paid for the job, but the plaintiffs received a judgment against the defendant for the agreed price.	"A provision for the payment of an obligation upon the happening of an event does not become absolute until the happening of the event.
Royal-Globe Ins. Co. v. Craven Supreme Judicial Court of Massachusetts, 1992 411 Mass. 629, 585 N.E.2d 315 Pg. 737	Theresa Craven was injured in a hit and run accident. She was insured by Royal-Glob, who sought declaratory judgment that it was not liable because Craven's notice to Royal-Globe was not timely. The trial judge entered summary judgment for Craven. Royal-Globe appealed.	"In order to work an estoppel it must appear that one has been induced by the conduct of another to do something different from what otherwise would have been done and which has resulted to his harm."
Gilbert v. Globe & Rutgers Fire Ins. Co. Supre Court of Oregon, 1919 91 Or. 59, 174 P. 1161 Pg. 742	Plaintiff's beach cottage, which was insured by defendant, was totally destroyed by fire. Defendant's adjuster visited the site and fixed the loss at $1,531. Thereafter, the Astoria Lumber Co. brought an action against plaintiff in which a writ of garnishment was issued to compel defendant to pay Astoria the insurance proceeds due plaintiff for the fire loss.	"[A] waiver is a voluntary relinquishment of a known right, while an estoppel consists of a preclusion which in law prevents a party from alleging or denying a fact in consequence of his own previous act, averment or denial. Hence, if a party relinquishes a known right, awarded him by contract, he cannot, without the consent of his adversary, reclaim it. But the ban of an estoppel may be lifted by the party against whom it is invoked, by the giving of proper notice."
Porter v. Harrington Supreme Judicial Court of Massachusetts, 1928 262 Mass. 203, 159 N.E. 530 Pg. 749	Suit in equity whereby the plaintiff seeks to compel the defendants specifically to perform an agreement to convey land to him. Plaintiff agreed to buy and the defendants to sell two lots of land for a specified sum. Defendants, for the sums already paid, conveyed one of the lots to plaintiff, the contract remaining in force as to the other lot. The plaintiff made payments, but defaulted on the amount agreed upon. The defendants kept the money paid as liquidated damages.	"Parties have a right to make a stated time for performance the essence of a contract. Such an agreement, when not waived either by words or conduct, is binding and will be given effect by courts of equity as well as of law."
Clark v. West Court of Appeals of New York, 1908 193 N.Y. 349, 86 N.E. 1 Pg. 753	Plaintiff and defendant entered into a written contract under which the former was to write and prepare for publication for the latter a series of law books. After the plaintiff had completed a three volume work, the plaintiff claimed that the defendant had broken the contract by causing the book to be copyrighted in the name of a corporation, which was not a party to the contract, and he brought action to recover.	Conditions can be waived, but cannot be breached.
Inman v. Clyde Hall Drilling Co. Supreme Court of Alaska, 1962 369 P.2d 498 Pg. 757	Inman worked for the Clyde Hall Drilling Co. under an employment contract. His employment terminated and he commenced action against the company for a breach of contract, claiming that he was fired without justification. The issue was whether a provision in the contract, making written notice of a claim a condition precedent to recovery, was contrary to public policy.	Making written notice of a claim a condition precedent to recovery is not contrary to public policy.
Aetna Cas. & Sur. Co. v. Murphy Supreme Court of Connecticut, 1988 206 Conn. 409, 538 A.2d 219 Pg. 760	Plaintiff, Aetna Cas. & Sur. Co., brought an action against the defendant, George Murphy, to recover for damage he allegedly caused to a building it had insured. Defendant filed a third party complaint impleading his comprehensive liability insurer, Federal Ins. Co., Chubb Group, as third party defendant. Chubb successfully moved for summary judgment on the ground that Murphy, the defendant and third party plaintiff, had inexcusably and unreasonably delayed in complying with the notice provisions of the insurance contract. The defendant appealed.	"If it can be shown that the insurer suffered no material prejudice from the delay, the nonoccurrence of the condition of timely notice may be excused because it is not, in Restatement terms [Sec. 229], 'a material part of the agreed exchange.'"
