Law School Case Briefs: August 2016

DATA MANAGEMENT, INC. V. GREENE 757 P.2d 62 (1988) CASE BRIEF

DATA MANAGEMENT, INC. V. GREENE

757 P.2d 62 (1988)

NATURE OF THE CASE: This was a dispute over a covenant not to compete. Data (P) sought review of an order granting summary judgment in favor of Greene (D) in P's suit for violation of a covenant not to compete.

FACTS: Data (P) employed Greene (D) and Van Camp (D). The parties signed a covenant not to compete for five years after termination of employment. Shortly after termination of employment P sued D for violation of the agreement. A preliminary injunction was granted but the court granted summary judgment to D as the court found the anti-compete covenant was not severable and was wholly unenforceable. The contract prohibited competition in the entire State of Alaska. P appealed.

ISSUE:

RULE OF LAW:

HOLDING AND DECISION:

LEGAL ANALYSIS:

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HOMAMI V. IRANZADI 260 Cal.Rptr. 6 (1989) CASE BRIEF

HOMAMI V. IRANZADI

260 Cal.Rptr. 6 (1989)

NATURE OF THE CASE: This was a dispute over the amount due on a promissory note. Iranzadi (D) challenged a judgment for Homami (P) in an action to collect on a promissory note because the parties' oral agreement to secretly pay interest to circumvent the payment of taxes was illegal.

FACTS: Homami (P) loaned $250,000 to Iranzadi (D) under a note that contained no interest in order for D to purchase two properties in the U.S. The loan was evidenced by two identical promissory notes in the amount of $125,000 each due in two years. P and D were brothers-in-law. Secretly the notes had 12 percent interest. The idea was to avoid payment of taxes on the interest. P had power of attorney for D and P drew $2,500 monthly interest on the notes from Iranzadi's accounts more or less on a monthly basis for approximately a year. For the first few months P signed the checks. The last six checks were signed by Iranzadi's son. The total amount paid to Homami from Iranzadi, including the initial payment of $2,104.68, was $39,324.68. They modified the written terms in March 1985 and two more $2,500 payments were made but none thereafter. The interest was verbally agreed to be 12 percent per year. On August 14, 1985, P filed notices of default on the ground that Iranzadi had failed to pay the monthly installment of interest due July 22, 1985. Foreclosures were commenced on both properties. D found a buyer for one of the properties and escrow closed at the end of January, 1986. P was paid through that escrow the full principal balance of $125,000 on the one note, plus interest at 18 percent from June 22, 1985, as per the modification agreement, and foreclosure fees; however, D expressly reserved the right to claim a credit for approximately $40,000, plus fees and costs, against the second note. The second property sold in June 1986. P claimed the full $125,000 plus interest on that amount from June 22, 1985, and foreclosure fees. D claimed he had paid $39,324.68 on the principal balance between March 1984 and June 1985, claimed a credit in that amount. The sum of $43,500 was held out of the proceeds and delivered to Albert Ham, a stakeholder, pending resolution of the dispute. P sued claiming that the money paid represented interest only and that the no interest provision was for purposes of not reporting the interest income for state and federal tax purposes. The trial court granted judgment for P and D appealed.

ISSUE:

SINNAR V. LEROY 270 P.2d 800 (1954) CASE BRIEF

SINNAR V. LEROY

270 P.2d 800 (1954)

NATURE OF THE CASE: This was a suit for the return of money. LeRoy (D) challenged a decision, which entered judgment in favor of Sinnar (P), grocery store owner, in P's breach of contract action.

FACTS: P owned a grocery store and made prior applications for a license to sell beer. The license was denied. P talked to his neighbor, D, who indicated that he could get the license for $450. P was told by D that if he did not get a license, the $450 would be refunded. P did not get the license and sued D for the return of the $450. The only way to get a license was by state approval or by transfer of an existing license through the state but that no such transfer would be valid if it would result in a change of licensee and a change of location. D did not raise illegality as a defense. Judgment was given P and D appealed.

ISSUE:

ZAPATHA V DIARY MART, INC. 381 Mass. 284, 408 N.E.2d 1370 (1980) CASE BRIEF

ZAPATHA V DIARY MART, INC.

381 Mass. 284, 408 N.E.2d 1370 (1980)

NATURE OF THE CASE: This was a dispute over a franchise agreement. Dairy Mart (D) appealed from a decision in favor of Zapatha (P) holding that holding that D did not act in good faith, that the termination provision in P's franchise agreement with D was unconscionable, and that D's termination of the agreement without cause was an unfair and deceptive act.

