Contracts: Cases and Materials

Farnsworth, Young, Sanger
6th Edition
ISBN: 1587780577

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Page	Case Name	Citation	Court	Audio
2	U.S. Naval Institute v. Charter Communications	936 F.2d 692	United States Court of Appeals, 2nd Circuit, 1991	Download
8	Sullivan v. O'Connor	296 N.E.2d 183	Supreme Court of Massachusetts, 1973	Download
27	Hamer v. Sidway	124 N.Y. 538, 27 N.E. 256	Court of Appeals of New York, 1891	Download
34	Fiege v. Boehm	123 A.2d 316	Court of Appeals of Maryland, 1956	Download
39	Feinberg v. Pfeiffer Co.	322 S.W.2d 163	Saint Louis Court of Appeals, Missouri, 1959	Download
44	Mills v. Wyman	20 Mass. (3 Pick.) 207	Supreme Judicial Court of Massachusetts, 1825	Download
45	Webb v. McGowin	27 Ala.App. 82, 168 So.196	Court of Appeals of Alabama, 1935	Download
50	Kirksey v. Kirksey	8 Ala. 131	Supreme Court of Alabama, 1845	Download
53	Central Adjustment Bureau, Inc. v. Ingram	678 S.W.2d 28	Supreme Court of Tennessee, 1984	Download
69	Strong v. Sheffield	39 N.E. 330	Court of Appeals of New York, 1895	Download
72	Mattei v. Hopper	330 P.2d 625	Supreme Court of California, 1958	Download
76	Eastern Air Lines, Inc. v. Gulf Oil Corporation	415 F.Supp. 429	U.S. District Court, Southern District of Florida, 1975
83	Wood v. Lucy, Lady Duff-Gordon	222 N.Y. 88, 118 N.E. 214	Court of Appeals of New York, 1917	Download
86	Ricketts v. Scothorn	77 N.W. 365	Supreme Court of Nebraska, 1898	Download
95	Cohen v. Cowles Media Company	479 N.W.2d 387	Supreme Court of Minnesota, 1992	Download
97	D & G Stout, Inc. v. Bacardi Imports, Inc.	923 F.2d 566	United States Court of Appeals, Seventh Circuit, 1991	Download
103	Cotnam v. Wisdom	83 Ark. 601, 104 S.W. 164	Supreme Court of Arkansas, 1907
108	Callano v. Oakwood Park Homes Corp.	91 N.J.Super. 105, 219A.2d 332	Superior Court of New Jersey, 1966	Download
120	Lucy v. Zehmer	196 Va. 493, 84 S.E.2d 516	Supreme Court of Appeals of Virginia, 1954
134	Fairmount Glass Works v. Crunden-Martin Woodenware Co.	106 Ky. 659, 51 S.W. 196	Court of Appeals of Kentucky, 1899	Download
143	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
156	White v. Corlies & Tift	46 N.Y. 467	Court of Appeals of New York, 1871	Download
162	Allied Steel & Conveyors, Inc. v. Ford Motor Co.	277 F.2d 907	United States Court of Appeals, Sixth Circuit, 1960	Download
166	Corinthian Pharmaceutical Systems, Inc. v. Lederle Laboratories	724 F.Supp. 605	United States District Court, Southern District of Indiana, Indianapolis Division, 1989
197	Dorton v. Collins & Aikman Corp	453 F.2d 1161	United States Court of Appeals, Sixth Circuit, 1972
217	ProCD, Inc. v. Zeidenberg	86 F.3d 1447	United States Court of Appeals, Seventh Circuit, 1996	Download
225	Drennan v. Star Paving Co.	51 Cal.2d 409, 333 P.2d 757	Supreme Court of California, 1958	Download
235	Hoffman v. Red Owl Stores, Inc.	26 Wis.2d 683, 133 N.W.2d 267	Supreme Court of Wisconsin, 1965	Download
301	Kiefer v. Fred Howe Motors, Inc.	158 N.W.2d 288	Supreme Court of Wisconsin, 1968	Download
310	Cundick v. Broadbent	383 F.2d 157	United States Court of Appeals, Tenth Circuit, 1967	Download
313	Mckinnon v. Benedict	157 N.W.2d 665	Supreme Court of Wisconsin, 1968	Download
320	Black Industries, Inc. v. Bush	110 F.Supp. 801	United States District Court, District New Jersey, 1953
327	Alaska Packers' Ass'n v. Domenico	117 F. 99	United States Court of Appeals, Ninth Circuit, 1902	Download
343	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
349	Odorizzi v. Bloomfield School Dist.	246 Cal.App.2d 123, 54 Cal.Rptr. 533	California District Court of Appeal, 1966	Download
