Pa Contract distinctions

• Pa courts recognize non-compete clauses. In addtion to looking at the reasonableness of the geographic scope and the duration, they also analyze whether:
• 1) the clause is more restrictive than is necessary to protect a legitimate to protect a legitimate business interest

2) the hardship is on the employee outweights the employer's need

3) there is any likely injury tot he public if the non-compete clause is enforced

Pa follows the blue pencil rule

*Under the blue pencil rule, most jurisdictions remove the offending portion of the K while enforcing the remainder

Under Pa law, an extenstion of time in a K that is not for a specific, stated period of time is deemed to be for a R time

• Pa follows the minority rule
• * Under the minority rule, would-be acceptance constitutes conditional acceptance only if it clearly communicates that the offeror is unwilling to do business w/ the offeree unless and until the offeror agrees to the offeree's terms

*ucc 2-207 non-conforming acceptance that contain varian terms operates as legally effective acceptance

Pa recognizes the concept of promissory estoppel and uses that term interchangebly w/ equitable estoppel

Whether the promisee is doing something he had a legal right not to do or forgoing some activity in hich he had a legal right to engage

Pa will find a promise w/out consideration binding and enforcebale if the promise is in an express written statement, signed by the party charged, and the signer intended it to be legally binding

*Pa takes the position that a promise made under seal is enforceable w/out adequate consideration (does not apply to a K for the sale of goods)

Pa provideas for an irrevocable option if all terms are spelled out and the offer is open for a specific period of time

• Pa recognizes economic duress as potentially rendering a K voidable, factors to consider:
• 1) circumstances/pressure compelled injured party to execute the agreement against their will

2) the injured party has a legal remedy available w/out voiding the K

Pa doesnt require protest (no need to tell dude gtfo)

• In Pa S/F covers:
• 1) sale of goods >$500
• 2)sales of other personal property w/ a value .$5gs
• 3)leases for terms in excess of three years
• 4)transfers of real property

*In addition, Ks to make a will or to die intestate must be in writing

• An interest in land in Pa includes:
• -coal, surface rights or rights of support
• -mortgages
• -easements
• -k for sale of land by auction
• -lease for a term of more than 3 years

Pa does not follow the majority rule requiring a k not performable in a year to be in writing.

*An oral k not performable w/in a year is still enforceable in Pa.

• Pa allows for clauses that waive the right to bring suit, 3 necessary conditions:
• 1) must no contravene public policy

2) the k in question must relate only to the private affairs or those entering into the k

3) the k must not be one of adhesion

• In interpreting the clauses, Pa courts apply 4 standards:
• 1) the language must be construed strictly against the person seeking its protection

2) the intentions of the parties must be stated w/ specificity

3) where there is ambiguity in the language, it must be construed against the party seeking to avoid liability

4)the burden of establishing th eimmunit is on the person seeking immunity

Under Pa law, a donee beneficiary's k rights vest immediately. The k can only be modified if the right to modify has been expressly preserved

Pa requires the following for novation:

1)displacement and extinction of a valid k

2) substitution of a valid new k either between the same parties or by the introduction of a new creditor or debtor

3) sufficient legal consideration for the new k

4) consent of the parties

Under Pa law when it's a necessary condition to carry out the intentions of the parties or an obligation intended by the parties the court can imply that provision and enfoce it notwithstanding the fact that it was not specifically set forh in the writing

Under Pa law, consequential damages can be awarded if the k was for special purpose or under unusual circumstances that were affected by the parties when they contracted

*Generally recovery for emotional distress not allowed (sometimes under certain circumstances tho)