FACTS: P is a high school graduate who had attended college for one year and had also taken college evening courses in business administration and business law. P was employed by a company engaged in the business of electroplating. He rose through the ranks to foreman and then to the position of operations manager, at one time being in charge of all metal finishing in the plant with 150 people working under him. In May, 1973, he was discharged. P met with D and signed an application to be considered for a franchise. When signing the agreement D told P to take the agreement to a lawyer but stated that the terms were nonnegotiable. The termination provision allowed either party, after twelve months, to terminate the agreement without cause on ninety days' written notice. In the event of termination initiated by it without cause, Dairy Mart agreed to repurchase the saleable merchandise inventory at retail prices, less 20%. In 1974, another store became available and P elected to surrender the Agawam store. They executed a new franchise agreement, on an identical printed form, relating to the new location. Things proceeded quite well for the next few years until, D presented P with a new franchise agreement. P refused to sign the new form and D terminated the relationship as per the original franchise agreement. P sued stating that the clause for termination without cause was unconscionable and that D's conduct was unfair and deceptive. The trial court found the termination provision unconscionable and that the UCC provisions applied to the contract. D appealed.

ISSUE:

FLEET V. UNITED STATES CONSUMER COUNCIL, INC. 95 B.R. 319 (1989) CASE BRIEF

FLEET V. UNITED STATES CONSUMER COUNCIL, INC.

95 B.R. 319 (1989)

NATURE OF THE CASE: This was a dispute over a fee charged for services as being unconscionable.

FACTS: Fleet (P) contends that the fee charged by USCC was unconscionable for the services provided. It was a $190-260 fee to refer financially troubled consumers to an attorney. USCC (D) advertised itself as a financial counseling service that could consolidate or erase debts and arrange for home mortgages. People in trouble contacted D and paid a fee. P paid such a fee. D merely referred P to an attorney. P brought this class action.

ISSUE:

WILLIAMS v. WALKER-THOMAS FURNITURE CO. 198 A.2d 914 (1964) CASE BRIEF

WILLIAMS V. WALKER-THOMAS FURNITURE CO.

198 A.2d 914 (1964)

NATURE OF THE CASE: This was a replevin action for breach of contract. Williams (D) appealed from a judgment, which held in favor of Walker (P), retail store, and found that the contracts between P and D for purchases of household articles were valid.

FACTS: Williams (D) purchased household items from Walker-Thomas (P) on an installment payment plan. Under the contract, P would keep the title to the goods until all monthly payments were made. In the event of a default, P would repossess the item. The contract also provided that any installment payments would be credited proportionately to all outstanding accounts. The effect of the latter clause was to keep a balance due on every item purchased until the balance due on all items was paid in full. There were fourteen contracts in all. P sold D her last purchase, a $514 stereo, with full knowledge that D had to support herself and seven children on a government stipend of $218 a month. When P made her last purchase, she only owed $164 on a balance of $1,400. D defaulted on the payments and P filed an action for replevin of all the goods sold to her. The trial court granted a judgment for P. D appealed.

ISSUE:

MACHINERY HAULING, INC. V. STEEL OF WEST VIRGINIA 384 S.E.2d 139 (1989) CASE BRIEF

MACHINERY HAULING, INC. V. STEEL OF WEST VIRGINIA

384 S.E.2d 139 (1989)

NATURE OF THE CASE: This was a contract dispute. (P) brought an action against Steel (D) seeking money damages for the Dr's extortionate demands. The Court certified questions concerning the effect of threats made by one party for the purpose of inducing contract concessions from the other.

FACTS: Machinery (P) was engaged in the hauling of freight. Steel (D) engaged P's services to transport 17 loads of steel to Shelby Steel in Kentucky. When delivery was nearly completed Shelby informed D that the product was not of merchantable quality and that it was rejected. P was instructed to return the product to D. Shortly thereafter an agent of D told P to pay D the sum of $31,000 the price of the undelivered goods or else D would never do business with P again. P sued D for an attempt to extort money from P. The court concluded that D's threats were not actionable. P appealed.

ISSUE:

AUSTIN INSTRUMENT, INC. v. LORAL CORP. 29 N.Y. 2d 124, 272 N.E. 2d 533 (1971) CASE BRIEF

AUSTIN INSTRUMENT, INC. V. LORAL CORP.

29 N.Y. 2d 124, 272 N.E. 2d 533 (1971)

NATURE OF THE CASE: This was an appeal from a finding which found for Austin (P) in Loral's (D) claim for economic duress.

FACTS: D was awarded a $6,000,000 contract by the Navy for the production of radar sets. The contract contained a schedule of deliveries, a liquidated damages clause applying to late deliveries and a cancellation clause in case of default by D. D solicited bids awarded Pa subcontract to supply 23 parts. That party commenced delivery in early 1966. In May, 1966, D was awarded a second contract for the production of more radar sets and again went about soliciting bids. P bid on all 40 parts but P told D that it would refuse any awards unless it got all 40 instead of just the parts on which it was the lower bidder. The very next day P told D that it would cease deliveries of the parts due under the existing subcontract unless D consented to substantial increases in the prices provided for by that agreement -- both retroactively for parts already delivered and prospectively on those not yet shipped -- and placed with P the order for all 40 parts needed under D's second contract. P did stop delivery. D was in a panic and solicited 10 manufacturers of precision gears. It found none who could deliver on time. D caved into P's demands. After P's last delivery under the second subcontract D notified it of its intention to seek recovery of the price increases. P sued D to recover an amount in excess of $17,750 which was still due on the second subcontract. D then sued P claiming damages of some $22,250 -- the aggregate of the price increases under the first subcontract -- on the ground of economic duress. P was awarded the sum it requested and D's complaint against Austin was dismissed on the ground that it was not shown that 'it could not have obtained the items in question from other sources in time to meet its commitment to the Navy under the first contract.' The Appellate Division affirmed. There was no dispute over the facts but a severe conflict in the application of the law to the facts.

