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Intent to be bound
objective theory- what a reasonable person would mean- the more open ended- the more vague the agreement is and the less likely intent was there
Intent to be bound cases
- Van Zee
Not all Intents are Enforced Cases
- IN re Hicks
Enforcement via Seal
- Thomason v. Bescher
- Hopkins v. Griffin
Enforcement v. Bargain Cases
- Nat Nal
- Wood v. Lucy
Enforcement by Estoppel Cases
- The promisor should have reasonably believed his statement would induce a response by the promisee;
- The promisor's statements did result in a response or action by the promisee;
- Injustice is avoided only through the enforcement of the promise.
- Communication capable of acceptance so that a contract can be formed
- Definite in terms and shows a wish on part of person making it to be bound to do something in the future
- Indicates a wish to be bound to a particular person and to do or not do something for that person or for someone else
How are offers terminated
- Offeree rejects it
- Expiration dates, either explicit or by a "reasonable" standard
- Offeror does something inconsistent with offer (like sell offered land to someone else)
- You can't sue me for breach of contract if you knew I sold land to someone else even after offering it to you
- Offeror's death and sometimes insanity
- Collins v. Thompson
- Panhandle Eastern Pipeline v. Smith
- Pine River State Bank v. Mettille
- Simmons v. United States
- Berjian v. Ohio Bell Telephone Company
- Anderson Chevrolet v. Higgins
- - Common law rule was that ANY input as to an offer constituted a rejection; if it wasn't essentially "YES" it was a rejection
- - U.C.C. changed this with § 2-207 with regard to goods
- In re Pago
- 1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
- (2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
- (a) the offer expressly limits acceptance to the terms of the offer; or
- (b) they materially alter it; or
- (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
- (3) Conduct by both parties which recognizes the existence of a contract sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act.
UCC 2207 Cases
- Steiner v. Mobile Corp
- hill v. Gateway
- manhattan Construction v. Rotek
Interpreting the Contract
- Construction = also called implication in law; goes BEYOND available facts to find not just what they did mean, but what they SHOULD HAVE MEANT; court builds on what it knows of the transaction to provide a meaning that simulates what parties probably would have agreed to, had they focused on the issue; fills in gaps; is a LEGAL process
- Interpretation = ascertainment of the meaning of a promise or agreement; is evaluation of facts (what parties said and did); is a FACTUAL process
- Construction and interpretation depend on each other--you can't have one w/o the other
- U.C.C. Art. 2 is example of construction--when it fills in terms, like reasonable prices, warranties, etc.
- Feld v. Henry
- Joseph Martin Jr. v. Schumacher
- Seeks to bar admission of any writings or oral terms which the parties allegedly agreed to if these terms came before a signed writing embodying terms of contract, and if they contradict written terms
- Theory is that if parties intend writing to reflect their agreement then the things leading up to it is only negotiation; if they intended it to be in, it would've been including in the writing
2 approaches to parol evidence
- Williston vs. Corbin--two approaches
- Sometimes oral statements that precede K can be introduced not to contradict writing, but to explain it, and to determine just how much the actual K intended to include: everything, some, none of the terms? How is this determined? Two approaches to determine whether or not writing was intended to be partial or complete embodiment:
- Williston: look to written agreement itself (“four corners”) to determine whether they intended agreement to constitute a formal embodiment of their agreement or if it was merely a notation of ideas, record of negotiations, etc. Judge looks at agreement and determines if there was intent and if there was whether it's exclusive or not, and then determines whether additional terms could be added that wouldn't contradict, that would be acceptable, etc.
- Corbin: look outside the writing to the circumstances, up to and at the same time of the agreement, to determine whether or not writing was intended to be partial or complete embodiment. Lets in evidence that gets to the intent of the parties other than writing, while Williston is strict on looking at writing itself only.