357	Kannavos v. Annino	247 N.E.2d 708	Supreme Judicial Court of Massachusetts, 1969.
363	Vokes v. Arthur Murray, Inc.	212 So.2d 906	District Court of Appeal of Florida, Second District, 1968	Download
370	O'Callaghan v. Waller & Beckwith Realty Co.	155 N.E.2d 545	Supreme Court of Illinois, 1958
380	Henningsen v. Bloomfield Motors, Inc.	32 N.J. 358, 161 A.2d 69	Supreme Court of New Jersey, 1960	Download
403	Williams v. Walker-Thomas Furniture Co.	350 F.2d 445	United States Court of Appeals, District of Columbia Circuit, 1965
409	Jones v. Star Credit Corp.	298 N.Y.S.2d 264	New York Superior Court, 1969	Download
416	Armendariz v. Foundation Health Psychcare Services, Inc.	6 P.3d 669	Supreme Court of California, 2000
425	Bovard v. American Horse Enterprise, Inc.	247 Cal.Rptr. 340	Court of Appeal, Third District, California 1988	Download
429	X.L.O. Concrete Corp. v. Rivergate Corp.	634 N.E.2d 158	New York Court of Appeals, 1994	Download
436	Hooper v. All Pet Animal Clinic	861 P.2d 531	Supreme Court of Wyoming, 1993
445	Simeone v. Simeone	581 A.2d 162	Supreme Court of Pennsylvania, 1990	Download
453	Klein v. PepsiCo, Inc.	845 F.2d 76	United States Court of Appeals, Fourth Circuit, 1988
464	Northern Delaware Indus. Dev. Corp. v. E.W. Bliss Co.	245 A.2d 431	Court of Chancery of Delaware, 1968	Download
472	Vitex Manufacturing Corp. v. Caribtex Corp.	377 F.2d 795	United States Court of Appeals, Third Circuit, 1967
476	Laredo Hides Co., Inc. v. H & H Meat Products Co., Inc.	513 S.W.2d 210	Court of Civil Appeals of Texas, 1974
480	R.E. Davis Chemical Corp. v. Diasonics, Inc.	826 F.2d 678	United States Court of Appeals, Seventh Circuit, 1987
488	United States v. Algernon Blair, Inc.	479 F.2d 638	United States Court of Appeals, Fourth Circuit, 1973	Download
492	Rockingham County v. Luten Bridge Co.	35 F.2d 301.	United States Court of Appeals, Fourth Circuit, 1929.	Download
495	Tongish v. Thomas	840 P.2d 471	Supreme Court of Kansas, 1992	Download
500	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
507	Jacob & Youngs v. Kent	230 N.Y. 239	Court of Appeals of New York, 1921
513	Groves v. John Wunder Co.	205 Minn. 163, 286 N.W. 235.	Supreme Court of Minnesota, 1939	Download
521	Hadley v. Baxendale	9 Exch. 341.	Court of Exchequer, 1854.	Download
528	Kenford Co. v. County of Erie	537 N.E.2d 176	Court of Appeals of New York, 1989.
537	Fera v. Village Plaza, Inc.	242 N.W.2d 372	Supreme Court of Michigan, 1976
543	Wasserman's Inc. v. Township of Middletown	645 A.2d 100	Supreme Court of New Jersey, 1994
582	Raffles v. Wichelhaus	2 Hurlstone & Coltman 906	Court of Exchequer, 1864	Download
592	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
642	Sheets v. Teddy's Frosted Foods, Inc.	179 Conn. 471, 427 A.2d 385	Supreme Court of Connecticut, 1980	Download
665	Luttinger v. Rosen	316 A.2d 757	Supreme Court of Connecticut, 1972	Download
668	Internatio-Rotterdam, Inc. v. River Brand Mills, Inc.	259 F.2d 137	United States Court of Appeals, Second Circuit, 1958	Download
674	Peacock Construction Co. v. Modern Air Conditioning, Inc.	353 So.2d 840	Supreme Court of Florida, 1977	Download
677	Gibson v. Cranage	39 Mich. 49	Supreme Court of Michigan, 1878	Download
695	Stewart v. Newbury	220 N.Y. 379, 115 N.E. 984	Court of Appeals of New York, 1917
702	Plante v. Jacobs	10 Wis.2d 567, 103 N.W.2d 296	Supreme Court of Wisconsin, 1960
707	Gill v. Johnston Lumber Co.	25 A. 120	Supreme Court of Pennsylvania, 1892	Download
710	Britton v. Turner	6 N.H. 481	Supreme Court of New Hampshire, 1834	Download
716	Kirkland v. Archbold	113 N.E.2d 496	Court of Appeals of Ohio, Cuyahoga County, 1953
801	Taylor v. Caldwell	3 Best & S. 826	King's Bench, 1863	Download
831	Krell v. Henry	2 K.B. 740	Court of Appeal, 1903	Download
837	Chase Precast Corp. v. John J. Paonessa Co.	409 Mass. 371, 566 N.E.2d 603	Supreme Judicial Court of Massachusetts, 1991	Download

Case Information	Fact Summary	Rule of Law
U.S. Naval Institute v. Charter Communications United States Court of Appeals, 2nd Circuit, 1991 936 F.2d 692 Pg. 2	U.S. Naval Institute (plaintiff) grants defendant exclusive rights to publish paperback "Hunt for Red October," but the right to sell shall begin "not sooner than October 1985". Defendant ships and begins selling the paperback on September 15, 1985.	1. "[P]unitive damages not recoverable for breach of contract" UNLESS the conduct also violates tort law. [Restatement (Second) Contracts, Section 355]. 2. However, uncertainty in the calculation of damages is "generally resolved against the party in breach." [Restatement (Second) Contracts, Section 352, comment (a)]
Sullivan v. O'Connor Supreme Court of Massachusetts, 1973 296 N.E.2d 183 Pg. 8	Professional entertainer (plaintiff) underwent surgery to augment the appearance of her nose. Over the span of three operations, the surgeon (defendant) proceeded to mold the nose into a aesthetically inferior shape.	The primary measure of contract damages is EXPECTATION DAMAGES: "amount intended to put the plaintiff in the position he would be in if the contract had been performed." (CAUTION: This particular case does NOT award traditional expectation damages because the plaintiff waived them on appeal. Furthermore, the court awarded pain and suffering damages on a "creative" theory, but this is NOT the general rule)
Hamer v. Sidway Court of Appeals of New York, 1891 124 N.Y. 538, 27 N.E. 256 Pg. 27	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."
Fiege v. Boehm Court of Appeals of Maryland, 1956 123 A.2d 316 Pg. 34	Defendant agrees to pay plaintiff child support in exchange for plaintiff's promise not to prosecute defendant for bastardy. Later, a blood test shows that defendant is not the father. Defendant stops paying support and plaintiff sues.	"[F]orbearance to sue for a lawful claim or demand is sufficient CONSIDERATION . . . if the party forbearing had an honest intention to prosecute litigation which is not frivolous, vexatious, or unlawful, AND which [s]he believed to be well founded."