ISSUE:

HILL V. JONES 725 P.2d 1115 (1986) CASE BRIEF

HILL V. JONES

725 P.2d 1115 (1986)

NATURE OF THE CASE: In a suit to rescind a residence purchase agreement for misrepresentation and failure to disclose, the Superior Court dismissed Hill's (P) misrepresentation claim based upon a contract integration clause, granted summary judgment for Jones (D), sellers, on the concealment claim, and awarded D attorney's fees. P appealed. D cross-appealed the attorney's fees ruling.

FACTS: P entered into an agreement to purchase D's residence for $72,000. P had made several visits to the home prior to the contract. The agreement provided for a termite inspection report stating that the property was free from evidence of termite infestation. On a subsequent visit to the house, and when Ds were present, Ps noticed a small 'ripple' in the wood floor on the step leading up to the dining room from the sunken living room. P asked if the ripple could be termite damage. D answered that it was water damage. A few years previously, a broken water heater in the house had in fact caused water damage in the area of the dining room and steps which necessitated that some repairs be made to the floor. P, through his job as maintenance supervisor at a school district, had seen similar 'ripples' in wood which had turned out to be termite damage. P was not totally satisfied but he felt that the termite inspection report would reveal whether the ripple was due to termites or some other cause. The termite inspection report stated that there was no visible evidence of infestation. The report failed to note the existence of physical damage or evidence of previous treatment. The realtor notified the parties that the property had passed the termite inspection. Neither party actually saw the report prior to close of escrow. After moving in Ps found a pamphlet left in one of the drawers entitled 'Termites, the Silent Saboteurs.' They learned from a neighbor that the house had some termite infestation in the past. P also noticed that the wood on the steps leading down to the sunken living room was crumbling. She called an exterminator who confirmed the existence of termite damage to the floor and steps and to wood columns in the house. The estimated cost of repairing the wood floor alone was approximately $5,000. P sued D for rescission. When Ds purchased the residence in 1974, they received two termite guarantees that had been given to the previous owner as well as a diagram showing termite treatment at the residence that had taken place in 1963. The guarantees provided for semi-annual inspections and annual termite booster treatments. The accompanying diagram stated that the existing damage had not been repaired. A second guarantee, dated 1965, reinstated the earlier contract for inspection and treatment. D admitted that he read the guarantees when he received them. D renewed the guarantees when they purchased the residence in 1974. They also paid the annual fee each year until they sold the home. A neighbor had also noticed 'streamers' evidencing live termites in the wood tile floor near the entryway. Booster treatments were given and a hole was drilled through the floor to treat for termites. D had also seen termites on the back fence and had replaced and treated portions of the fence. Ds did not mention any of this information to buyers prior to close of escrow. The inspector indicated that he had not seen the holes in the patio because of boxes stacked there. He had not found the damage inside the house because a large plant, which P had purchased from D, covered the area. After investigating the second time, the inspector found the damage and evidence of past treatment. He acknowledged that this information should have appeared in the report. He complained, however, that he should have been told of any history of termite infestation and treatment before he performed his inspection and that it was customary for the inspector to be given such information. The trial court dismissed the claim for misrepresentation based upon a so-called integration clause in the parties' agreement. D sought summary judgment on the 'concealment' claim. The trial court awarded D $1,000.00 in attorney's fees. Ps have appealed from the judgment and Ds have cross-appealed from the trial court's ruling on attorney's fees.

ISSUE:

LAIDLAW V. ORGAN 15 U.S. (2 WHEAT) 178 (1817) CASE BRIEF

LAIDLAW V. ORGAN

15 U.S. (2 WHEAT) 178 (1817)

NATURE OF THE CASE: This was a dispute over a contract for the sale of tobacco.

FACTS: Organ (P) bought tobacco from Laidlaw (D) and was in possession of the goods when D came and forcefully removed the 111 hogshead of tobacco. P sued and won. D claimed that P tricked him with knowledge of the end of the war of 1812 and took unfair advantage to buy the product when the value had risen 30 to 50 percent. Prior to the sale, D had asked P if there was any news about the value of the product that would enhance it. P said nothing. The jury found for P and D appealed.

ISSUE:

AYER V. WESTERN UNION TELEGRAPH CO. 10 A. 495 (1887) CASE BRIEF

AYER V. WESTERN UNION TELEGRAPH CO.

10 A. 495 (1887)

NATURE OF THE CASE: This was a case of a mistaken transmission. Ayer (P), lumber dealer, filed an action against Western (D), telegraph company, to recover damages for the negligent transmission of a telegraphic message.