Grenier v. Compratt Constr. Co. Supreme Court of Connecticut, 1983 189 Conn. 144, 454 A.2d 1289 Pg. 766	"This case concerns the effect of a provision in a construction contract that conditions payment upon a municipal official's certificate of performance. The plaintiffs, Frank Grenier, John Grenier and Eugene Grenier, brought an action against the defendant, Compratt Construction Company, to recover $ 25,500 which the defendant had agreed to pay for blasting work performed in the construction of certain roads. The defendants responded with an answer and a counterclaim seeking to enforce a liquidated damages clause in the contract. After a trial to the court, judgment was rendered for the plaintiffs in the amount of $ 23,000 together with interest and costs. The defendant has appealed."	"[E]nforcement of a condition depends upon a finding of the intent of the parties as evidenced by their agreement . . . and that an agreement for personal services is normally subject to the condition that the person who is to render the services must be able to perform at the appointed time."
Nolan v. Whitney Court of Appeals of New York, 1882 88 N.Y. 648 Pg. 771	". . . Michael Nolan, the plaintiffs' testator, entered into an agreement with the defendant to do the mason work in the erection of two buildings in the city of Brooklyn for the sum of $ 11,700, to be paid to him by her in installments as the work progressed. The last installment of $ 2,700 was to be paid thirty days after completion and acceptance of the work. The work was to be performed to the satisfaction and under the direction of M. J. Morrill, architect, to be testified by his certificate, and that was to be obtained before any payment could be required to be made. As the work progressed, all the installments were paid except the last, and Nolan, claiming that he had fully performed his agreement, commenced this action to recover that installment. The defendant defended the action upon the ground that Nolan had not fully performed his agreement according to its terms and requirements, and also upon the ground that he had not obtained the architect's certificate, as required by the agreement."	"It is a general rule of law that a party must perform his contract before he can claim the consideration due him upon performance; but the performance need not in all cases be literal and exact."
Fursmidt v. Hotel Abbey Holding Corp. Supreme Court of New York, Appellate Division, 1960 10 A.D.2d 447, 200 N.Y.S.2d 256 Pg. 773	Plaintiff and his father had been rendering valet and laundry services for the Hotel Abbey for a number of years. The plaintiff entered into a three-year contract with the defendant. Approximately eight months into the contract, the defendant informed the plaintiff that he was going to discontinue plaintiff's services. The plaintiff then removed from the premises and was paid $250 per month by a third party that resumed laundry services. The plaintiff claims that defendant had no right to terminate the contract.	"Provisions in agreements calling for performance to the satisfaction of a party fall into two general categories. In contracts relating to operative fitness, utility or marketability the provision 'is construed as a matter of law as imposing only the requisite of satisfying a reasonable man.' . . . On the other hand a literal construction of the "satisfaction" provisions is made where the agreements provide for performance involving "fancy, taste, sensibility, or judgment" of the party for whose benefit it was made. . . ."
Nichols v. Raynbred Court of King's Bench, 1615 Hobart, 88 Pg. 777	Nichols agreed to sell and deliver a cow to Raynbred, who agreed to pay 50 shillings. Neither party performed and Nichols brought an assumpsit against Raynbred.	Promises must be enforced. This case illustrates the earlier doctrine of enforcing promises, as Raynbred has to pay 50 shillings and all he gets is to assert a claim against Nichols.
Kingston v. Preston Court of King's Bench, 1773 2 Doug. 689 Pg. 780	Action to recover debt for nonperformance of covenants contained in certain articles of agreement between plaintiff and defendant.	There are three kinds of covenants: (1) mutual and independent covenants, where either party may recover damages from the other, for the injury he may have received by a breach of the covenants in his favor, and where it is no excuse for the defendant to allege a breach of the covenants on the part of the plaintiff; (2) covenants which are conditions and dependent, in which the performance of one depends on the prior performance of another, and, therefore, till this prior condition is performed, the other party is not liable to an action on his covenant; and (3) mutual conditions to be performed at the same time; and, in these, if one party was ready, and offered, to perform his part, and the other neglected, or refused to perform his, he who was ready, and offered, has fulfilled his engagement, and may maintain an action for the default of the other; though it is not certain that either is obliged to do the first act.