Feinberg v. Pfeiffer Co. Saint Louis Court of Appeals, Missouri, 1959 322 S.W.2d 163 Pg. 39	Plaintiff works her way up through the Pfeiffer company (defendant) for 37 years, at which point the Board of Directors awards her a pension "for her many years of long and faithful service." Plaintiff retires one and a half years later. A corporate management shuffle ensues, however, and the new regime reduces plaintiff's pension payments by half.	1. Past consideration is NOT sufficient consideration. 2. "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 ONLY BE AVOIDED BY ENFORCEMENT of the promise." (Restatement of Contracts, Section 90. aka PROMISSORY ESTOPPEL)
Mills v. Wyman Supreme Judicial Court of Massachusetts, 1825 20 Mass. (3 Pick.) 207 Pg. 44	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. 45	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. 50	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.
Central Adjustment Bureau, Inc. v. Ingram Supreme Court of Tennessee, 1984 678 S.W.2d 28 Pg. 53	CAB (plaintiff) hires defendant as a salesman. A week later, CAB informs defendant that he must sign a non-compete agreement, which he signs. Years later, defendant quits CAB and starts his own firm, thus violating the agreement.	"[A] covenant signed prior to, contemporaneously with or shortly after employment begins is part of the original agreement, and therefore ... it is supported by adequate consideration." CAUTION: This case involves an AT-WILL employment agreement. There is no promise by the employer that provides for the future, and as a result, courts have wiggle room to decide whether the accumulation of ongoing employment constitutes consideration by the employer.
Strong v. Sheffield Court of Appeals of New York, 1895 39 N.E. 330 Pg. 69	Man owes money to plaintiff. Debt comes due and man's wife (defendant) endorses the debt (as a guarantor). Plaintiff does not demand the money, but instead says he will call for it when ready. Two years later, he demands the money from defendant.	In order for forbearance to constitute legal consideration, "such forbearance must be either absolute or for a definite time, or for a reasonable time; forbearance for a little, or for some time, is not sufficient."
Mattei v. Hopper Supreme Court of California, 1958 330 P.2d 625 Pg. 72	Plaintiff purchases real estate from defendant, contingent upon plaintiff finding that the leases are "satisfactory." Plaintiff goes through with the deal and makes the down payment. Defendant backs out of the deal, and as an excuse, claims that there was no "mutuality of obligation," and thus, no valid contract in the first place.	A real estate contract is NOT per se void ("neither illusory nor lacking in mutuality of obligation") when parties include a provision in the contract making one purchaser's performance dependent on his satisfaction with the prospective leases to be obtained. Opinion of satisfaction must be made in good faith.
Eastern Air Lines, Inc. v. Gulf Oil Corporation U.S. District Court, Southern District of Florida, 1975 415 F.Supp. 429 Pg. 76	Eastern and Gulf Oil enjoyed a mutually advantageous business relationship involving the sale of avaition fuel. The controversy, at issue, involves an attempt by Eastern to enforce the most recent contract between the parties. Gulf Oil claimed that the contract was void for want of mutuality, and was commercially impracticable.	The court concluded that the contract was binding and enforceable, and ordered a permanent injunction requiring Gulf Oil to perform according to the terms of the contract.
Wood v. Lucy, Lady Duff-Gordon Court of Appeals of New York, 1917 222 N.Y. 88, 118 N.E. 214 Pg. 83	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.
Ricketts v. Scothorn Supreme Court of Nebraska, 1898 77 N.W. 365 Pg. 86	Grandfather promises to his granddaughter (plaintiff) a future payment of $2,000 with 6% annual interest in the interim. He offers the money so that his granddaughter need not work (NOTE: this is the 1890's). Granddaughter quits her job, but takes another job a year later. Grandfather dies, and the executor of the will (defendant) refuses to pay.	Even when an agreement lacks consideration, a promisee may still have a right to enforce the agreement if: (1) promisee "changes his position to his disadvantage, in reliance on the promise" (2) promisor contemplated the promisee's reliance as a "reasonable and probable consequence of his [promise]" AND (3) "it would be grossly inequitable" to not enforce the promise. [NOTE: Restatement of Contracts, Section 90 was published subsequent to this court's decision and provides a widely accepted definition for PROMISSORY ESTOPPEL]
Cohen v. Cowles Media Company Supreme Court of Minnesota, 1992 479 N.W.2d 387 Pg. 95	Plaintiff provides information to a newspaper reporter in return for the reporter's promise not to reveal plaintiff's identity in the article. Newspaper's editors (defendant) ignore the promise and hang the plaintiff out to dry. Plaintiff loses his job.	Court applies promissory estoppel, as defined in Restatement, Section 90, but case is important in that it focuses on the third element: "Must the promise be enforced to prevent an injustice?" RULE: "[T]his is a legal question for the court, as it involves a policy decision."
D & G Stout, Inc. v. Bacardi Imports, Inc. United States Court of Appeals, Seventh Circuit, 1991 923 F.2d 566 Pg. 97	The plaintiff company had recently lost 2 suppliers and as a result, it started questioning whether to sell out or to stay in business. While negotiations for the sale of the company were going on with a prospective buyer, the defendant, a major supplier to the plaintiff company, promised the plaintiff that they will keep using them as their distributors. This promise was reassured a second time. Due to this, the plaintiffs rejected the price that the prospective buyer offered and the plaintiffs decided to stay in business. On the same day, defendants decided to pull out of their promise and abandoned the plaintiffs as their distributors. As a result of this, the plaintiffs had to sell their company to the previous buyer at a much lower price.	A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee and a third person and which does induce such action or forbearance is binding if injustice can be avoided only by the enforcement of the promise
Cotnam v. Wisdom Supreme Court of Arkansas, 1907 83 Ark. 601, 104 S.W. 164 Pg. 103	The deceased was thrown from a street car and he hit his head on the curve and was unconscious. The plaintiffs, two physicians, performed surgery on the deceased while he was unconscious, but the plaintiffs were unable to save his life. The defendant, administrator of the deceased, did not pay the plaintiffs for their services because the defendant argued that since the deceased was unconscious, no contract was made between the deceased and the plaintiffs.	A contract implied by law rests upon no evidence. It has no actual existence; it is simply a mythical creation of the law. The law says that it shall be taken that there was a promise when, in point of fact, there was none.
