User:JD Caselaw/Cases and Materials on Contracts (Farnsworth, Young, Sanger, Cohen and Brooks)

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2008 edition -- full TOC from here [1]

Table of Contents

Chapter 1: Bases for Enforcing Promises

1. Enforceable Promises: An Introduction
Hawkins v. McGee
Bayliner Marine Corp. v. Crow
2. Remedying Breach
United States Naval Institute v. Charter Communications, Inc.
The Purpose of Remedies: Three Protected Interests
Sullivan v. O’Connor
The Economics of Remedies: An Introductory Note
Punitive Damages
White v. Benkowski
Remedies in Practice
3. Consideration as a Basis for Enforcement
(A) Fundamentals of Consideration
Typical Categories of Agreements
Family Contracts
Hamer v. Sidway
Gratuitous Promises
Fiege v. Boehm
(B) The Requirement of Exchange: Action in the Past
Feinberg v. Pfeiffer Co.
Moral Obligation
Mills v. Wyman
Webb v. McGowin
(C) The Requirement of Bargain
Kirksey v. Kirksey
Employment Agreements
Lake Land Employment Group of Akron, LLC v. Columber
Employee Handbooks
Rewards
(D) Promises as Consideration
What Constitutes a Promise?
Strong v. Sheffield
Contracts for the Sale of Real Estate
Mattei v. Hopper
Contracts for the Sale of Goods
Eastern Air Lines, Inc. v. Gulf Oil Corporation
Wood v. Lucy, Lady Duff–Gordon
Substitutes for Consideration
4. Reliance as a Basis of Enforcement
Ricketts v. Scothorn
The Development of Promissory Estoppel
Restatement, First, § 90
Feinberg v. Pfeiffer Co.
Restatement, Second, § 90
Cohen v. Cowles Media Company
D & G Stout, Inc. v. Bacardi Imports, Inc.
5. Restitution as an Alternative Basis for Recovery
Cotnam v. Wisdom
Callano v. Oakwood Park Homes Corp.
Pyeatte v. Pyeatte

CHAPTER 2 Creating Contractual Obligations

1. The Nature of Assent
Lucy v. Zehmer
Intent to Be Bound
‘‘Gentlemen’s Agreements’’
‘‘Formal Contract Contemplated’’
2. The Offer
Owen v. Tunison
Harvey v. Facey
Fairmount Glass Works v. Crunden–Martin Woodenware Co.
Advertisements as Offers
Lefkowitz v. Great Minneapolis Surplus Store
Construction Contracts
Mistaken Bids
Elsinore Union Elementary School District v. Kastorff
3. The Acceptance
International Filter Co. v. Conroe Gin, Ice & Light Co.
White v. Corlies & Tift
Ever–Tite Roofing Corporation v. Green
The Significance of Contract Formation
Notification of Acceptance in Unilateral Contracts
Allied Steel and Conveyors, Inc. v. Ford Motor Co.
Shipment of Goods as Acceptance
Corinthian Pharmaceutical Systems, Inc. v. Lederle Laboratories
Silence Not Ordinarily Acceptance
4. Termination of the Power of Acceptance
(A) Lapse of an Offer
(B) Revocation of Offers
Option Contracts
Dickinson v. Dodds
‘‘Firm Offers’’ Under Article 2
Ragosta v. Wilder
(C) Death of an Offeror
(D) Rejection and the Mirror Image Rule
Rejection of an Irrevocable Offer
(E) The ‘‘Mailbox Rule’’: Contracts by Correspondence
5. The Battle of the Forms and the Uniform Commercial Code
(A) Acceptance Varying Offer: The Traditional View
Standard Forms and ‘‘Battle of the Forms’’
(B) Transcending the Mirror Image Rule: UCC § 2–207
Dorton v. Collins & Aikman Corp.
Materiality
C. Itoh & Co. (America) Inc. v. Jordan Int’l Co.
Different Terms
Northrop Corp. v. Litronic Industries
Contract First, Terms Later: UCC § 2–207 or a New Method of Contract Formation?
Step–Saver Data Systems, Inc. v. Wyse Technology
ProCD, Inc. v. Zeidenberg
Hill v. Gateway 2000, Inc.
Revising Article Two
6. Precontractual Liability
Revocability and Reliance
Drennan v. Star Paving Co.
Liability When Negotiations Fail
Hoffman v. Red Owl Stores
Cyberchron Corp. v. Calldata Systems Development, Inc.
Preliminary Binding Agreements/Preliminary Binding Commitments
Channel Home Centers, Division of Grace Retail Corp. v. Grossman
7. The Requirement of Definiteness
Toys, Inc. v. F.M. Burlington Company
Flexible Pricing
Oglebay Norton Co. v. Armco, Inc.