Price v. Van Lint Supreme Court of New Mexico, 1941 46 N.M. 58, 120 P.2d 611 Pg. 783	The plaintiff, desiring to purchase a small tract of land and to construct a building thereon in which to conduct a business, negotiated with the defendant and the defendant advanced $134 to the plaintiff. The money, along with a deed were dispatched from Amsterdam. The deed was delayed, which resulted in a delay in the time in which the plaintiff could deliver the mortgage as security for the loan. The plaintiff began construction of the building and the defendant went on vacation for two months and then sought release of the contract. The plaintiff refused to release defendant from the contract and made demand for performance.	"Where a contract contains mutual promises to pay money or perform some other act, and the time for performance for one party is to, and does, arrive before the time for performance by the other, the latter promise is an independent obligation."
Conley v. Pitney Bowes United States Court of Appeals, Eigth Circuit, 1994 34 F.3d 714 Pg. 789	Conley initiated action against his employer, Pitney Bowes, after he had been denied continued disability benefits for a claim arising from injuries suffered in an automobile accident. At issue was whether a claimant must exhaust administrative procedures when, contrary to the requirements of his plan, the letter denying his benefits does not inform him of appeal procedures.	"[I]n bilateral contracts for an agreed exchange of performances, . . . where one party's performance is to be rendered prior in time to that of the other, it is a constructive condition precedent to the latter's duty."
Ziehen v. Smith Court of Appeals of New York, 1896 148 N.Y. 558, 42 N.E. 1080 Pg. 792	Plaintiff / vendee, under an executory contract for the sale of real estate, recovered damages from the defendant / vendor for a breach of contract to convey.	"The general rule, however, to be deduced from an examination of the leading authorities seems to be that in cases where by the terms of the contract the acts of the parties are to be concurrent, it is the duty of him who seeks to maintain an action for a breach of the contract, either by way of damages for the non-performance, or for the recovery of money paid thereon, not only to be ready and willing to perform on his part, but he must demand performance from the other party."
Cohen v. Kranz Court of Appeals of New York, 1963 12 N.Y.2d 242, 238 N.Y.S.2d 928, 189 N.E.2d 473 Pg. 796	Plaintiff contracted to purchase defendant's one-family house in Nassau County. The plaintiff's attorney later sent the defendant's attorney a letter demanding return of the deposit, as an investigation disclosed that the structure of the premises was not legal and therefore the title was not marketable.	"While a vendee can recover his money paid on the contract from a vendor who defaults on law day without a showing of tender or even of willingness and ability to perform where the vendor's title is incurably defective, a tender and demand are required to put the vendor in default where his title could be cleared without difficulty in a reasonable time."
Beecher v. Conradt Court of Appeals of New York, 1855 13 N.Y. 108 Pg. 800	In a real estate transaction, plaintiff promised to make five equal payments to defendant and defendant promised to convey the deed on the last payment. The buyer missed all five payments.	Independent causes of action arise upon individual breaches of conditions in a contract. When there are multiple breaches of a condition, such as failure to make payment on several installments, a single cause of action arises. Thus, if the initial breaches are not predicate upon a condition and are not acted upon, but subsequent conditions are predicate upon a condition and the plaintiff does not bring a cause of action until the conditions which are predicate upon performance are breached, then the plaintiff must fulfill the condition upon which the subsequent condition is predicate to successfully show breach. In this case, the plaintiff could have sued on each individual installment. However, the plaintiff waited until the last payment was due. Therefore, the plaintiff needed to show that he conveyed the deed to successfully show a breach of contract.
Osborne v. Bullins Supreme Court of Mississippi, 1989 549 So.2d 1337 Pg. 805	Osborne, a Ph.D., tendered a proposed contract to purchase property from Bullins, a grocery store owner with a seventh grade education. The parties signed a contract, but Osborne refused to close. Bullins brought suit demanding specific performance.	"Specific performance has traditionally been regarded as a remedy for breach of contract that is not a matter of right but of sound judicial discretion. . . . One consideration is the adequacy of damages to protect the expectation interest of the injured party. . . ."