FACTS: Ayer (P) contracted with Western Union (D) to deliver a message for the sale of laths. D delivered the message but typed the price wrong and instead of two ten per M the message stated two per M. This was eventually discovered by the parties involved in the sale but the buyer insisted that he get the product at the lower price. P shipped the units at the lower price. P sued D for the difference. D contended that it was at fault for the error but was only liable for the cost of sending the telegram. P wanted the difference in price. D contended that P was not bound by the contract as there was an error in transmission.

ISSUE:

ONEBEACON AMERICA INSURANCE CO. V. TRAVELERS INDEMNITY COMPANY OF ILLINOIS 465 F.3d 38 (1st Cir. 2006) CASE BRIEF

ONEBEACON AMERICA INSURANCE CO. V. TRAVELERS INDEMNITY COMPANY OF ILLINOIS

465 F.3d 38 (1st Cir. 2006)

NATURE OF THE CASE: OneBeacon (P) file suit seeking reformation based on mutual mistake. On cross-motions for summary judgment, the district court refused to reform the policy and ordered P to pay the $1,000,000 to Travelers (D). P appealed.

FACTS: P issued insurance to LAI. LAI leases cars and trucks to businesses. It contracted with P for general insurance coverage for the company's vehicles. Language in the policy could clearly be read to extend coverage to LAI's lessees. P claims that this language was a mutual mistake. Capform leased cars from LAI. It insured them with D. A Capform employee severely injured a pedestrian, Manuel Pedreira. D defended Capform and eventually settled Pedreira's personal injury suit for $5,000,000. D became aware of the LAI policy with P. D asked P to contribute $1,000,000, the policy's single-occurrence limit, to the Pedreira settlement. P refused and filed suit seeking a declaratory judgment that Capform was not covered by its policy. P also asked that the insurance contract be reformed to match the parties' intent that it would cover only those lessees who had specifically applied for, and been approved for, coverage under the P policy. P and D moved for summary judgment. The trial court ruled against P. It failed to 'present full, clear, and decisive proof of mistake.'' P appealed.

ISSUE:

BEACHCOMBER COINS, INC. V. BOSKETT 400 A.2d 78 (1979) CASE BRIEF

BEACHCOMBER COINS, INC. V. BOSKETT

400 A.2d 78 (1979)

NATURE OF THE CASE: This was an action for rescission. Beachcomber (P) sought to overturn a decision, which held that P could not rescind a contract for the sale of a coin that was entered into with Boskett (D), seller.

FACTS: Beachcomber (P) was a retail coin dealer who purchase a coin from Boskett (D) that was purported to be a 1916 Denver dime. P showed at trial that the coin was a counterfeit and that analysis was not disputed by D. D did dispute that the coin tendered back to him by P was not the one he sold. The trial judge found for D as per trade industry practices that the party purchasing the coin was to assume the risk of genuineness and P had taken 45 minutes to examine the coin and bought it. P then sold it to another for $700 subject to certification of genuineness by the American Numismatic Society. It was labeled counterfeit and P sued D. P appealed.

ISSUE:

BOISE JUNIOR COLLEGE DISTRICT V. MATTEFS CONSTRUCTION CO. 450 P.2d 604 (1969) CASE BRIEF

BOISE JUNIOR COLLEGE DISTRICT V. MATTEFS CONSTRUCTION CO.

450 P.2d 604 (1969)

NATURE OF THE CASE: This was a dispute over a contract bid. Boise (P) sought review of the trial court's determination that Mattefs (D) was entitled to the equitable relief of rescission on the basis of mistake.

FACTS: Mattefs (D) submitted a bid to Boise (P) for construction. D was the third lowest bidder but the others below him refused to accept the bid. P sued D for the difference in its bid price and those that were accepted. The trial court ruled for D and P appealed.

ISSUE:

HEIGHTS REALTY, LTD. V. PHILLIPS 749 P.2d 77 (1988) CASE BRIEF

HEIGHTS REALTY, LTD. V. PHILLIPS

749 P.2d 77 (1988)

NATURE OF THE CASE: This was a dispute over an exclusive listing contract. Heights (P) appealed an order, which found that Phillips (D) lacked the mental capacity to have validly executed a contract.

FACTS: Heights (P) performed under an exclusive listing contract in finding Mrs. Gholson represented by Phillips (D), a buyer to purchase her property. Mrs. Gholson was eighty-four years old when she signed the contract that listed her property for one year in the amount of $250,000 with a cash down payment of $75,000. An offer was made to purchase the property for $255,000 and she did not accept. Mrs. Gholson was adjudicated incompetent and following a bench trial she was found to have lacked the mental capacity to enter into the contract with P. P appealed; the presumption of competency was not overcome by clear and convincing evidence.

ISSUE:

BOWLING V. SPERRY 184 N.E.2d 901 (1962) CASE BRIEF

BOWLING V. SPERRY

184 N.E.2d 901 (1962)

NATURE OF THE CASE: This was an action to set aside a sale of an automobile based on infancy.