CHAPTER 3 Statutes of Frauds

1. Overview
(A) Statutory Texts
(B) Explaining the Legislative Choices
(C) Ameliorating Rules
(D) Ethical Practices and Statutes of Frauds
2. Writing, Signing, and Otherwise Recording and Authenticating
The Content of a Document
Signing
Electronic Documentation
3. Statutory Scope
(A) Duration of Performance: The One–Year and Lifetime Clauses 269
C. R. Klewin, Inc. v. Flagship Properties, Inc.
Informal Extensions of Employment
Lifetime Agreements: Tuckwiller’s Case
(B) Interests in Real Property
Richard v. Richard
(C) Sales of Goods
UCC § 2–201(1)
UCC § 2–201(2)
St. Ansgar Mills, Inc. v. Streit
UCC § 2–201(3)
UCC § 2–201 Versus Law and Equity
(D) The Suretyship Clause
Suretyship Agreements
Langman v. Alumni Association of the University of Virginia
Current Obligation
The Main–Purpose Rule
Central Ceilings, Inc. v. National Amusements, Inc.
Of Nursing Care and Caterpillar’s Main Purpose
4. Reliance and Other Equities
Monarco v. Lo Greco

CHAPTER 4 Policing the Bargaining Process

1. Capacity
Kiefer v. Fred Howe Motors, Inc.
Ortelere v. Teachers’ Retirement Bd.
Cundick v. Broadbent
2. Overreaching
(A) Pressure in Bargaining
The Pre–Existing Duty Rule
Alaska Packers’ Ass’n v. Domenico
Avoiding the Pre–Existing Duty Rule: Rescission and Modification
Watkins & Son v. Carrig
Yielding to Threat
Avoiding the Pre–Existing Duty Rule: New Consideration
Partial Payment
Pre–Existing Duty to a Third Party
Duress in Business
Austin Instrument, Inc. v. Loral Corporation
Undue Influence
Odorizzi v. Bloomfield School District
(B) Concealment and Misrepresentation
Swinton v. Whitinsville Sav. Bank
Kannavos v. Annino
Misrepresentation
Vokes v. Arthur Murray, Inc.

CHAPTER 5 Determining the Parties’ Obligations under the Contract: Ascertaining, Interpreting, and Supplementing the Agreement

1. The Parol Evidence Rule
Gianni v. R. Russell & Co.
Masterson v. Sine
Bollinger v. Central Pennsylvania Quarry Stripping and Construction Co.
Parol Evidence and Contracts for the Sale of Goods
No–Oral–Modification Clauses
2. The Use of Extrinsic Evidence of the Parties’ Intent
Pacific Gas & Electric Co. v. G.W. Thomas Drayage & Rigging Co.
Delta Dynamics, Inc. v. Arioto
Greenfield v. Philles Records, Inc.
W.W.W. Associates, Inc. v. Giancontieri
Trident Center v. Connecticut General Life Ins. Co.
Methods of Interpreting Ambiguous Contracts
Rules in Aid of Interpretation
Function of Judge and Jury
3. The Use of Extrinsic Evidence from Commercial Context
Frigaliment Importing Co. v. B.N.S. International Sales Corp.
Hurst v. W.J. Lake & Co.
4. The Use of Extrinsic Evidence to Supplement or Qualify the
Agreement: Course of Dealing, Usage of Trade, and Course of Performance
Nanakuli Paving & Rock Co. v. Shell Oil Co.
Columbia Nitrogen Corp. v. Royster Co.
5. Objective Interpretation and Its Limits
Raffles v. Wichelhaus
Oswald v. Allen
Colfax Envelope Corp. v. Local No. 458–3M
6. Supplementing the Agreement With Terms Supplied by Law: Gap Fillers, Warranties, and Mandatory Terms
(A) Filling Contractual Gaps—Generally
(B) Filling Common Contractual Gaps by Statute
(C) Gap Filling With Respect to Product Quality—Implied Warranties in Article 2
The Implied Warranty of Merchantability
Koken v. Black & Veatch Construction, Inc.
The Implied Warranty of Fitness for Particular Purpose
Lewis v. Mobil Oil Corporation
Excluding Implied Warranties From the Contract
South Carolina Electric and Gas Co. v. Combustion Engineering, Inc.
Other Limits on Excluding Implied Warranties
Henningsen v. Bloomfield Motors, Inc.
(D) Express Warranties
(E) Supplementing the Contract With Mandatory Terms—Good Faith

