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Contracts cases
case holdings/principles
| Question | Answer |
|---|---|
| Statute of Frauds Categories? | Marriage: prenuptial agreements Year: can't be fully performed within one year Land: sale/transfer of real estate/land Executor: Promises to pay a debt of the estate Goods: Goods over $500 Surety: A promise to pay the debt of another person |
| Hawkins v. McGee | Hairy Hand case, demonstrates the standard remedy of expectation damages is value you expected to receive minus the value of what you were supposed to pay and any value you did receive (perfect hand value -hairy hand and surgery costs) |
| Expectation damages | The default remedy in a contracts case the standard calculation is the value you expected to receive minus the value of what you were supposed to pay and any value you did receive |
| Reliance damages | A damages remedy that seeks to put you in the position you were in before the contract occurred, you get what you paid back and any value you received or lost is added or subtracted. |
| Puffery | When selling a product, you have some room to embellish in your advertising claims. Think "best in the world" sticker or smth. |
| Express Warranty (UCC 2-313) | Affirmations of fact, descriptions of goods, and samples or models of products that are part of the "basis of the bargain" |
| Implied Warranty (UCC 2-314) | Covers the merchantability of goods, basically there are universal standards that products are fit to be used for their ordinary purpose. Can be excluded/modified by contract |
| Bayliner Marine Corp. v. Crow | Boat doesn't go as fast as advertised, guy sues for breach of warranty from brochures , Court holds that bc the models were not identical to his purchase and bc there was room for puffery there was no express warranty for his boat to go as fast |
| Contract | A promise or set of promises for the breach of which the law gives a remedy or recognizes a duty |
| Promise | Manifestation of intention to act or refrain from acting in a specified way so as to justify a promisee in understanding a commitment has been made |
| Sullivan v. O'Connor | Court awards a fusion of expectation and reliance damages for a nose job gone wrong because they cannot tell what expectation value a good nose would have been worth, esp because the plaintiff was trying to become a model |
| US Naval Institute v. Charter Communications, Inc. | Court rejects punishing defendant by taking all of the profits from its book deal breach, focuses instead on compensating the plaintiff for what it lost from non-occurrence of the contract. |
| Restitution | Defendant pays the plaintiff everything it gained from the plaintiff |
| Disgorgement | Defendant pays the plaintiff all of the gains they got from breach (This is very rare to implement) |
| Specific Performance | Court orders defendant to perform their contractual duties |
| White v. Benowski | A family is supposed to get water from their neighbor, petty neighbors shut off water briefly, jury, finds malice in the shutoff, awards over $2000 in damages, court reduces the award to $1 because punitive damages are disfavored in contracts |
| Morris v. Sparrow | A rancher has a deal where he gets pay and a horse if he does a good job, end of season he does not get horse, court orders specific performance of transferring horse because horse had special value to him |
| UCC 2-718 | Liquidation damages must be reasonable relative to the harm caused by a breach, unreasonable amounts are penalties |
| UCC 2-719 | Allows for parties to agree to limit things like consequential damages |
| Restatement 356 | Reasonable liquidated damages recognized, unreasonable are unenforceable as a matter of public policy |
| XCO International Inc. v. Pacific Scientific Company | We might like liquidated damages for developing trust and providing security for contracts to form, but we usually dislike them because they stop efficient breaches, worsening economic efficiency |
| Consideration Restatement 71 | Bargained for exchange for a promise... Consideration is about a party changing its legal position. Without consideration, a court will not enforce a promise. Consideration can be low, but it cannot be a pretense |
| Hamer v. Sidway | refraining from smoking, drinking, and playing billiards was consideration for an inheritance |