FACTS: Larry (P) was 16 and he purchased a car from D for the sum of $140 cash. After driving it for a few days he discovered the main bearing was burnt out. P took it back to D and was informed that repairs would cost $45 -$95. P just left the car and mailed a letter to disaffirm the contract. P sued D for the return of his money. Judgment was rendered in favor of D as P was accompanied by his aunt and grandmother when he purchased the car and they gave him the money to do so. P appealed.

ISSUE:

DF ACTIVITIES CORPORATION V. BROWN 851 F.2d 920 (7th Cir. 1988) CASE BRIEF

DF ACTIVITIES CORPORATION V. BROWN

851 F.2d 920 (7th Cir. 1988)

NATURE OF THE CASE: This was a dispute over the sale of a chair. DF (P) appealed an order, which granted Brown's (D) motion to dismiss P's suit against for breach of contract based upon Fed. R. Civ. P. 12(b)(6) and the statute of frauds found in 2-201 of the Uniform Commercial Code.

FACTS: DF (P) was controlled by a Frank Lloyd Wright enthusiast. Brown (D) lived in the Willits House designed by Wright and P wanted to buy the Willits Chair. P's art director contends that a verbal agreement to sell was entered into on November 26, 1986 to sell for $60,000 in two equal installments due on December 31 and March 26. A letter with the first installment was mailed but then returned with a note indicating that the chair was sold to another. The chair was sold for $198,000. P sued D for the difference between its alleged sale price and the $198,000. D moved to dismiss under Rule 12(b)(6) as barred by the statute of frauds Uniform Commercial Code 2-201(3)(b). The motion was granted and P appealed.

ISSUE:

SULLIVAN V. PORTER 861 A.2d 625 (2004) CASE BRIEF

SULLIVAN V. PORTER

861 A.2d 625 (2004)

NATURE OF THE CASE: Porter (D) appealed from a judgment in favor of Sullivan (P) in which the jury found that the parties had entered into an oral contract for the sale of the D's farm and the trial court ordered D to transfer the property to P.

FACTS: D offered to sell his property to Ps for $350,000 with owner-financing at an interest rate between five and seven percent for a period between twenty and thirty years, and asked for a $20,000 down payment. Ps orally accepted his offer. D said he would contact his attorney to start the paperwork. Ps said they would refinance their house to obtain the down payment for the property. D moved out of the farmhouse in September 2000, they gave the keys to Ps. Ps took possession of the property and began improving the stable and trails. This continued until November 24, 2000, when D arrived at the farm with a real estate agent. D told Ps that there was interest from another buyer, but also told Ps that he would honor their agreement. The next day, D reaffirmed and offered D $10,000 in cash toward the down payment. D eventually accepted $3000 toward the down payment. Ps began extensive renovations of the farmhouse, started their new business, joined the chamber of commerce, repaired horse trails, began giving riding lessons and rehabilitating horses, placed advertisements in the local newspaper, and paid for an appraisal of the property. D regularly visited the property and received updates about the renovations. As to the paper work D always responded that he was too busy to contact his attorney. Ps forwarded an appraisal valuing the property at $250,000 but stated they would honor the deal. D then offered to sell the property for $450,000 with a $50,000 down payment. Unable to resolve any issues, Ps filed a complaint for contract, promissory estoppel, and specific performance. D asserted the statute of frauds. An advisory jury found for P's on all issues. The court adopted their positions. It ordered specific performance. D appealed.

ISSUE:

CRABTREE v. ELIZABETH ARDEN SALES CORPORATION 110 N.E.2d 551 (N.Y. 1953) CASE BRIEF

CRABTREE V. ELIZABETH ARDEN SALES CORPORATION

110 N.E.2d 551 (N.Y. 1953)

NATURE OF THE CASE: Arden (D) appealed a judgment from the Appellate Division that affirmed a judgment of the New York Supreme Court in favor of Crabtree (P) in a breach of contract action related to an employment contract.

FACTS: P entered into preliminary negotiations with D looking toward his employment as sales manager. P requested a three-year contract at $25,000 a year. P insisted upon an agreement for a definite term. P repeated his desire for a contract for three years to Miss Elizabeth Arden, D's president. When Miss Arden finally indicated that she was prepared to offer a two-year contract based on an annual salary of $20,000 for the first six months, $25,000 for the second six months and $30,000 for the second year, plus expenses of $5,000 a year for each of those years, P replied that that offer was 'interesting'. Miss Arden thereupon had her personal secretary make a memorandum on a telephone order blank that happened to be at hand. A few days later, P 'phoned Mr. Johns and telegraphed Miss Arden; he accepted the 'invitation to join the Arden organization', and Miss Arden wired back her 'welcome'. A 'pay-roll change' card was made up and initialed by Mr. Johns, and then forwarded to the payroll department. P was to be paid as follows: 'First six months of employment $20,000. per annum Next six months of employment 25,000. per annum After one year of employment 30,000. per annum. Approved by RPJ [initialed]' P received the first scheduled increase from $20,000 to $25,000, but the further specified increase at the end of the year was not paid. Miss Arden refused to approve the increase and, after further fruitless discussion, P left and commenced this action for breach of contract. D denied the existence of any agreement to employ P for two years, and further contended that, even if one had been made, the statute of frauds barred its enforcement. The trial court found against D on both issues and awarded plaintiff damages of about $14,000. The Appellate Division, affirmed. Since the contract relied upon was not to be performed within a year, the primary question for decision is whether there was a memorandum of its terms, subscribed by D, to satisfy the statute of frauds.