Callano v. Oakwood Park Homes Corp. Superior Court of New Jersey, 1966 91 N.J.Super. 105, 219A.2d 332 Pg. 108	Bruce Pendergast bought a home from Oakwood Park Holmes Inc. The house was erected. Soon after, Pendergast contracted with a nursery (Callano) to put shrubs in his front yard for a price of $475. Before Pendergast signed the contract for his home, he passed away and the flowers were already planted. A representative of Oakwood was aware of the planting. Soon after, the contract was voided and the home was later sold to someone else, price was undisclosed.	Contracts implied by law, more properly described, as Quasi or constructive contracts, are a class of obligations, which are imposed or created by law without regard to the assent of the party bound, on the ground that they are dictated by reason and justice. They rest solely on a legal fiction and are not contract obligations at all in the true sense, for there is no agreement; but they are clothed with the semblance of contract for the purpose of the remedy, and the obligation arises not from consent, as in the case of true contract, but from law or natural equity. Courts employ the fiction of Quasi or constructive contract with caution.
Lucy v. Zehmer Supreme Court of Appeals of Virginia, 1954 196 Va. 493, 84 S.E.2d 516 Pg. 120	While at a bar Zehmer and Lucy discussed the sale of Zehmer's farm for $50,000. Zehmer wrote out on a restaurant check %u201CI do hereby agree to sell to W. O. Lucy the Ferguson Farm for $50,000 complete.%u201D Lucy then requested that Zehmer's wife also sign the check, which she did. Afterwards, Lucy then approached Zehmer with the $50,000 and Zehmer refused, claiming that he lacked the capacity to contract because of intoxication induced by Lucy. He also argued that the offer was in jest.	A contract must have a good faith offer and then a good faith acceptance of that offer, with the terms of consideration known by each party. "We must look to the outward expression of a person as manifesting his intention rather than to his secret and unexpressed intention. The law imputes to a person an intention corresponding to the reasonable meaning of his words and acts."
Fairmount Glass Works v. Crunden-Martin Woodenware Co. Court of Appeals of Kentucky, 1899 106 Ky. 659, 51 S.W. 196 Pg. 134	Plaintiff sent a telegram to defendant asking for the lowest price for ten car loads of Mason green jars. Defendant sent a telegram back stating the prices for "immediate acceptance." Plaintiff accepted this offer on the same day and sent in the specifications that called for strictly first quality goods. Defendant responded that it cannot meet Plaintiffs order because output is all sold out.	Defendant's letter was an offer subject to the terms and conditions set forth; the offer was duly and unconditionally accepted by plaintiff, who is entitled to specific performance.
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. 143	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.
White v. Corlies & Tift Court of Appeals of New York, 1871 46 N.Y. 467 Pg. 156	Plaintiff White, who is a builder, gave the Defendant Corlies an estimate regarding the construction of some office space. A day after leaving the estimate with Corlies, White received a note from Corlies. The note indicated that White could begin at once with the construction. White did not respond to the note, but purchased lumber for the job. The next day Corlies sent a second note countermanding the previous note. White began performance prior to receiving the second note.	In order for performance alone to constitute acceptance of an offer the performance must be unambiguously specific to the performance of the contract. Purchasing lumber alone was not sufficiently specific to the contract to constitute acceptance by performance.
Allied Steel & Conveyors, Inc. v. Ford Motor Co. United States Court of Appeals, Sixth Circuit, 1960 277 F.2d 907 Pg. 162	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.
Corinthian Pharmaceutical Systems, Inc. v. Lederle Laboratories United States District Court, Southern District of Indiana, Indianapolis Division, 1989 724 F.Supp. 605 Pg. 166	Defendant Lederle is a pharmaceutical manufacturer and distributor. Plaintiff Corinthian is a pharmaceutical distributor of drugs and regular customer of Lederle. Corinthian consistently purchased the DTP vaccine from Lederle. Market conditions forced Lederle to more than triple the price of the DTP vaccine. Lederle wrote a letter to all of its customers, dated May 20, 1986 (the date the increase was to take effect), informing them of the price increase. Corinthian gained knowledge of this letter on May 19, 1986 and placed an order for 1000 vials of DTP through Lederle's automated ordering system. The largest order Corinthian had previously placed was 100 vials. A couple of weeks later Lederle shipped Corinthian 50 vials of DTP priced at the lower pre-May 20th price. With the shipment Lederle sent a letter stating that under its normal policies it should have charged Corinthian the higher price for the vaccine, but due to the sharp increase in price it shipped 50 vials at the lower price and that the remainder of the vials would be shipped at the higher price in two weeks. Lederle gave Corinthian the option to cancel the remainder of the order.	Corinthian's order did not constitute acceptance, but rather was an offer. A shipment of non-conforming goods together with seasonable notice to the buyer that the shipment is NOT acceptance, but rather an accomodation does not constitute acceptance and should be treated as a counter-offer. SEE UCC 2-206(1)(b).
Dorton v. Collins & Aikman Corp United States Court of Appeals, Sixth Circuit, 1972 453 F.2d 1161 Pg. 197	Plaintiff Dorton did business as "The Carpet Mart" and purchased carpets from defendant Collins & Aikman Corp at least 55 times over a 3 year period. Plaintiff discovered that some of the purchased carpets were an inferior carpet fiber. Plaintiff sued the defendant for fraud and misrepresentation. Defendant argued that plaintiff must go to arbitration.	Under UCC 2-207, if an arbitration provision materially alters an existing agreement, it will not be incorporated into the contract unless expressly agreed to by both parties.