| Kirksey v. Kirksey | Brother in law promises destitute widow a place to live, after 2 years he kicks her out, jury wants to give her money, but court finds his promise to give her a place to live was not supported by consideration, it was a gratuitous promise |
| Unilateral Contract | A promise supported purely by consideration on other side: If you X then I promise to give you Y |
| Bilateral Contract | A promise made in exchange for a promise: I promise to give you X if you promise to give me Y |
| Lake Land v. Columber | Consideration for a non-compete contract where it seemed nothing was paid or given? Court says that the consideration was that the company continued to employ the worker for the next ten years, (even though that wasn't said in the contract) |
| Feinberg v. Pfeiffer | Past actions do not count as consideration, but promissory estoppel can serve as consideration if the person relies on the promise to their detriment, in Feinberg's case aging out of labor market (she had been promised $200/month for life) |
| Mattei v. Hopper | Satisfaction clauses for a real estate deal do not make promise illusory |
| Illusory Promise (Restatement 77) | I promise to do something, if I feel like it, is an illusory promise because the person isn't committing themselves, therefore its not consideration |
| Mills v. Wyman | stranger treats sick son for disease, son dies, father promises to pay stranger for the treatment, court will not enforce the father's promise even if he should morally pay up |
| Restatement of Restitution and Unjust Enrichment §§ 20-21 | If a person protects someone’s life in a situation that merits it, they are entitled to restitution at a value to prevent unjust enrichment |
| Webb v. McGowin | Webb saves McGowin from falling industrial equipment, ruins his own body, court rules McGowin’s estate has to keep his promise to pay Webb for the rest of his life bc otherwise it would be unjust enrichment |
| Satisfaction clauses | It is legitimate to condition performance of your promise on a good job being done (that does not make your promise illusory, as long as you use good faith) |
| Ricketts v. Scothorn | Grandfather promises 2k to granddaughter, she quits job, court holds that her detriment from relying on the promise constituted equitable estoppel, so there was consideration |
| Restatement 90 | Promises inducing action or forbearance is binding if injustice can be avoided only through enforcement |
| Cotnam v. Wisdom (Quasi Contract) | Physicians who perform on unconscious patients have a quasi contract with them, basically they would have bought the service if conscious so we will treat the situation like a contract exists |
| Lucy v. Zehmer | barn sale on a napkin case, mutual assent to a bargain is key, and its based on outward actions, if someone is joking, its on the joker to make it clear, otherwise we will enforce the agreement, extreme intoxication could void agreement |
| Raffles v. Wichelhaus | a mutual mistake occurred over which ship was carrying cotton, with no meeting of the minds there is no contract! |
| Reststatement 12, Capacity to Consent | you have capacity to contract unless you are under guardianship, an infant, mentally ill, or intoxicated |
| Owen v. Tunison | Saying I can't sell for less than 16k was an invitation to offer, not an offer in itself |
| Fairmount Glass v. Crunden-Martin, | Listing out a price and quantity of glass jars “for immediate acceptance” was a legally binding offer for goods |
| Lefkowitz v. Great Minneapolis Surplus Store | First come, first served was an offer, and house rules that it was for women only could not change that |
| UCC 1-303, UCC 2-204, UCC 2-305 (Offers) | 2-305 is about the fact you can have an open price and quantity term in the UCC (ADD) |
| Restatement §§ 24, 26, 33, 34 (Offers) | Unlike UCC, In restatement the terms have to be reasonably certain to find assent... (ADD) Conduct can be evidence and terms that give choice are not probative of uncertainty |
| Dickinson v. Dodds | Guy is able to revoke his offer to sell horse bc there was no consideration to keep his offer open |
| Akers v. J.B. Sedberry | Oral offers usually expire at the end of a conversation |
| Wucherpfennig v. Dooley | In the restatement, the mirror image rule means an acceptance cannot add terms, if it does its just a counter offer |
| International Filter v. Conroe | Offeror controls the terms of acceptance |
| White v. Corlies & Tift | Mere preparation does not constitute acceptance of an offer |