ISSUE:

EMPRO MFG. CO. V. BALL-CO MFG., INC., 870 F.2d 423 (1989) CASE BRIEF

EMPRO MFG. CO. V. BALL-CO MFG., INC.

870 F.2d 423 (1989)

NATURE OF THE CASE: This was a dispute over the meaning of a letter of intent. Empro (P) buyer appealed a decision that dismissed P's complaint against Ball (D) seller for failure to state a claim on which relief may be granted under Fed. R. Civ. P. 12(b)(6).

FACTS: Ball (D) floated its assets on the market and Empro (P) showed interest. After preliminary negotiations, P sent D a three-page letter of intent to purchase D for $2.4 million with $650,000 paid on closing and the rest on a 10-year promissory note secured by the inventory of D. The letter conditioned P's purchase upon conditions precedent and the approval of P's board of directors. The deal eventually fell through when D wanted a security interest in the land under the plant, P refused. P then learned that D was negotiating with someone else. P sued in diversity and for a temporary restraining order. The trial judge dismissed the complaint for failure to state a claim upon which relief may be granted. P appealed.

ISSUE:

JOSEPH MARTIN, JR DELICATESSEN, INC. v. SCHUMACHER 52 N.Y.2d 105, 417 N.E.2d 541 (1981) CASE BRIEF

JOSEPH MARTIN, JR DELICATESSEN, INC. V. SCHUMACHER

52 N.Y.2d 105, 417 N.E.2d 541 (1981)

NATURE OF THE CASE: This was an appeal from a judgment reversing a grant of specific performance.

FACTS: Schumacher (D) leased a store to Martin (P). The lease provided that P was entitled to renew the lease for an additional five-year term at a rental rate to be agreed upon. P gave notice to D to exercise the renewal provision. D quoted a price of $900 a month. P hired an appraiser who indicated that a fair market value for the store was $545.41 a month. P sued for specific performance. D sued for eviction and won; the lease provision was an agreement to agree and was not enforceable. The appellate court reversed and held that P should be allowed to prove whether a binding agreement was intended by the parties. The appellate ruling overturned established precedent. The question was certified to the court of appeals.

ISSUE:

METRO-GOLDWYN-MAYER, INC. V. SCHEIDER 360 N.E.2d 930 (1976) CASE BRIEF

METRO-GOLDWYN-MAYER, INC. V. SCHEIDER

360 N.E.2d 930 (1976)

NATURE OF THE CASE: This was a dispute over an acting contract. Scheider (D) sought review of a judgment, which found in favor of Metro (P), in P's action for breach of contract.

FACTS: P entered into an oral agreement with D for D to be a principal actor in a pilot film and in a television series which might develop. D performed in the pilot but refused to perform in the subsequent television series. The court found that the only essential term that was not agreed upon was the starting date of the filming for the television series. The court supplied this term by resort to proof of industry custom and practice of which both parties were found to be aware of. D appealed.

ISSUE:

BLINN V. BEATRICE COMMUNITY HOSPITAL AND HEALTH CENTER, INC. 708 N.W.2d 235 (2006) CASE BRIEF

BLINN V. BEATRICE COMMUNITY HOSPITAL AND HEALTH CENTER, INC.

708 N.W.2d 235 (2006)

NATURE OF THE CASE: Blinn (P) sued Beatrice (D) for breach of contract and promissory estoppel. The district court entered summary judgment against P, but the Nebraska Court of Appeals reversed. D petitioned for further review and it was granted.

FACTS: P received a job offer from D. P understood that the offer was for a position that he could keep until he retired. P was 67 years old at the time he received the offer. P went to D's administrator seeking assurances about the permanency of P's position with D. P drafted a resignation letter to submit unless he received full assurances that D wanted him to stay. P handed over the resignation letter and the administrator assured him that there was at least five more years of work to do. P also asked for permission to talk to the chairman of the board of directors to seek similar assurances. The chairman of the board assured P that D wanted him to stay until P's retirement. P was asked to resign in less than 6 months. Employment was terminated in February. P sued. P had been hired as an at-will employee, but alleged that his at-will employment status had been modified. P claims that D promised 5 more years of employment would be employed for a period of at least 5 years, inducing P to forgo another employment opportunity. P sued on an oral contract and promissory estoppel. D filed a motion for summary judgment. The district court held that the oral modification was not definite or specific enough to modify his at-will employment status. D got summary judgment The Court of Appeals reversed. It reasoned that the evidence created a genuine issue of material fact about whether D offered to extend P's employment until he chose to retire. D appealed.

