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v. Southland)
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i.? When a promisor aggress to purchase services from a promisee on a per unit basis
but the agreement specifies no quantity and the parties did not intend that the
promisor should take all of his needs from the promisee there is no enforceable
agreement. (De Los Santos v. Great Western Sugar)
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ii.? Satisfaction clauses do not render a contract illusory or raise problems of mutuality
of performance. (Mattei v. Hopper)
iii.? In agreements which seem to reserve the right to cancel at any time it is reasonable
through interpretation to take the position that notice of cancellation is required
and even though notice may be given at any time it constitutes a detriment, hence, is
valid consideration. (Sylvan Crest)
1.? The governmentǯs obligation to give delivery instructions or notice of
cancellation within a reasonable amount of time constituted
consideration. Then Sylvanǯs promise to deliver in accordance with the
instructions is consideration. Thus the contract is valid.
iv.? While an express promise may be lacking the whole writing may be instinct with
obligation- an implied promise- imperfectly expressed so as to form a valid contract.
(Lady Duff)
v.? 0 very contract has some degree of indefiniteness and while there must be mutual
assent as to the essential terms, parties should be held to their promises and courts
should not become petty or over particular in interpreting contract
p.47 (Angelou)
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i.? If neither party to a contract intends it to be binding then it is unenforceable and no
contract is deemed to exist. (Keller v. Holderman- $15 watch for $300)
ii.? Where a party has no expectation that his remarks will be taken as legally binding no
contract exists. (Brown v. Finney- bushels of coal)
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i.? The party who seeks to interpret the terms of a contract in a sense narrower than
their everyday use there is the burden of persuasion to show, and if that party fails to
support its burden it faces dismissal of its complaint. (Frigailment v. BNS- Chicken

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i.? xtrinsic evidence regarding the circumstances of making the contract is admissible
to ascertain the intent of the parties whether or not there is ambiguity on the face of
the agreement. (Berg v. Hudesman- 99 year ground lease)

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ii.? Damages may be awarded for inconvenience for breach of contract, but no punitive
damages by be awarded. NO PUNITIV DAMAG S IN CONTRACTS CAS S. (White v.
Benkowski-Neighbors that were supposed to supply water to their house)
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i.? Courts of equity will not issue decrees of specific performance
where such orders would require extensive supervision by
the court. (Northern Delaware v. W Bliss-300 Men and a
ii.? Negative enforcement of an employment contract may only be
granted, once the contract is terminated, to prevent injury
from unfair competition or to enforce an express and valid
anticompetitive covenant (ABC v Wolf)
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ii.? When a breach of a contract occurs, the law attempts to
secure to the injured party the benefit of his bargain, subject
to the limitation that the injury was foreseeable, and that the
amount of damages claimed be measurable with a reasonable
degree of certainty and adequately proven (Freund v
Washington Square Press-the book that never got published)
iii.? Where an offer promises to enhance physical beauty, breach of h the K would
permit recovery for pain and suffering, mental distress and worsening of the
condition (Sullivan v OǯConnor-plastic surgery case)
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i.? In a breach of K action, wasted expenditure can be recovered when it is
wasted by reason of the defendants breach of K (Anglia Television v Reed-
Brady Bunch Dad)
ii.? When a court grants restitution for breach, the party in breach is required to
acct for a benefit that has been conferred on him by the injured party
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iv.? A court may award restitution damages in an attempt to
return the injured party any value that it may have conferred
on the breaching party

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i.? When a notice of cancellation is received while a K is still
executor, the party cannot complete it and claim the K price
(Luten Bridge Co.)
ii.? Where an employment for a specified time period is
wrongfully terminated, the employee may sue for the wage
due under the remainder of the K less any amounts he earned
during the period or could have earned through reasonable
diligence (Southerland v Wyer the guy fired from the play)


i.? (MINUS)