| Ever-Tite Roofing v. Green (Notification of Acceptance in Unilateral Contracts) | loading trucks and driving to work site was acceptance because the contract gave the option to accept by beginning performance, offers cannot be revoked once performance begins |
| Drennan v. Star Paving Co.: | Subcontractor bid is irrevocable once a contractor detrimentally relies on it |
| Dorton v. Collins & Aikman (Battle of the Forms, UCC 2-207) | UNDER UCC, additional terms in an acceptance are fine, the terms are added to the contract unless they materially alter the contract, if they do, then they are not included |
| Bayway Refining v. Oxygenated Marketing & Trading (Battle of the forms, UCC 2-207) | A tax clause in an acceptance is not a material term bc it was common practice of the commodities industry, there was no undue surprise and/or hardship for the offeror |
| Northrop Corp v. Litronic Industries (KNOCKOUT RULE) | Offer had a 90 day warranty, the acceptance had an unlimited warranty, these terms conflict, so they knock each other out and the UCC controls and a "reasonable" warranty time was applied |
| Specht v. Netscape: (Assent Online) | Websites have to display their terms clearly, no hiding your arbitration clause |
| Hill v. Gateway: (opposite of Klocek) | A consumer’s choice to retain goods after receiving them and the terms in shrinkwrap is an acceptance |
| Klocek v. Gateway (Opposite of Hill) | Rejects the notion that consumers can be held to terms sent with product if they retain them, |
| Mitchell v. Lath | icehouse parol evidence is left out, we won't read additional terms that are inconsistent with a contract |
| Parol evidence | Additional terms not included in contract, we look to see if contract is fully integrated (if so we do not allow parol ev) Also if parol ev contradicts terms of contract we discount it... |
| Masterson v. Sine | Court moves away from four corners rule, lets apparently integrated contract be found to notn actually be integrated |
| Pacific Gas & Electric Co. v. Thomas Drayage & Rigging: (Extrinsic evidence) | California decides it is comfortable with extrinsic evidence for contract interpretation when the evidence can make a new reading plausible, even when contract appears plain on its face |
| WWW Associates, Inc. v. Giancontieri (Extrinsic Evidence, NY rule) | NY rule, plain meaning forecloses extrinsic evidence, we are not going to allow extrinsic evidence to create an ambiguity |
| The four corners rule... | a contract interpretation principle stating that a document's meaning must be determined solely from its written text ("within its four corners"). If a contract is clear and unambiguous, courts will not consider extrinsic, or outside, evidence |
| Watkins & Sons v. Carrig: (Pre-existing duty exception and mutual abandonment) | Celler bedrock case, pre-existing duty exception for when parties mutually agree to abandon the old contract |
| Alaska Packers v. Domenico; (Pre Existing Duty rule) | Fishermen under contract refuse to work and sign a new contract. Court invalidates their renegotiation because their pre-existing legal duty under the original contract meant there was no new consideration for their next contract. |
| South Carolina Electric Gas Co. v. Combustion Engineering, Inc.: | Implied Warranties can be dismissed through contract, you always have tort as a backup for negligence? |
| Nanakuli Paving & Rock Co. v. Shell Oil: (UCC 1-303) | Course of performance, course of dealing, and usage of trade evidence case, paving co gets to bring in extrinsic evidence for what is fair for their contract |
| South Carolina Electric Gas Co. v. Combustion Engineering, Inc.: | Warranties can be dismissed, you always have tort as a backup? You must explicitly state you are waiving an implied warranty of merchantability |
| Alaska Packers v. Domenico (Pre-existing duty rule) | Fishermen under contract refuse to work and sign a new contract. Court invalidates their renegotiation because their pre-existing legal duty under the original contract meant there was no new consideration for their next contract |
| Watkins & Sons v. Carrig (Pre-existing duty rule exception) | Celler bedrock case, pre-existing duty exception for when parties mutually agree to abandon the old contract |
| Austin Instrument v. Loral Corporation: (Duress) | Economic duress case, Austin Instrument knows Loral needs Navy components and they jack up their prices to squeeze them, also demand to be put on second contract, its an econ duress example |