ProCD, Inc. v. Zeidenberg United States Court of Appeals, Seventh Circuit, 1996 86 F.3d 1447 Pg. 217	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.
Drennan v. Star Paving Co. Supreme Court of California, 1958 51 Cal.2d 409, 333 P.2d 757 Pg. 225	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. 235	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."
Kiefer v. Fred Howe Motors, Inc. Supreme Court of Wisconsin, 1968 158 N.W.2d 288 Pg. 301	Kiefer purchased an automobile from Howe Motors. At the time of purchase Kiefer was a minor, but he represented in the sales contract that he was an adult. After becoming an adult Kiefer returned the automobile and sued to recover the price of the automobile.	A contract with a minor, other than for necessities, is voidable at the minor's option. It is irrelevant to the law whether the other party knows that she is contracting with a minor. See RST 2d of Contracts 14.
Cundick v. Broadbent United States Court of Appeals, Tenth Circuit, 1967 383 F.2d 157 Pg. 310	Plaintiff Cundick who was mentally ill entered a contract to sell property and other ranching interests for very cheap. It was uncontroverted at trial that Cundick was indeed mentally ill at the time of contracting. His wife brought this action to rescind the contract.	Having a mental illness is not alone sufficient to determine that a contracting party is mentally incompetent. The legal standards still need to be met in order to relieve a mentally ill party of his contractual obligations.
Mckinnon v. Benedict Supreme Court of Wisconsin, 1968 157 N.W.2d 665 Pg. 313	Plaintiff Mckinnon helped Defendant Benedict obtain land to use as a resort. McKinnon promised to help generate business. In addition Mckinnon agreed to give Benedict an interest free loan of $5,000 in exchange for a promise that Benedict would not cut any trees between the two parties' property and that he also would not make any improvements closer to Mckinnon's property than the present buildings. Benedict repaid the loan in 7 months. Business struggled and consequently Benedict determined that in order to generate business he would need to cut some trees and make some improvements. Mckinnon is seeking equitable relief, an injunction to halt the improvements.	A case at equity will allow the court more discretion in electing whether to enforce a contract. A court may choose not to enforce a contract in equity when the consideration was grossly inadequate and enforcement will lead to disproportionate loss.
Black Industries, Inc. v. Bush United States District Court, District New Jersey, 1953 110 F.Supp. 801 Pg. 320	Plaintiff Black enters a contract with Defendant Bush. Plaintiff is to act as a middle man and find a purchaser for Bush's products. Bush agrees to pay Black a very profitable percentage of the mark-up price. Black finds purchasers for Bush and negotiates a significant mark-up. The purchasers are buying parts in order to service government contracts. Bush fails to supply Black with the necessary parts. Black sues for breach. Bush moves for Summary Judgment claiming that the contracts should be void on public policy grounds because Black has passed his profits onto the government.	Voiding a contract with the government for public policy reasons will be constrained to 3 narrow circumstances. 1) Contract to pay a official to act; 2) Contract to do an illegal act ; and 3) Contract which contemplates collusive bidding on contract. If the government wants to regulate price then it needs to be done up front by the legislature, not ex ante by the judiciary.
Alaska Packers' Ass'n v. Domenico United States Court of Appeals, Ninth Circuit, 1902 117 F. 99 Pg. 327	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.
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. 343	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.
Odorizzi v. Bloomfield School Dist. California District Court of Appeal, 1966 246 Cal.App.2d 123, 54 Cal.Rptr. 533 Pg. 349	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."
Kannavos v. Annino Supreme Judicial Court of Massachusetts, 1969. 247 N.E.2d 708 Pg. 357	Defendant advertised a home as an income property, although the zoning prohibited such use. Plaintiff bought the home for that purpose and Defendant knew that it was Plaintiff%u2019s intent to purchase the property for use as a rental property. The city prohibited Plaintiff from renting out the property. Plaintiff sued Defendant for recission.	Defendant had a duty to disclose the zoning regulations. Advertising the property as a rental property amounted to a partial disclosure of the zoning regulations. Failure to correct an incorrect partial disclosure amounts to misrepresentation.
Vokes v. Arthur Murray, Inc. District Court of Appeal of Florida, Second District, 1968 212 So.2d 906 Pg. 363	Plaintiff takes dance lessons. She is not a great dancer, but in order to get her to buy more lessons Defendant tells her how great she is and how much she is improving. In a little over a year Plaintiff buys 2300 hrs of lessons and spends over $31,090.45.	Under certain circumstances the law will treat false statements of opinion as though they are false statements of fact, characterizing them as misrepresentations. Examples of such circumstances are: 1) when a fiduciary relationship exists between the parties; 2) one party intends to deceive another; 3) the parties have unequal access to information; 4) the parties do not deal at arm's length; or 4) unequal bargaining power exists between the parties.
O'Callaghan v. Waller & Beckwith Realty Co. Supreme Court of Illinois, 1958 155 N.E.2d 545 Pg. 370	Plaintiff leased an apartment from Defendant. Plaintiff was injured after falling on the leased premises. Plaintiff sued Defendant to recover for her injury, alleging that the injury was caused by defective pavement. Defendant claims that Plaintiff has no right to recovery because the lease contained an exculpatory clause, relieving Defendant of liability. The court enforces the exculpatory clause, finding for Defendant.	A form contract does not necessarily amount to unequal bargaining power. Disparity in the financial strength of the parties also does not necessarily result in unequal bargaining power. Competition in the marketplace provided the Plaintiff with reasonable alternatives to signing the lease with the exculpatory clause. The exculpatory clause is not contrary to public policy.