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(Hadley v Baxendale)
iii.? TACIT AGR M NT T ST: for the buyer to give notice to the
seller of the special circumstances is notice itself sufficient. It
must be mentioned in the K  ‘  
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  (Globe Refining v
Landa Cotton Oil Co-they were supposed to get oil at a spec.
iv.? A lost future profit award to a franchisor may be awarded
only where lost future profits are proximately caused by the
franchiseeǯs breach and where such an award is neither
0excessive, oppressive, [nor] disproportionate to the lossdz
suffered by the franchisor (PIP Printing Case)
v.? In complicated or technical cases, an experts testimony
should be cleansed of insupportable assumptions or clear
errors which have less than the minimum probative value
That is: experts ought to be a 0beacon of truthdz ( astern
Airlines v. Mc Donnell Douglas- supposed to deliver 90
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i.? A party will be denied recover even on a K valid on its face if he has resorted to
gravely immoral and illegal conduct in accomplishing its performance (McConnel
v. Commonwealth Pictures)
ii.? Spousal support waivers in Pre nuptial agreements are not in violation of public
policy and are not per se unenforceable (Pendleton v Fireman)
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i.? An explicit agreement or other extrinsic evidence of the existence of a binding
agreement is required before promises between family members will be enforced
(Woods-mom promised to 0take caredz of her son and she died and he suedǥ)
ii.? The law does not authorize contractual modification of the 0conjugal associationdz
except in relation to property (FavrotȄthe wife to wanted to have sexual
relations too often)
iii.? Unmarried cohabitants may raise claims based upon unjust enrichment following
the termination of their relationships where one of the parties attempts to retain
un unreasonable amount of the ppty acquired through the efforts of both (Watts v
iv.? Recovery in Quantum Meruit is measured by the reasonable value of services
rendered to the benefiting party (Mag Light Case)
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i.? An attny is entitled to reasonable compensation for services rendered up to the
time of termination of the attorney client relationship
ii.? Attorneys are limited to quantum meruit recover for the value of their services
when the client discharges the attorney
iii.? A special non refundable retainer fee agreement is per se in violation of public
policy because it compromises the clients absolute right to terminate the
attorney client relationship

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i.? A contract is voidable if
1.? One party is mentally ill
2.? The illness renders him incapable of acting in a reasonable manner
3.? The other party knows or has reason to know of the condition
Teacher case
iii.? An illiterate person signing an instrument without request that it be read to him
is chargeable with negligence for which the law affords him no redress, unless
he has been lulled into security or thrown off his guard and deceived ( llis v
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i.? A party may recover money paid to another under a situation where he has no
liability, but because of business compulsion he has no other choice or speedy
remedy (Kudra)
ii.? the mere stress of financial conditions will not constitute duress sufficient to void
a contract
iii.? a contract may be voiced for duress if a partyǯs manifestation of assent is induced
by an improper threat, leaving the victim no reasonable alternative (the guy with
the knee surgery)
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i.? Where in light of the general commercial background of a particular case, it
appears that gross inequality of bargaining power between the parties has led to
the formation of a contract on terms to which one part has had no meaningful
choice, a court should refuse to enforce such a contract on the ground that it its
unconscionable (furniture company that repoǯd the sofa)
ii.? an adhesion contract, which is one entered into between parties with unequal
bargaining power, is not automatically void, but the courts will usually utilize a
variety of pretests to disregard any part thereof that it finds unfair and
unreasonable (LSAT case)
iii.? an arbitration clause need not be enforced where a party with a superior
bargaining power uses that power to cause the weaker party to sign a one sided
arbitration clause that seeks to maximize the risks of arbitration (nurses case)
iv.? Nondisclosure by the seller of facts solely within its knowledge and
undiscoverable by a prudent buyer constitutes a basis for rescission of the K
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i.? A party who misleads another is stopped from claiming that the K is anything but
what the other is led to believe (lying wife, silent husband)
ii.? Where neither party knows or has reason to know of the ambiguity, or where
both know or have reason to know , the ambiguity is given the meaning that each
party intended it to have. (ship Peerless)
iii.? A mutual mistake as to a basic assumption on which the K was made provides a
basis for rescission of the K for mutual mistake of fact (coin purchase)
iv.? A court need not grand rescission in every case in which there is a mutual
mistake that relates to a basic assumption of the parties upon which the K was
make and which materially affects the agreed performance of the parties (pickles
septic tank case)
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i.? An agreement releasing a party from liability for negligence is not void against
public policy if the interest is not implicated, and the parties may shift the
allocation of risk between themselves differently than allocated by law (olsen)
ii.? An exculpatory clause in unenforceable if it is not distinguishable from other
sections of a K, but is placed in other test so that it does not attract attention and
is difficult to find (Leon v. Family Fitness Center)