| Martinez-Gonzalez v. Elkhorn Packing: | Unconscionability and duress denied here, shows how tough arg usually is. Cali standard is the improper threat must be but for cause of assent and the threat must make a mockery of freedom of contract |
| Pre-Existing Duty Rule: | - Restatement 73: Fulfilling an existing legal obligation does not count as consideration. Performance of a legal duty owed to a promisor is not consideration; but a similar performance is consideration if it differs based on a new real bargain (Carrig) |
| Ways around the pre-existing duty rule: | 1) Mutual rescission & new bargain 2) Additional consideration - 3) The legal duty is doubtful or subject to honest dispute 4) Modification in light of unanticipated circumstances - 5) Accord and Satisfaction |
| Duress (Rest 175) | Duress 1. By improper threat 2. By promisee… 3. Depriving promisor of reasonable alternatives 4. Causing promisor to manifest assent |
| Improper threat | An improper threat occurs when the promisee deprives the promisor of reasonable alternatives and causing the promisor to manifest assent. |
| Batsakis v. Demostis (No Duress Ex) | Smuggler takes advantage of ww2 to charge a ton for a person to flee from greece, since they didn't cause WW2 it's not duress |
| Duress by third party (Rest 175 cont) | Counts as duress that voids promise if receiver of promise (promissee) had reason to know about third party threat or have not yet performed... If promisee doesn't have reason to know and acts in good faith there's no duress |
| UCC 2-209 | Sometimes courts will recognize parties demanding changes in responses to market shifts not as duress |
| Misrepresentation | Misrepresentation: Restatement §159 & §164 (a statement known or believed to be not in accord with the facts; There is misrepresentation if the maker knows it would be likely to induce the other party to rely |
| b. Undue influence | i. 1.) Undue susceptibility in the vulnerable person; ii. 2.) Excessive pressure by the dominating person |
| Swinton v. Whitinsville Sav. Bank | Termites case, home seller had no obligation to disclose the termites are there, demonstrates caveat emptor |
| Kannavos v. Annino: | Seller advertises property as rental complex but local law made rental illegal, this was misrepresentation bc seller advertised the property as rental income (affirmative act) and the seller had the opportunity to discover that their assertion was false |
| Williams v. Walker-Thomas Furniture (unconscionability success) | Furniture store chained loan system will keep customers in debt forever, court steps in and says its unconscionable, very rarely successful... |
| Getting out of contract when you think seller misled you | 1 Breach of Implied Warranty: when you really want performance, you just want it to be appropriate 2 Misrepresentation: when you want to back out of the deal 3 Fraud: where you want to be able to claim punitive damages too |
| Unconscionability principles | a contract can be unconscionable when it gives you no meaningful choice (Procedural) or when the terms are so extreme as to be unreasonable (Substantive), SUPER RARELY SUCCEEDS |
| Stoll v. Xiong (more unconscionability and Rest 208) | Chicken feed clause that by itself would entitle seller to 2x value of land was so gross as to shock the conscience. Courts retain option to refuse to enforce whole contract or just part of it. |
| Northwest Inc. v. Ginsburg (Good faith) | duty of good faith can come from statute or be within contract, ex. fed law says you have to give a certain type of employee 3 weeks notice on termination, contract to paint house implied good faith the paint will be legit paint and not horrid quality |
| Hassler v Circle C (Homecare noncompete and rest 178) | A term can be unenforceable on grounds of pub pol, like abusive non-copmpete agreements |
| Restatement §§ 224-227 | We prefer to read things as promises and not conditions (we presume we do not excuse the other side from performance), but if the condition is fully in the obligee's control and that risk has been assumed, then performance may be excused on the other side |
| Obligee | Person to whom a duty is owed |
| Obligor | the person who will perform the duty |
| Express Conditions | Clearly stated condition for performance to occur "on condition that" "only if" etc... Courts might be reluctant to find an express condition where there is massive forefiture! |