CHAPTER 6 Limits on the Bargain and its Performance

1. Unfairness
McKinnon v. Benedict
Tuckwiller v. Tuckwiller
Black Industries, Inc. v. Bush
Public Policies, Excessive Profits, and Government Contracts
2. Standard Form and Adhesion Contracts
O’Callaghan v. Waller & Beckwith Realty Co.
Agreeing to Boilerplate
Graham v. Scissor–Tail, Inc.
The Duty to Read and the Duty to Disclose
Carnival Cruise Lines, Inc. v. Shute
Sources of Policing: Courts, Legislatures, and Agencies
Doe v. Great Expectations
3. Unconscionability
Unconscionability: Two Views
Williams v. Walker–Thomas Furniture Co.
Price Unconscionability
Jones v. Star Credit Corp.
Unconscionability in Franchises
Unconscionability: Arbitration Clauses
Armendariz v. Foundation Health Psychcare Services, Inc.
Scott v. Cingular Wireless
4. Performing in Good Faith
Dalton v. Educational Testing Service
Eastern Air Lines, Inc. v. Gulf Oil Corporation
Market Street Associates v. Frey
Bloor v. Falstaff Brewing Corp.
Percentage Leases
Good Faith in Termination
Lockewill, Inc. v. United States Shoe Corp.
5. Public Policy
(A) Illegal Contracts
Bovard v. American Horse Enterprises, Inc.
X.L.O. Concrete Corp. v. Rivergate Corp.
Inducing Official Action
Commercial Bribery
Licensing Laws
(B) Judicially Created Public Policy
Restraints of Trade
Hopper v. All Pet Animal Clinic
Public Policy and Termination of At–Will Employees
Sheets v. Teddy’s Frosted Foods
Balla v. Gambro, Inc.
Family Relations
Simeone v. Simeone
In the Matter of BABY M

CHAPTER 7 Remedies for Breach

1. Specific Relief
Campbell Soup Co. v. Wentz
Klein v. PepsiCo, Inc.
Morris v. Sparrow
Specific Performance and Interest
Laclede Gas Co. v. Amoco Oil Co.
Northern Delaware Industrial Development Corp. v. E.W. Bliss Co. 601
Walgreen Co. v. Sara Creek Property Co.
Specific Performance, Efficiency, and the Coase Theorem
2. Measuring Expectation
Vitex Manufacturing Corp. v. Caribtex Corp.
Laredo Hides Co., Inc. v. H & H Meat Products Co., Inc.
R.E. Davis Chemical Corp. v. Diasonics, Inc.
Losing Contracts
United States v. Algernon Blair, Inc.
3. Limitations on Damages
(A) Avoidability
Rockingham County v. Luten Bridge Co.
Avoidability Under Contracts for the Sale of Goods
Tongish v. Thomas
Parker v. Twentieth Century–Fox Film Corp.
Avoidability and the Cost of Remedy Defect
[[Jacob & Youngs v. Kent]
Groves v. John Wunder Co.
Peevyhouse v. Garland Coal & Mining Co.
(B) Foreseeability
Hadley v. Baxendale
Delchi Carrier Spa v. Rotorex Corp.
Kenford Co. v. County of Erie
Sentimental Value
Emotional Distress
(C) Certainty
Fera v. Village Plaza, Inc.
4. ‘‘Liquidated Damages’’ and ‘‘Penalties’’
Wasserman’s Inc. v. Township of Middletown
Dave Gustafson & Co. v. State