Stewart v. Newbury Court of Appeals of New York, 1917 220 N.Y. 379, 115 N.E. 984 Pg. 808	The plaintiff, a contractor and builder, contracted to do work for defendants by letter, partners in a pipe fitting business. The contract did not stipulate the time or manner of payment. However, the plaintiff claimed that he had a telephone conversation with the defendant after the sending the letter where he said: "I will expect my payments in the usual manner. . . ." Plaintiff commenced work, defendants refused to pay the bill and work was discontinued. Defendants claimed that the work done was not in accordance with specifications and that the plaintiff voluntarily abandoned the work after their refusal to pay.	"Where a contract is made to perform work and no agreement is made as to payment, the work must be substantially performed before payment can be demanded."
Tipton v. Feitner Court of Appeals of New York, 1859 20 N.Y. 423 Pg. 812	Plaintiffs agreed with defendant, by parol, to sell the defendant 88 dressed hogs and a certain amount of live hogs. The dressed hogs were delivered, but not paid for. The plaintiff then did not deliver the live hogs, but attempted to recover for the dressed hogs. The defendant defended on the grounds that they failed to deliver the live hogs.	"In contracts for the purchase of property, real or personal, where there is no stipulation for credit or delay on either side, the delivery of the property . . . and the payment of the price are each conditions of the other, and neither party can sue for a breach without having offered performance on his part."
Oshinsky v. Lorraine Mfg. Co. United States Court of Appeals, Second Circuit, 1911 187 F. 120 Pg. 815	Plaintiff and defendant contracted for the delivery of "shirtings." Plaintiff contended that they delivered the "shirtings," but they were refused by the defendants, who justified their refusal on the grounds that the goods were offered after the time specified for delivery.	In a contract where "time is of the essence," a purchaser is not bound to accept and pay for goods, unless the same are delivered or tendered on the day specified in the contract.
Bartus v. Riccardi City Court of Utica, Oneida County, New York, 1967 55 Misc.2d 3, 284 N.Y.S.2d 222 Pg. 820	Plaintiff, a franchise representative of a hearing aid manufacturer, signed a contract to sell a hearing to defendant. The model the defendant was delivered was not the model that he was prescribed. Defendant returned the hearing aid. Plaintiff offered to get the prescribed model for defendant, and the defendant neither consented nor refused the offer. No mention was made by either party about canceling the contract. The defendant then, after receiving a letter from the manufacturer, decided that he did not want a hearing aid and refused to accept a replacement. The plaintiff sued for the balance due on the contract.	UCC Section 2-508 allows a seller to cure a non-conforming delivery before the expiration of the contract time by notifying the buyer of his intention to so cure and by making delivery within the contract period. Subparagraph (2) of section 2-508 states that even where the contract period has expired and the buyer has rejected a nonconforming tender or has revoked an acceptance, the seller may "substitute a conforming tender" if he had "reasonable grounds to believe" that the nonconforming tender would be accepted, and "if he seasonably notifies the buyer" of his intention "to substitute a conforming tender."
Plateq Corp. of North Haven v. Machlett Labs, Inc. Supreme Court of Connecticut, 1983 189 Conn. 433, 456 A.2d 786 Pg. 824	Defendant ordered two leadcovered steel tanks to be constructed by plaintiff according to specifications supplied by defendant. The parties understood that the tanks were required to be radiation-proof within certain federal guidelines. Any deficiencies that a post-installation test uncovered were to be cured by plaintiff. Plaintiff struggled to perform, but the defendant did no more than call certain deficiencies to plaintiff's attention. Performance was late, but substantially complete. Plaintiff gave notice that they were ready to deliver and then defendant sent a notice of total cancellation.	Under UCC section 2-206(1), "acceptance of goods occurs when the buyer (a) after a reasonable opportunity to inspect the goods signifies to the seller . . . that he will take . . . them in spite of their nonconformity; or (b) fails to make an effective rejection."
Plante v. Jacobs Supreme Court of Wisconsin, 1960 10 Wis.2d 567, 103 N.W.2d 296 Pg. 829	The Jacobs (defendants) entered into a written contract with plaintiff to build a house. The plaintiff was paid most of the money due on the contract, but a dispute arose during the course of construction and the defendants refused to continue payment and the plaintiff did not complete the house.	There can be no recovery on the contract unless there is substantial performance. The test of substantial performance is whether the performance meets the essential purpose of the contract.