| Aleatory conditions | Unrelated to your obligations, conditions that might happen or not but parties don’t owe it to one another to make it happen... Ex. will mow your lawn on Saturday if you decide to go out for drinks on Friday |
| Condition precedent | Obligation does not exist until condition occurs |
| Conditions subsequent | An obligation exists until or unless condition occurs |
| Should non-occurrence be excused? | a. Waiver b. Estoppel c. Prevention/Hinderance i. If you rent out all the lawnmowers so I can’t get any to rent, we will excuse d. Disproportionate Forfeiture e. Impractability |
| Luttinger v Rosen (Express conditions) | Express mortgage rate condition not met, contract became unenforceable bc financing was not secured, sellers couldn't make up difference for buyers |
| Kingston v. Preston (constructive conditions) | Restatement 231/232: says that we assume most promises are conditions for one another, the one part of performance is a condition for the other part |
| Hicks v. Bush ( | No parol evidence ban when condition is about the entire existence of the agreement |
| CONDITION RULE SUMMARIZED | Restatement 226: Event may be made a condition either by the agreement of the parties or by a term supplied by the court. Express conditions (words or implied in fact)All or nothing Constructive Conditions (supplied by the court): Based onMateriality |
| Effect of non-occurrence of a condition | 1. Discharge 2. Suspension (if it has not yet occurred) |
| Conditions + Parol Evidence | Parol evidence of conditions on the operation of an entire agreement is permitted under parol evidence rule |
| Internacio-Rotterdam v River Brand Rice Mills | Not giving shipping instructions was a failure to meet a constructive condition that was material to a sale so the contract could be rescinded |
| Peacock Construction v. Modern Air Conditioning | Court does not place conditional burden of owner paying for a general contractor's work on to their subcontractors... |
| Jacob & Youngs v. Kent (WRONG PIPE BRAND CASE) | Builder accidentally uses wrong pipe in home construction, buyer refuses to pay out last payments for work bc its a violation of a constructive condition, court says duty to pay is not discharged when departure is not material... |
| “perfect tender rule” under UCC § 2-601, | Buyer can reject the goods if they fail in ANY RESPECT to conform to the contract. |
| Perfect tender rule in installment contracts, UCC 2-612 | If the defect is apparent, buyer has to give opportunity for cure unless seller had given assurance that product conformed. The defect must substantially impair value of whole contract to reject |
| Gill v. Johnstown Lumber (Severability) | Case on severability R2C 240. Two Part Test: ● 1. Can performances be apportioned in corresponding pairs? ● 2. Are the corresponding parts “properly regarded as agreed equivalents.” |
| Severability | Good for insuring entire performance does not get excused, Are there corresponding performance pairs, are they agreed equivalents? Yes we can sever... |
| McKenna v. Vernon (Waiver) | Repeated waiver can mean estoppel of future condition's enforcement if someone relies on the waiver continuing... |
| Substantial performance (Rest) v Perfect tender UCC | know the general difference, UCC is v strict w/ installment exception, RESTATEMENT is all abt substantial performance (if error is non-material, we do not excuse performance) |
| Iron Trade Products v. Wilkoff | Just because wilkoff's purchasing of iron made Iron Trade Products purchase of iron more expensive did not mean Wilkoff was preventing ITP from fulfilling their conditions |
| Prevention, Rest 245 and Ide v. British Airways | If you stop the other party from meeting a condition (in this case reaching a person at a call center BA was running, their non-performance of the condition can be excused) |
| Taylor v. Caldwell (rest 262 and rest 263) | When a person or thing is the basis of a contract, their destruction or death will void the contract (Frustration of purpose doctrine) |
| Restatement 377 (Discharged performance remedy) | A party whose performance does not arise or is discharged as a result of [...] non-occurence of a condition [...] is entitled to restitution for any benefit that he has conferred on the other party by way of part performance or reliance |