CHAPTER 8 Performance and Breach

1. Conditions
(A) Effects of Conditions
Luttinger v. Rosen
Internatio–Rotterdam, Inc. v. River Brand Rice Mills, Inc.
Separate Contracts
(B) Problems of Interpretation
Condition, Duty, Or Both?
Peacock Construction Co. v. Modern Air Conditioning, Inc.
Gibson v. Cranage
Third–Party Satisfaction
(C) Mitigating Doctrines
Prevention
Waiver, Estoppel, and Election
McKenna v. Vernon
Interpretation and Avoidance of Forfeiture
Hicks v. Bush
2. Constructive Conditions of Exchange
Kingston v. Preston
Time For Performance
Stewart v. Newbury
Concurrent Conditions and Tender
3. Mitigating Doctrines
(A) Substantial Performance
Jacob & Youngs v. Kent
Plante v. Jacobs
The Perfect Tender Rule
(B) Divisibility
Gill v. Johnstown Lumber Co.
(C) Restitution
Britton v. Turner
Kirkland v. Archbold
4. Suspending Performance and Terminating the Contract
After–Acquired Evidence
Walker & Co. v. Harrison
K & G Construction Co. v. Harris
Hindrance and Prevention
Iron Trade Products Co. v. Wilkoff Co.
New England Structures, Inc. v. Loranger
5. Prospective Nonperformance
(A) Anticipatory Repudiation
Hochster v. De La Tour
Kanavos v. Hancock Bank & Trust Co.
McCloskey & Co. v. Minweld Steel Co.
C.L. Maddox, Inc. v. Coalfield Services, Inc.
Permissible Responses to Repudiation
Cosden Oil & Chemical Co. v. Karl O. Helm Aktiengesellschaft
United States v. Seacoast Gas Co.
(B) Assurance of Due Performance
Pittsburgh–Des Moines Steel Co. v. Brookhaven Manor Water Co.
Norcon Power Partners v. Niagara Mohawk Power Corp.

CHAPTER 9 Basic Assumptions: Mistake, Impracticability and Frustration

1. Mutual Mistake
Stees v. Leonard
Renner v. Kehl
Sale of Goods: Two Famous Cases
The Risks of Limited Knowledge
Mistake and Restitution
2. Impracticability of Performance
Mineral Park Land Co. v. Howard
Supervening Events
Taylor v. Caldwell
Impossibility and Impracticability of Performance Under Article 2
Transatlantic Financing Corporation v. United States
Foreseeability
Risk–Bearing Analyses
Selland Pontiac–GMC, Inc. v. King
Force Majeure Clauses
Canadian Industrial Alcohol Co. v. Dunbar Molasses Co.
Casualty to Goods
Eastern Air Lines, Inc. v. Gulf Oil Corporation
3. Frustration of Purpose
Krell v. Henry
Swift Canadian Co. v. Banet
Chase Precast Corp. v. John J. Paonessa Co.
Northern Indiana Public Service Co. v. Carbon County Coal Co.
4. Half Measures
Impracticability and Reliance
Young v. City of Chicopee
Reliance Interests
The Alcoa Case

CHAPTER 10 Third Parties: Rights and Responsibilities

1. Third–Party–Beneficiary Contracts
Restatement Formulations
Lawrence v. Fox
Seaver v. Ransom
Detroit Institute of Arts Founders Society v. Rose
Distribution Networks
Contracts for Public Services
Rathke v. Corrections Corporation of America, Inc.
First Restatement
Statutes
Insurance Contracts
Third-Party Claims For Bad-Faith Breach
Verni v. Cleveland Chiropractic College
Attorney–Client Contracts and Third Parties
Grigerik v. Sharpe
The Septembertide Case
Vesting of Third-Party Rights
2. Delegation of Duties
Delegation π Absolution
UCC Article 2 and the Restatement
Terms of Delegation
Sally Beauty Co. v. Nexxus Products Co.
3. Assignments of Rights
(A) Assignability of Rights; Means of Assignment
Herzog v. Irace
Means of Assignment
Sale vs. Loan
Anti–Assignment Provisions
Bel–Ray Company v. Chemrite (Pty) Ltd.
(B) Obligor’s Duty to Assignee: Some Variations
Delacy Investments, Inc. v. Thurman & Re/Max Real Estate Guide, Inc.
Modification
Agreement not to Assert Defenses Against Assignee
Financiers vs. Consumers
Linkage, Assignor and Assignee
Chemical Bank v. Rinden Professional Association
Assignees’ Liabilities
(C) Assignees in Contests With Third Parties
U.S. Claims, Inc. v. Flomenhaft & Cannata, LLC