Worcester Heritage Society, Inc. v. Trussell Court of Appeals of Massachusetts, 1991 31 Mass.App.Ct. 343, 577 N.E.2d 1009 Pg. 837	Plaintiff conveyed to defendant a historic house, upon which the defendant agreed to complete a historic renovation. The defendant lost his job and work on the house slowed. The plaintiff sued to rescind the contract.	"In the absence of fraud, nothing less than conduct that amounts to an abrogation of the contract, or that goes to the essence of it, or takes away its foundation, can be made a ground for rescission of it by the other party."
Wholesale Sand & Gravel, Inc. v. Decker Supreme Judicial Court of Maine, 1993 630 A.2d 710 Pg. 840	Wholesale Sand & Gravel agreed to construct a driveway on Decker's property. The contract contained no provision specifying a completion date. The only reference to time was the provision that required payment within 90 days. Wholesale's president told Decker that he believed he could complete the work in a week, but Wholesale ran into problems due to the wetness of the ground. Approximately a month later Decker telephoned Wholesale's president about the lack of progress. Wholesale's president said they would get right on it. A week later Decker terminated the contract and hired another contractor to finish the work.	A party may terminate a contract if the other contracting party's conduct constitutes an anticipatory repudiation of the contract. "[A]nticipatory repudiation of a contract is 'a definite and unequivocal manifestation of intention on the part of the repudiator that he will not render the promised performance when the time fixed for it in the contract arrives.' . . . The manifestation of an intention to repudiate a contract may be made and communicated by either words or conduct. . . . The words or conduct evidencing such refusal or inability to perform, however, must be definite, unequivocal, and absolute."
Hathaway v. Sabin Supreme Court of Vermont, 1891 63 Vt. 527, 22 A. 633 Pg. 846	The contract required the defendant to furnish a hall for a concert and to pay $75 after the entertainment. The plaintiff alleged readiness to perform and assigned as breach the defendant's failure to furnish a hall.	"[A] party who becomes involved in difficulties for which he is not responsible, if ultimately able to perform, is not to be deprived of the benefits of his contract because of an assumption by the other party that the difficulties would prove insurmountable. . . ."
Cherwell-Ralli, Inc. v. Rytman Grain Co. Supreme Court of Connecticut, 1980 180 Conn. 714, 433 A.2d 984 Pg. 854	The case concerned a contract for the sale of meal, where payment was due ten days after delivery and the buyer was consistently late on installment payments. Nevertheless, the seller continued to make deliveries. Eventually the buyer became concerned that the seller would continue to make deliveries because of problems with the seller's business and the significant increase in the market price of goods was such that the market price far exceeded the contract price. The seller orally promised that it would continue to make shipments if the buyer would make payments. The buyer sent seller a check in the amount of $9,825.60 to cover shipments through the following month. Several days later the buyer stopped payment on the check because he was told by a truck driver, not employed by seller, that the shipment would be his last load. The buyer made no further payments and the seller made no further deliveries.	"A party to a sales contract may not suspend performance of its own for which it has 'already received the agreed return.'"
Greguhn v. Mutual of Omaha Ins. Co. Supreme Court of Utah, 1969 23 Utah 2d 214, 461 P.2d 285 Pg. 857	While plaintiff was working as a brick mason, a scaffold fell from beneath him, resulting in injury. Plaintiff consulted an orthopedic surgeon, who concluded that plaintiff had a preexisting back condition known as "spondylolisthesis." Plaintiff was insured by Mutual of Omaha for accidents and United Benefit Life. Defendants made payments to plaintiff under the policies until they notified him that his ailment would be considered an "illness without confinement" and ceased payments. Plaintiff sued both insurers, contending that the accidental fall activated a latent condition and produced a total and permanent disability witihn the terms of the policies.	Restatement of Contracts, Section 318, states, "In [a] unilateral contract for the payment [of money] in installments after default of one or more, no repudiation can amount to an anticipatory breach of the rest of the installments not yet due."
Reigart v. Fisher Court of Appeals of Maryland, 1925 149 Md. 336, 131 A. 568 Pg. 865	The Fisher's contracted to convey land to Reigart, describing the property as "containing about 7 acres more or less. . . ." However, the actual quantity was around 4.764 acres. Reigart demanded return of his down payment and refused to proceed with the transaction. The Fisher's sued seeking specific performance.	"Where there is a substantial defect with respect to the nature, character, situation, extent, or quality of the estate, which is unknown to the venee, and in regard to which he is not put upon inquiry, specific performance will not be decreed. . . . But the variance must be substantial and material. . . ."