| Walker & Co. v. Harrison (Rest 250 and repudiation) | Tomato on billboard guy paid for, he wants to repudiate bc he thinks keeping billboard clean is an uncured material condition, repudiates (says he won't perform his duties bc of this) loses in court and owes money because tomato is not material breach |
| K&G Construction v. Harris (Wrongful Repudiation) | Stopping work and refusing to continue is an uncured material breach, shows risk of repudiating w/out certainty you are in the right! Also shows a party can elect to treat a total breach as partial |
| When we have conditions, the thing that takes time should come first, things can be due simultaneously, can also look to precedent language | (For the purpose of figuring out when someone's performance is due) |
| Hochester v. De La Tour (Anticipatory Repudiation) | When a party repudiates in advance and the repudiation is final, the party against whom they have breached can sue for damages immediately, they do not have to wait until performance was due... |
| Restatement 256 and 253 | REST 256 says you can nullify your repudiation if counter party has not materially changed their position based on it or told the repudiator they consider it final |
| Kanavos v. Hancock Bank and Trust Co. | Non repudiator should show they would have been able to perform to claim breach damages? |
| Rest 251 | Repudiator can suspend performance if counter party fails to give assurance, also failure to assure in itself can be repudiation |
| By-Lo Oil Co. v. ParTech, Inc UCC 2-609 | Software co gave adequate assurance it was working on y2k software so buyer lost |
| Stees v. Leonard | Even though quicksand made building hard to build, a contractor was still on the hook to get it done, if its possible and you have absolute responsibility, get it done (In contrast we see force majeure clauses added today to give an out) |
| Krell v. Henry (frustration of purpose) Rest 265 | Frustration of purpose case, contract was to see coronation by renting flat, coronation date changed, now what? remaining performance is discharged, BASIC ASSUMPTION MUST BE MUTUAL |
| Impossibility Rest 261 | A thing is impossible in legal contemplation when it is not practicable; and a thing is impracticable when it can only be done at an excessive and unreasonable cost |
| TLDR on Impossibility frust of purpose and impracticability | Both parties have to be aware of basic assumptions, is invoked when risks are not explicitly allocated in the contract! |
| Czarnikow v. Federal Sugar Refining Co. (2 cases) UCC 2-714 (says damages from ordinary course of events) | Sellers are not liable for consequential damages where they do not know specifics about buyers deals, buyer should have been able to buy sugar elsewhere to avoid loss |
| Vitex Manufacturing Corp. v. Carbitex Corp. | overhead will not be subtracted in an expectation damages formula because they were fixed whether contract happened or not (as opposed to variable expense that was avoided by non-performance) |
| Expectation damages formula Rest 347 w/ Rest 351 note in () | Loss in value, incidental or consequential losses (that are reasonably foreseeable by party in breach), minus costs and losses avoided by not having to perform |
| Mitigation Restatement 350 | If injured party could have avoided losses w/out risk or humiliation, party in breach does not have to pay for those losses |
| Certainty in damages Rest 352 | Parties are not entitled to be compensated for damages that are not reasonably certain |
| Causation and damages | Don't forget that you can have but for disputes surrounding damages |
| UCC vs Common Law Damages | UCC has this Contract Market differential formula and Net proceeds formula |
| Contract Market differential formula | contract price minus sales price on market, (also incidental cost minus amounts saved by not having to perform) |
| Net proceeds formula | profit including reasonable overhead seller would have made if sale went through |
| Other Seller Remedies | Resell and cover the difference (minus incidental costs), Action for price (like specifc performance for the contract value), Stop delivery in transit |
| Other Buyer Remedies | Specifc performance/replevin (court forces you to sell me the thing), Warranty value, Cover (go out and buy on market), Claim damages... |
| OTHER WAY TO THINK about UCC v RESTATEMENT | you're just doing the expectation formula, where youn were trying to get vs where you are now |