ISSUE:

OGLEBAY NORTON CO. v. ARMCO, INC. 52 Ohio St. 3d 232, 556 N.E.2d 515 (1990). CASE BRIEF

OGLEBAY NORTON CO. V. ARMCO, INC.

52 Ohio St. 3d 232, 556 N.E.2d 515 (1990)

NATURE OF THE CASE: Armco (D) sought review of a decision which affirmed trial court's ordering D's specific performance of contract with Oglebay (P) after the contract's pricing mechanisms failed.

FACTS: On January 9, 1957, Armco Steel Corporation (D), entered into a long-term contract with Columbia Transportation Company, which later became a division of Oglebay Norton Company (P). The contract required P to have adequate shipping capacity available and D to utilize such shipping capacity if D wished to transport iron ore on the Great Lakes from mines in the Lake Superior district to D's plants in the lower Great Lakes region. The contract established a primary and a secondary price rate mechanism. D was to pay the regular net contract rates for the season in which the ore is transported, as recognized by the leading iron ore shippers. The price was established by reference to the regular rates published in Skillings Mining Review. If there was no regular net contract rate recognized by the leading iron ore shippers, the parties were to mutually agree upon a rate taking into consideration the contract rate being charged for similar transportation by the leading independent vessel operators engaged in transportation of iron ore from The Lake Superior District. In twenty-three years, the modified four times. With each modification D agreed to extend the time span of the contracts beyond the original date. It was recognized that the ever-increasing requirements capacity D sought from P would require a substantial capital investment from P to maintain, upgrade, and purchase iron ore carrier vessels. With the fourth amendment, signed in 1980, P had to modify and upgrade its fleet to provide D with a self-unloading capability. This was a $95 million capital improvement program. In 1983 the iron and steel industry suffered a serious downturn in business. P quoted the shipping rate for the 1984 season, and D challenged that rate. The parties then negotiated a mutually satisfactory rate for the 1984 season. The parties were unable to establish a mutually satisfactory shipping rate for the 1985 season. P billed D $7.66 and D reduced the invoice amount to $5 per gross ton. D paid the $5 indicating payment in full language on the check. They failed to reach a rate for 1986. P filed a declaratory judgment action requesting the court to declare the rate set forth in the contract to be the correct rate, or in the absence of such a rate, to declare a reasonable rate for P's services. D denied that the $7.41 rate sought by P was the 'contract rate,' and denied that the trial court had jurisdiction to declare this rate of its own accord, as a 'reasonable rate' or otherwise. P continued to ship iron ore and D paid $422 per gross ton for ore shipped prior to August 1, 1986 and $3.85 per gross ton for ore shipped after August 1, 1986. The court held that P and D intended to be bound by the 1957 contract, even though the rate or price provisions in the contract were not settled. It also found that when a service contract pricing mechanism based upon the mutual agreement of the parties fails, the contract called for the price to be that which is reasonable' under all the circumstances at the time the service is rendered. The trial court held that the parties must continue to comply with the alternative pricing provision contained within paragraph two of the 1957 contract and to consider rates charged for similar services by leading independent iron ore vessel operators. The court also agreed to act as a mediator to help the parties agree. D appealed. The court of appeals affirmed. D appealed again.

ISSUE:

VARNEY V. DITMARS 111 N.E.822 (1916) CASE BRIEF

VARNEY V. DITMARS

111 N.E.822 (1916)

NATURE OF THE CASE: This was a wrongful discharge action. Varney (P), former employee, appealed from a judgment, which affirmed a judgment in favor of Ditmars (D), former employer, entered upon a dismissal of P's complaint for alleged wrongful discharge.

FACTS: P was an architect and draftsman who applied to D for work. P quoted a rate of $40 per week but was employed at $35 per week. A short time thereafter P informed D that he had other work at $40 per week. D sweet-talked him into staying. About 6 months later, P and D sat and discussed work and D told P that he was going to give P $5 more per week and that next year he would give P a fair share of the profits made as well as his weekly salary if certain old work were completed. P was paid the new salary. The old work was also completed. On election day in November, D requested that all of his employees should work. P told D that he wanted to remain home and attend the election at his village. P did so and D discharged him. P claims he was ill that day. P went to D and proclaimed his ability to work and D denied any agreement with P. P sought to recover lost wages and lost profit sharing and sued for $1,680. P was the only witness to testify at trial and the complaint was dismissed. P appealed.

ISSUE:

SPECHT V. NETSCAPE COMMUNICATIONS CORP. 306 F.3d 17 (2nd Cir. 2002) CASE BRIEF

SPECHT V. NETSCAPE COMMUNICATIONS CORP.

306 F.3d 17 (2nd Cir. 2002)

NATURE OF THE CASE: This was an appeal by Netscape (D) from a denial of a motion to compel arbitration pursuant to a license agreement on software it allowed to be downloaded from the web.