Lawrence v. Fox Court of Appeals of New York, 1859 20 N.Y. 268 Pg. 869	Holly loaned and advanced $300 to the defendant. The defendant promised to pay it to the plaintiff the next day. The defendant moved for a nonsuit on the grounds that the promise was void for want of consideration and that there was no privity between the plaintiff and defendant.	1. A promise to repay a loan, which was for the benefit of another, is valid. 2. "That where one person makes a promise to another for the benefit of a third person, that third person may maintain an action upon it."
Seaver v. Ransom Court of Appeals of New York, 1918 224 N.Y. 233, 120 N.E. 639 Pg. 875	A dying woman intended in her will to giver her husband her home and give the niece a remainder. Her husband drafted the will and gave the remainder to the ASPCA. The woman was ill and signed the lease as prepared by her husband upon her husband's promise that he would provide for the niece in his will.	There must be a close relationship between the beneficiary and the contracting parties.
Anderson v. Fox Hill Village Homeowners Corp. Supreme Judicial Court of Massachusetts, 1997 424 Mass. 365, 676 N.E.2d 821 Pg. 885	Defendant, a tenant of property used as a retirement community, agreed in the lease to promptly remove snow and ice from all driveways and walkways. The plaintiff worked at the property and while getting out of her car she slipped and fell on patch of ice, which the defendant did nothing to remove.	"[O]ne who assumes a duty under contract 'is liable to third persons not parties to the contract who are foreseeably exposed to danger and injured as a result of its negligent failure to carry out that obligation.'"
H.R. Moch Co. v. Rensselaer Water Co. Court of Appeals of New York, 1928 247 N.Y. 160, 159 N.E. 896 Pg. 887	The defendant was contracted by the city to provide water to the city. The plaintiff owned a warehouse destroyed by fire. Defendant did not use enough water to suppress the fire and the plaintiff tried to sue the defendant for the defendant's failure to fulfill the provisions of the contract between it and the city.	"No legal duty rests upon a city to supply its inhabitants with protection against fire. . . . That being so, a member of the public may not maintain an action . . . against one contracting with the city to furnish water at the hydrants, unless an intention appears that the promisor is to be answerable to individual members of the public as well as to the city for any loss ensuing from the failure to fulfill the promise."
Heyer v. Flaig Supreme Court of California, 1969 70 Cal.2d 223, 74 Cal.Rptr. 225, 449 P.2d 161 Pg. 892	Plaintiff brought action for attorney negligence in connection with his drafting and advising on a will. The trial court held that the plaintiff had no cause of action because the statute of limitations was up to years after the will was drafted.	"When an attorney undertakes to fulfill the testamentary instructions of his client, he realistically and in fact assumes a relationship not only with the client but also with the client's intended beneficiaries.
Robson v. Robson United States District Court, N.D. Illinois, 1981 514 F.Supp. 99 Pg. 897	Father and son co-owned a business together. They drafted a contract that provided that in the event of the death of the son, the son's shares would go to the father and the father would pay the son's wife $500 per month from the proceeds of the company. Prior to the son's death, the father and son tried to modify the contract, so the son's wife wouldn't get the $500 per month after the son's death. After the son's death, the wife sued to enforce the provisions of the original contract.	"A donee beneficiary of a contract is a third-party to whom the promised beneficial performance comes without cost as a donation or gift. . . [W]here the contract rights of a donee beneficiary have not yet vested and where the beneficiary has not detrimentally relied upon a promise contained in the contract, [the] Court will not subvert the intent of the contracting parties when it is clear that they desired to alter the terms of the contract."
Rouse v. United States United States Court of Appeals, District of Columbia Circuit, 1954 215 F.2d 872 Pg. 903	Bessie Winston signed a promissory note to finance the installation of a heating plant in her home. Winston then sold the house to Rouse, who agreed to assume the debt. Winston defaulted on her not. The United States paid the bank, took an assignment of the note, demanded payment from Rouse, and sued him for $850 and interest.	"[O]ne who promises to make a payement to the promisee's creditor can assert against the creditor any defense that the promisor could assert against the promisee."