Henningsen v. Bloomfield Motors, Inc. Supreme Court of New Jersey, 1960 32 N.J. 358, 161 A.2d 69 Pg. 380	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.
Williams v. Walker-Thomas Furniture Co. United States Court of Appeals, District of Columbia Circuit, 1965 350 F.2d 445 Pg. 403	Plaintiff purchases furniture from Defendant on credit. Each payment that Plaintiff makes is spread out across all of the items that Plaintiff has purchased. Plaintiff does not receive title to any one item until Plaintiff has paid enough to cover the balance for all of the items. When Plaintiff defaults, Defendant seeks to recover all of the items. After a judgment for the Defendant, the case is remanded so that the trial court can consider whether the agreement was unconscionable.	Unconscionability consists of two elements: 1) procedural%u2014absence of meaningful choice; and 2) substantive%u2014the terms are unfair, unreasonably favorable to one party, fairness assessed at the time of transaction.
Jones v. Star Credit Corp. New York Superior Court, 1969 298 N.Y.S.2d 264 Pg. 409	Plaintiff, who is a welfare recipient, agrees to purchase a freezer. The purchase price is $900. After interests and insurance it will cost Plaintiff $1,234.80. The fair market value of the freezer is $300. After Plaintiff has paid $619.88, Plaintiff files suit, seeking to prevent Defendant from enforcing the contract.	The court refuses to enforce the contract because it is substantively unconscionable. The terms of the contract were so outrageous that the court refused to enforce them. This court is not explicitly concerned with the bargaining process, but simply the outcome. Often, however, unconscionable terms are evidence of an unfair bargaining process.
Armendariz v. Foundation Health Psychcare Services, Inc. Supreme Court of California, 2000 6 P.3d 669 Pg. 416	Plaintiff enters into an employment contract with Defendant. The contract is offered as is, with no room to negotiate. The contract contains an arbitration clause that limits Plaintiff's remedies to arbitration with a limited pay-off. The Defendant's remedies are not limited to arbitration.	The contract is not enforceable. This court relies on both the procedural and substantive elements to find unconscionability. This court considers the two on a sliding scale, the more you have of one the less you need of the other. Also need to view the clause in the context of the whole, not just in isolation.
Bovard v. American Horse Enterprise, Inc. Court of Appeal, Third District, California 1988 247 Cal.Rptr. 340 Pg. 425	Defendant agrees to purchase company from Plaintiff. Both parties are aware that the company is a manufacturer of drug paraphenalia. In order to purchase the company, Defendant signs some Promissory notes, payable to Plaintiff. Defendant fails to pay the notes. Plaintiff sues to enforce the notes. The court, in the interest of public policy, refuses to enforce the notes.	A contract does not have to be illegal in order for a court to decline to enforce it. No statute existed against the manufacture of drug paraphenilia, but in the interest of public policy the court declines to enforce the contract. It is of note, that a state statute did grant the court the discretion to decline to enforce a contract in the interest of public policy.
X.L.O. Concrete Corp. v. Rivergate Corp. New York Court of Appeals, 1994 634 N.E.2d 158 Pg. 429	Plaintiff contracted to do concrete work for Defendant. Plaintiff performs, but Defendant refuses to pay. Plaintiff suits. Defendant claims that contract is contrary to public policy and voidable, because of the mafia’s involvement in brokering the deal and fixing the contract price.	Despite the mafia's involvement and the court's finding that price-fixing occured, the court enforces the contract. The court relies on Rst 2d 178 (3). Here there is an absence of connectedness between the terms of the contract and the misconduct.
Hooper v. All Pet Animal Clinic Supreme Court of Wyoming, 1993 861 P.2d 531 Pg. 436	Defendant signs a covenant not to compete when Plaintiff hires him. Defendant enters into negotiations to buy a competitors practice. Plaintiff fires Defendant. Defendant purchases the practice and goes to work, breaching the covenant not to compete.	To be enforceable a covenant not to compete must be anciliary and reasonable. To be reasonable it must be no greater in scope than what is required for the protection of the employer. It may not cause undue hardship to the employee or be injurious to the public. The court enforced the covenant not to compete, but modified one term. The court held that a three year time restriction was unreasonable and reduced the time restriction to one year.
Simeone v. Simeone Supreme Court of Pennsylvania, 1990 581 A.2d 162 Pg. 445	Plaintiff, a twenty-three year old nurse, marries Defendant, a thirty-nine year old neurosurgeon. On the night before her wedding Plaintiff enters into a prenupial agreement. The prenuptial agreement limits her recovery in the case of divorce to $25,000. Nine years latet the couple divorces. Plaintiff sues, contesting the validity of the prenuptial agreement.	Despite the disproportionate nature of the prenuptial agreement, it is enforceable. Public policy does not justify striking the agreement and Plaintiff has no other valid theory of recovery.
Klein v. PepsiCo, Inc. United States Court of Appeals, Fourth Circuit, 1988 845 F.2d 76 Pg. 453	Plaintiff seeks to purchase an airplane from Defendant. After a series of negotiations and exchanges, including a pre-purchase inspection and an agreement regarding purchase price and a delivery date, Defendant decides not to sell. Plaintiff sues for breach of contract and seeks specific performance.	UCC 2-716 (1). Specific performance will be ordered when product is unique and money damages would be inadequate. When buyer is purchasing to resell as an investor money damages will be adequate. The airplane is not unique and money damages would be adequate, no specific performance.
Northern Delaware Indus. Dev. Corp. v. E.W. Bliss Co. Court of Chancery of Delaware, 1968 245 A.2d 431 Pg. 464	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.
Vitex Manufacturing Corp. v. Caribtex Corp. United States Court of Appeals, Third Circuit, 1967 377 F.2d 795 Pg. 472	Plaintiff processes cotton in the virgin islands. Defendant contracts to supply Plaintiff with cotton, in return Plaintiff contracts to process that cotton for Defendant. In reliance on the contract Plaintiff invests in reopening a processing plant that had been closed. Defendant fails to supply the cotton.	The sole issue in this case is whether overhead costs will be included in expectation damages. This case holds that overhead will not be included when calculating expectation damages.