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i.? Samuel Williston CB 463: 0If you go around the corner to the clothing shop there, you
may purchase an overcoat on my creditdz
ii. GMC v. Michigan Dept. of Treasury: goodwill adjustment policy
iv.? While forbearance to bring suit is deemed consideration, there must be some
showing that forbearance was bargained for and was not merely conveniently
granted unilaterally by one party. ( .J. Baehr v. Penn-O-Tex Oil)
1.? No consideration because neither party took defendantǯs assurances
seriously or acted upon them in any way therefore there was no
consideration and the promise did not amount to a contract.
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i.? Consideration must have value to the buyer; however, there is no requirement than
an idea used as consideration must have novelty. (Apfel v. Prudential-Bache
Securities- Software to see bonds; Sale Of Goods)
a.? Idea had value to the buyer and thus constitutes valid consideration
b.? Lack of novelty does NOT demonstrate lack of value. Buyer can still reap
benefits from contract.
ii.? Settlement of an unfounded claim asserted in good faith constitutes valuable
consideration for settlement agreements (Dyer v. National By-Products-
employment contract; employee looses foot @ work then gets fired later)
a.? Good faith?
b.? Corbin on Contracts § 140, CB 486
c.? Restatement § 74, CB 487
d.? Williston on Contracts § 135, CB 487
e.? Good Faith Requirement, CB 489
f.? UCC § 2306 Output, Requirements and xclusive Dealings, CB 489
iii.? Output contracts are valid and any indefiniteness or mutuality is supplied by a
0good faith requirementdz implied by the UCC into such contracts. (Feld v. Henry S.
Levy & Sons, Inc.- bread crumbs)
a.? Applied UCC § 2306, must act with good faith
iv.? A buyer may vary its requirements pursuant to a requirements contract, so long
as he does so in good faith. (Technical Assistance International, Inc. v. U.S.- army
cars; 0we hold that the only limitation upon the governmentǯs ability to vary its
requirements under a requirements contract is that it must do so in good faith.
TAI didnǯt show that the govǯt had altered its requirements in bad faith)
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i.? Past consideration in not sufficient to support a contract. (Passante v.
McWilliam- Upper Deck baseball cards; Passante violated ethical duty as a
1.? Inchoate giftǥǥ?
ii.? A moral obligation is insufficient as consideration for a promise. (Mills v.
Wyman- Ñ paid med bills for ǯs son;
1.? no consideration because nothing was bargained for???
iii.? A moral obligation is sufficient consideration to support a subsequent
promise to pay where the promissory has received material benefit. (Webb v.
McGowin- Ñ falls with block to deflect it from hitting his boss, Ñ sues bossǯ will
executor for $$$$).
1.? Saving someoneǯs life =ǯs consideration????
2.? 0Moral obligation is a sufficient consideration to support a subsequent
promise to pay where the promisor has received a amterial benefit,
althought there was no original duty or liability resting on the
promisordz CB 509
3.? Restatement § 86 promise for Benefit Received CB 511
4.? CA Civ Code § 1606, CB 512
5.? NY Law §5-1105, CB 512

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i.? Where a contract is mutually rescinded and a new contract is entered into by
the parties, it is valid and deemed supported by consideration (Schwartzreich
v. Bauman-Basch- employment agreement about designing coats; gimmick =3
contracts ; old contract, cancelled contract, new contract. Consideration for
cancelled contract is that each party releases the opposite party from the
ii.? A modification made to meet the reasonable needs of standard and ethical
practices of men in their business dealings with each other operates as a
partial rescission of a prior contract and is thus enforceable since supported
by consideration. (Watkins & Sons, Inc. v. Carrig- construction contract w/
digging out of cellar finds rock and homeowner agrees to pay 9xǯs contract
price; gimmick = gift promise 0the gift here was not of the promise to pay
more, but of release of the Ñǯs duty to work for CB 521.)
iii.? An oral modification is enforceable, even if the contract prohibits oral
modifications, if the modification is supported by consideration and the party
seeking enforcement relied on the modification. (Autorol Corp. v. Continental
Water Systems Corp- pattern of conduct can be a modification.)
1.? UCC 2209 Modification, Rescission and Waiver, CB 527
2.? Restatement § 89 Modifications of xecutory Contract, CB 527
3.? CAL Civ Code § 1697, CB 528
4.? CAL Civ Code § 1698, CB 528
5.? Article 29, CB 528
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iv.? A compromise agreement that requires future performance in satisfaction of
the claim is an executory accord, upon the breach of which the nonbreaching
party may sue on either the original or the compromise agreement. (Johnson
v. Utile)
v.? NOM Clause, no oral modification UCC 2209 ?????(IFC Credit Corp. v. Bulk
Petroleum Corp)
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ii.? When the payee changes her position to her disadvantage, in reliance on a
promise, a right of action on the promise arises. (Ricketts v. Scothorn)
1.? quittable estopple CB 546
iii.? Charitable situations CB 547-548- 0There is no room in such a situation for the
doctrine of promissory estoppledz year=1933
iv.? A contract is not valid merely because it lacks mutuality of obligations
Detrimental reliance may constitute valid consideration to support it.
(Clausen & Sons v. Theo. Hamm Brewing CB 550- 1st bargained for reliance
(substitute for consideration). 0reliance and action on such a waiver should be
treated as sufficient consideration.)
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iii.? While an oral employment contract for more than a year violates the Statute
of Frauds, either part performance or equitable estopple may render the
contract enforceable. (McIntosh v. Murphy)
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