Langel v. Betz Court of Appeals of New York, 1928 250 N.Y. 159, 164 N.E. 890 Pg. 907	Plaintiff entered into a contract to sell certain real property. The vendees assigned the contract to Benedict, who in turn assigned it to Isidor Betz, the defendant. The assignment contained no delegation to the assignee of the performance of the assignor's duties. The plaintiff, as vendor, brought action against the defendant assignee for specific performance of the contract.	"No promise of the assignee to assume the assignor's duties is to be inferred from the acceptance of an assignment of a bilateral contract, in the absence of circumstances surrounding the assignment itself which indicate a contrary intention."
Herzog v. Irace Supreme Judicial Court of Maine, 1991 594 A.2d 1106 Pg. 910	Gary Jones was injured in a motorcycle accident and retained Irace and Lowry to represent him in a personal injury action. Subsequent to the motorcycle accdident, Jones dislocated his should and needed surgery to repair it. He didn't have the cash to get the surgery, so he assigned the proceeds of a settlement from his first accident to the doctor that performed the surgery.	"In Maine, the transfer of a future right to proceeds from pending litigation has been recognized as a valid and enforceable equitable assignment. . . . An equitable assignment need not transfer the entire future right but rather may be a partial assignment of that right."
Cochran v. Taylor Court of Appeals of New York, 1937 273 N.Y. 172, 7 N.E.2d 89 Pg. 914	An agreement was executed between defendant and Chenault, whereby defendant gave Chenault an option to buy certain real and personal property for $115,000. The defendant later notified Chenault that she revoked the offer to sell on the ground that the contract was without consideration and was obtained through duress, fraud and undue influence. Chenault then assigned his interest in the agreement to plaintiff. Plaintiff exercised the option and demanded performance. Plaintiff brought suit for specific performance when the defendant refused to perform.	Unilateral contracts are assignable and turn into bilateral contracts when the assignee fulfills the conditions of the unilateral contract.
Macke Co. v. Pizza of Gaithersburg, Inc. Court of Appeals of Maryland, 1970 259 Md. 479, 270 A.2d 645 Pg. 917	Four corporations under the common ownership of three individuals operated at six locations. The parties had a vendor relationship with Virginia Coffee Service, Inc., to service all locations. Virginia Coffee Service was acquired by The Macke Co. and the contracts were delegated to Macke.	"[U]nder an executory bilateral contract [rights] may be assigned and delegated, subject to the exception that duties under a contract to provide personal services may never be delegated, nor rights be assigned under a contract where delectus personae was an ingredient of the bargain."
Allhusen v. Caristo Constr. Corp. Court of Appeals of New York, 1952 303 N.Y. 446, 103 N.E.2d 891 Pg. 923	Defendant hired a subcontractor and forbid assignment of payment without permission.	A party can forbid assignment of payment on a contract.
Ford Motor Credit Co. v. Morgan Supreme Judicial Court of Massachusetts, 1989 404 Mass. 537, 536 N.E.2d 587 Pg. 932	The Morgans purchased a vehicle, which was financed by Ford Motor Credit Co. The vehicle had mechanical problems. The Morgans defaulted and Ford sued to recover money due on the installment contract and attorneys fees. The Morgans submitted a counterclaim, which tried to hold Ford Motor Credit liable for the dealer's actions.	An assignee will not be liable for the assignor's wrongdoing.
Homer v. Shaw Supreme Judicial Court of Massachusetts, 1912 212 Mass. 113, 98 N.E. 697 Pg. 938	Shaw (defendant), the general contractor for the construction of a section of the Tremont Street subway in Boston, subcontracted with Lancaster for excavation and iron work. Lancaster was advanced funding by Homer (plaintiff). Plaintiff's loan was security by a written assignment of sums due under the Lancaster's contract with the defendant. Lancaster notified defendant that he was not able to complete the contract due to financial difficulties. Defendant offered more money and testified that the original contract was entirely rescinded. Plaintiff alleged that there was no new contract, but merely a change in terms of payment. The trial judge gave judgment for defendant.	"The parties, while they could not modify to the assignee's prejudice the terms of the contract assigned without the assignee's consent, or by a secret or fraudulent arrangement deprive him of the benefit of the assignment, were not precluded from entering into a new agreement if performance by the assignor had become impossible from unforeseen circumstances."

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