Laredo Hides Co., Inc. v. H & H Meat Products Co., Inc. Court of Civil Appeals of Texas, 1974 513 S.W.2d 210 Pg. 476	Defendant contracts to supply Plaintiff with all of its cowhides. Plaintff then contracts to supply hides for a 3rd party. Defendant breaches, failing to supply Plaintiff with the promised hides. To honor its contract with the 3rd party, Plaintiff must purchase replacement hides at a higher price.	So long as Plaintiff made good-faith efforts to mitigate cost when covering, Plaintiff can recover the difference between the "spot price" (what it paid for replacement hides) and the contract price. Replacement goods need not be identical to the contract goods, so long as the replacement goods are a reasonabe replacement under the terms of the contract (e.g., bull hides as opposed to cow hides).
R.E. Davis Chemical Corp. v. Diasonics, Inc. United States Court of Appeals, Seventh Circuit, 1987 826 F.2d 678 Pg. 480	Defendant contracts to purchase MRI unit from Plaintiff. Defendant pays down payment, but then breaches. Plaintiff sells the unit to another party. Defendant sues to recover down payment. Plaintiff sues to recover lost profits.	UCC 2-718(2)(b) would allow Defendant to recover the down payment less $500, but Plaintiff also has an action for damages and that down payment may be offset by Plaintiff's damages. UCC 2-708(2) allows Plaintiff to recover lost profits if Plaintiff can prove that it is a lost volume seller. In order to prove that it is a lost volume seller, Plaintiff must establish that: it would have had the capacity to make both units, and it would have been profitable to make both units. In sum, Plaintiff must prove that had Defendant not breached, it still would have manufactured and sold the second unit.
United States v. Algernon Blair, Inc. United States Court of Appeals, Fourth Circuit, 1973 479 F.2d 638 Pg. 488	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.
Rockingham County v. Luten Bridge Co. United States Court of Appeals, Fourth Circuit, 1929. 35 F.2d 301. Pg. 492	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.
Tongish v. Thomas Supreme Court of Kansas, 1992 840 P.2d 471 Pg. 495	Defendant enters a contract to sell sunflower seeds to Plaintiff. P enters a contract to sell the seeds to a third party at a $0.55 mark-up. The price for sunflower seeds skyrockets and Defendant breaches in order to get a higher price elsewhere.	In the case that a party wrongfully fails to deliver the other party will be awarded the difference between the market price at the time of tender and the contract price.
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. 500	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.
Jacob & Youngs v. Kent Court of Appeals of New York, 1921 230 N.Y. 239 Pg. 507	Plaintiff built a house for Defendant. The construction contract specified that Plaintiff use a certain kind of pipe. Plaintiff used a different brand of pipe, but the pipe was of the same quality. Defendant refuses to pay a portion of the contract price on account of Plaintiff's breach.	This case demonstrates substantial performance. Substantial performance occurs when the contract was not performed exactly, but was performed to the extent that the difference in the end result is insubstantial. Where there is substantial performance the harmed party may not recover the cost of completion, but rather the difference in market value
Groves v. John Wunder Co. Supreme Court of Minnesota, 1939 205 Minn. 163, 286 N.W. 235. Pg. 513	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.
Hadley v. Baxendale Court of Exchequer, 1854. 9 Exch. 341. Pg. 521	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.
Kenford Co. v. County of Erie Court of Appeals of New York, 1989. 537 N.E.2d 176 Pg. 528	The Defendant county contracted to build a stadium. The Plaintiff agreed to donate the land for the stadium in exchange for contractual obligations from the county. The Plaintiff also purchased additional property surrounding the stadium, planning to benefit from the appreciation that the stadium would bring to neighboring property. The county, upon learning that the cost of the project greatly exceeded initial estimations, terminated the contract. The Plaintiff sued to recover damages. The issue in this case, is whether the Plaintiff may recover the lost value of appreciation in its neighboring lands as a measure of contract damages.	The Plaintiff may not recover the lost appreciation. The applicable rule allows the Plaintiff to recover damages, which naturally and directly flow from the breach. For the Plaintiff to recover damages beyond that, it must prove that the additional damages were "within the contemplation of the parties as a probable result of the breach at the time of contracting." In sum, the Plaintiff must prove that the Defendant assumed or reasonably led the Plaintiff to believe that it had assumed the risk of such damages, at the time of contracting.
Fera v. Village Plaza, Inc. Supreme Court of Michigan, 1976 242 N.W.2d 372 Pg. 537	New business not able to open due to the breach of lease agreement. The Business shuns common law and sues for lost profits. The Jury awards the Business lost profits. The court of appeals reversed the jury award, holding that lost profits were too speculative and an improper measure of damages. Here the Supreme Court of Michigan reviews that decision.	The Supreme Court reverses and reinstates the jury award. Plaintiff had operated this type of business before and was able to present enough evidence to establish what the profits would have been, alleviating the concern of uncertainty. Lost profits are an appropriate measure of damages.
Wasserman's Inc. v. Township of Middletown Supreme Court of New Jersey, 1994 645 A.2d 100 Pg. 543	Plaintiff enters a lease with Defendant. Plaintiff leases the property to operate a business. The lease contains a liquidated damages clause. The clause states that in the event of a breach by Defendant, the Defendant must pay the Plaintiff 25% of Plaintiff's annual gross receipts (based on a three-year average). The Defendant breached, but refused to pay the liquidated damages.	The court reviews the clause under a reasonableness standard. To be enforceable the clause must be reasonable under the totality of the circumstances. The clause fails that tests, and therefore is classified as a penalty clause (unenforceable) as opposed to a liquidated damages clause (enforceable). The amount awarded is grossly disproportionate to the annual profit. Damages based on gross receipts fails the reasonableness test.