| Loredo Hides v. H&H Meat Products: | Cover price does not have to be the best possible price in hindsight, just has to be reasonable, not going to go out of our way to save breachers money |
| Groves v. John Wunder Co. (performance vs compensation interest) | is expecation value measured by monetary difference between expected value and current value, or is based on amount of money required to achieve the expectation? Outcome, unless egregious waste, value is the money required to get the thing to expectation |
| Compensation vs performance interest | performance= money required to get the specifc state of world you wanted, compensation= increase in monetary value from before to after contract you were hoping for... |
| Peevyhouse v. Garland Coal & Mining Co. (performance interest exception | Exception: Where the contractual obligation is incidental to the main purpose of the contract and the cost of performance is grossly disproportionate to the economic benefit obtained, damages are limited to the diminution in value (economically wasteful |
| When compensation (exception) vs performance (std) interest | Can recover cost of performance unless…. ● Not the principal purpose of the contract, and cost is disproportionate to the loss of value to the plaintiff, and (perhaps) the breach was wilful/in bad faith. |
| Parker v. Twentieth Century Fox (mitigation and substitution) | Movie contract switcharoo, mitigation does not get studio off hook bc replacement role is inferior |
| Mitigation ethic | not a duty, but rather influences measure of damages, focus is on the reasonableness of the plaintiff's conduct, defendants struggle to nitpick when plaintiff can give good reasons mitigation was unsatisfactory |
| Hadley v. Baxendale (Foreseeable damages, Restatement 351) | Extraordinary results of breach do not count for recovery (basically, only prox caused damages count, ordinary course plus special damages that breacher has reason to know about) |
| Kenford v. County of Erie | Missing out on an investment bc of non occurence shouldn't count for your expectation damages, they are too speculative, if Kenford wants them to pay that should have been explicitly within their contract |
| Foreseeable vs unforeseeable examples, uncertainty and not allocated risk are two things that will help courts call them unforeseeable | Foreseeable: profits from a directory listing, labor costs of wrapping boxes, 253 dead pigs Unforseeable: property damage from fire and in Federal Sugar , downstream litigation expenses and liability |
| Specific Performance | requirements: 1. Legal injury 2. Irreparable (the usual remedies no suffice) 3. Balance of hardships overly burdensome to the defendant considering what the plaintiff stands to gain?) 4. Public policy (against the public interest ?) |
| Campbell Soup Co. v. Wentz | Uncertain how to value carrots, maybe spef perf applies? |
| Van Wagner v. S&M Enterprises | Billboard cancellation, plaintiff wants specifc performance to keep billboard bc its unique, court thinks that the value can be estimated well so they keep damages as the remedy |
| Walgreen v. Sara Creek (Pro/Con list for specific performance vs damages) | Usually Posner likes damages bc efficient breach good and spec perf imposes costs on courts, but damages here too uncertain and injuction should allow for bargaining and settlement |
| Lake River Corp. v. Carborundum Co. (liquidated damages clause) | Liquidated Damages clause that would always ensure more benefit to non-breaching party than if the contract were fully performed is a penalty and penalties are disfavored/not allowed in ILLINOIS. Posner points out punitive damages could have benefits |
| Rest 359 | Presumption against specific performance, spec perf can be inovked even when a part of a contract could use damages |
| Biotronik A.G. v. Conor Medsystems Ireland | You can't define in contract what counts as special/consequential damages, but you can agree to not be liable for them... |
| Rest 356 and UCC 2-719 | Rest 356 Liquidated damages defintiion, if pub pol calls for it courts will throw them out. UCC 2-719: allows for damages modifications |
| Alternative Obligations | I'll give you x or I'll give you $$$, this is a bit diff from a liquidated damages clause bc its not coming after breach but is instead a promise you're making, pub pol may influence whether its recognized |
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