Raffles v. Wichelhaus Court of Exchequer, 1864 2 Hurlstone & Coltman 906 Pg. 582	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.
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. 592	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.
Sheets v. Teddy's Frosted Foods, Inc. Supreme Court of Connecticut, 1980 179 Conn. 471, 427 A.2d 385 Pg. 642	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.
Luttinger v. Rosen Supreme Court of Connecticut, 1972 316 A.2d 757 Pg. 665	Plaintiff contracts to buy Defendant's house, subject to Plaintiff securing specific financing. Plaintiff fails to qualify for specified financing, but does qualify for a loan under lesser terms. Defendant offers to make up the difference. Plaintiff declines the offer and asks for return of down payment. Defendant refuses. Plaintiff sues.	The condition (securing the loan) was not met. Plaintiff is excused from performing and Defendant cannot enforce the agreement. Every contract requires that Plaintiff make good-faith efforts to satisfy the condition, he has met that standard.
Internatio-Rotterdam, Inc. v. River Brand Mills, Inc. United States Court of Appeals, Second Circuit, 1958 259 F.2d 137 Pg. 668	Defendant and Plaintiff entered into a contract for the sale of rice. Defendant was to ship rice to Plaintiff at two locations. The contract gave Defendant two weeks to complete shipment of the rice, after receiving a call for shipment from Plaintiff. The contract also required shipment to be complete by the end of December. Notice was given and the quantity timely shipped to first location. As of December 17th, Plaintiff had not provided shipping instructions for second location. Defendant rescinded the contract on the ground that, due to Plaintiff's failure to provide notice, the two week notice requirement and December deadline could no longer be met. Plaintiff filed suit.	The court interprets the obligation to ship rice as subject to receiving notice by December 17th. Court looks to ratify the intent of the parties and classifies it as a promissory condition. RST 227(2) is not a hard and fast rule, when notice was not received by 12/17, Defendant was excused from shipping. Court says that the two locations of shipment were separate deals, performance of one did not require performance of the other.
Peacock Construction Co. v. Modern Air Conditioning, Inc. Supreme Court of Florida, 1977 353 So.2d 840 Pg. 674	Plaintiff contracted to provid work for Defendant, as a sub-contractor. The contract regarding when the Defendant must pay the Plaintiff was unclear. It was unclear whether a clause specifying the timing of the payment simple established a reasonable time frame for the Defendant to pay, or whether the clause stipulated that the Defendant's duty to pay the Plaintiff was conditioned upon Defendant first receiving payment from the owner. Defendant did not pay the Plaintiff when the Plaintiff peformed, but waited until he received money from the owner. Plaintiff sued.	The court views it as neither a duty or condition, but as specifying a reasonable time frame for payment. Court acknowledges a policy for allowing subs to be paid before the owner pays. Ordinarily subs who want to remain in business will not assume the risk of waiting for owners to pay. Court specifies that parties can explicitly contract around this assignment of risk to generals.
Gibson v. Cranage Supreme Court of Michigan, 1878 39 Mich. 49 Pg. 677	Plaintiff contracts to paint a portrait of Defendant’s daughter, subject to Plaintiff’s satisfaction. Defendant receives the portrait, but is not satisfied. Plaintiff paints another. Defendant refuses to accept it.	The court holds for Defendant. Where the contract is personal and specific in nature the court uses a subjective test. The subjective test, though, is subject to good-faith.
Stewart v. Newbury Court of Appeals of New York, 1917 220 N.Y. 379, 115 N.E. 984 Pg. 695	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."
Plante v. Jacobs Supreme Court of Wisconsin, 1960 10 Wis.2d 567, 103 N.W.2d 296 Pg. 702	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.
Gill v. Johnston Lumber Co. Supreme Court of Pennsylvania, 1892 25 A. 120 Pg. 707	Plaintiff contracts to drive a specified number of logs down the river to Defendant. Due to flood, Plaintiff comes up short, but does get a significant number of logs to Defendnat. Plaintiff is to be paid per “log mile”. Both the logs that made it and the logs that didn’t have logged miles. The issue is whether the Plaintiff has breached, for failure to get all of the logs to Defendant, or whether the logs that did make it are divisible from the entire contract.	The court holds that the contract is divisible in so far that Plaintiff can receive payment (per unit—log mile) for the logs that made it all the way, but he is not entitled to any payment for the miles logged by logs that did not make it. This court’s test for divisibility is: if the part to be performed consists of several and distinct items, and the price to be paid by the other is apportioned to each item to be performed, or is left to be implied by law the contract will be divisible.
Britton v. Turner Supreme Court of New Hampshire, 1834 6 N.H. 481 Pg. 710	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.
Kirkland v. Archbold Court of Appeals of Ohio, Cuyahoga County, 1953 113 N.E.2d 496 Pg. 716	Plaintiff contracts to work for Defendant. Defendant is to pay in five installments, the first four are to be $1000 each, the final payment is to be $2000. Defendant is not satisfied with Plaintiff’s work when the first installment is due and only pays $800. Defendant also bars Plaintiff from any additional work.	The court holds that the contract is not divisible and that Plaintiff is in breach of contract. Total payment was to be paid for the total amount of work. Plaintiff is not entitled to the first $1,000 payment. Plaintiff is entitled, however, to restitution for any benefit that was conferred to Defendant to this point. RST 2d 374.
Taylor v. Caldwell King's Bench, 1863 3 Best & S. 826 Pg. 801	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.
Krell v. Henry Court of Appeal, 1903 2 K.B. 740 Pg. 831	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.
Chase Precast Corp. v. John J. Paonessa Co. Supreme Judicial Court of Massachusetts, 1991 409 Mass. 371, 566 N.E.2d 603 Pg. 837	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.

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