FACTS: Specht (Ps) brought suit, individually and on behalf of all others similarly situated, against Netscape (D) alleging that a 'plug-in' software program, created by defendants to facilitate Internet use and made available on Ds' website for free downloading, invaded P' privacy by clandestinely transmitting personal information to the software provider when Ps employed the plug-in program to browse the Internet. Ps alleged that when they first used D's Communicator software a program that permits Internet browsing-the program created and stored on each of their computer hard drives a small text file known as a 'cookie' that functioned 'as a kind of electronic identification tag for future communications' between their computers and D. Ps further alleged that when they installed SmartDownload-a separate software 'plug-in' that served to enhance Communicator's browsing capabilities-SmartDownload created and stored on their computer hard drives another string of characters, known as a 'Key,' which similarly functioned as an identification tag in future communications with D. Each time a computer user employed Communicator to download a file from the Internet, SmartDownload 'assume[d] from Communicator the task of downloading' the file and transmitted to D the address of the file being downloaded together with the cookie created by Communicator and the Key created by SmartDownload. These processes, Ps claim, constituted unlawful 'eavesdropping' on users of D's software products as well as on Internet websites from which users employing SmartDownload downloaded files. Ps acknowledge that when they proceeded to initiate installation of Communicator, they were automatically shown a scrollable text of that program's license agreement and were not permitted to complete the installation until they had clicked on a 'Yes' button to indicate that they accepted all the license terms. If a user attempted to install Communicator without clicking 'Yes,' the installation would be aborted. Ps expressly agreed to Communicator's license terms by clicking 'Yes.' The Communicator license agreement that these Ps saw made no mention of SmartDownload or other plug-in programs, and stated that '[t]hese terms apply to Netscape Communicator and Netscape Navigator' and that 'all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights)' are subject to 'binding arbitration in Santa Clara County, California.' Ps could have downloaded Communicator by itself but when they arrived at a D webpage it captioned 'SmartDownload Communicator' that urged them to 'Download With Confidence Using SmartDownload!' At or near the bottom of the screen facing plaintiffs was the prompt 'Start Download' and a tinted button labeled 'Download.' By clicking on the button, Ps initiated the download of SmartDownload. Once that process was complete, SmartDownload, as its first plug-in task, permitted Ps to proceed with downloading and installing Communicator, an operation that was accompanied by the clickwrap display of Communicator's license terms described above. The single difference between downloading Communicator and downloading SmartDownload was that no clickwrap presentation accompanied the latter operation. Once Ps clicked on the 'Download' button located at or near the bottom of their screen, and the downloading of SmartDownload was complete, Ps encountered no further information about the plug-in program or the existence of license terms governing its use. The sole reference to SmartDownload's license terms on the 'SmartDownload Communicator' webpage was located in text that would have become visible to Ps only if they had scrolled down to the next screen. Ps allege that the process of obtaining SmartDownload contrasted sharply with that of obtaining Communicator. Having selected SmartDownload, they were required neither to express unambiguous assent to that program's license agreement nor even to view the license terms or become aware of their existence before proceeding with the invited download of the free plug-in program. Moreover, once these plaintiffs had initiated the download, the existence of SmartDownload's license terms was not mentioned while the software was running or at any later point in plaintiffs' experience of the product. Ds moved to compel arbitration under the license agreements. pursuant to the Federal Arbitration Act ('FAA'), 9 U.S.C. 4, arguing that the disputes reflected in the complaints, like any other dispute relating to the SmartDownload license agreement, are subject to the arbitration clause contained in that agreement. The trial court found that D's webpage, unlike typical examples of clickwrap, neither adequately alerted users to the existence of SmartDownload's license terms nor required users unambiguously to manifest assent to those terms as a condition of downloading the product, the court held that the user plaintiffs had not entered into the SmartDownload license agreement. The district court also ruled that the separate license agreement governing use of Communicator, even though the user Ps had assented to its terms, involved an independent transaction that made no mention of SmartDownload and so did not bind plaintiffs to arbitrate their claims relating to SmartDownload. Ds appealed.

ISSUE:

KLOCEK V. GATEWAY 104 F.Supp. 2d 1332 (2000) CASE BRIEF

KLOCEK V. GATEWAY

104 F.Supp. 2d 1332 (2000)

NATURE OF THE CASE: Klocek (P) brought individual and class action claims against Gateway (D), alleging that it induced him and other consumers to purchase computers and special support packages by making false promises of technical support. P also claims breach of contract and breach of warranty, in that D breached certain warranties that its computer would be compatible with standard peripherals and standard internet services. D moved to dismiss.

FACTS: Klocek (P) brought individual and class action claims against Gateway (D), alleging that it induced him and other consumers to purchase computers and special support packages by making false promises of technical support. P also claims breach of contract and breach of warranty, in that D breached certain warranties that its computer would be compatible with standard peripherals and standard internet services. D asserts that P must arbitrate his claims under Gateway's Standard Terms and Conditions Agreement ('Standard Terms'). For each computer that D sells it includes a copy of the Standard Terms in the box which contains the computer battery power cables and instruction manuals. At the top of the first page, the Standard Terms includes a notice that by keeping the computer system beyond five (5) days after the date of delivery, that the user has accepted the Terms and Conditions. The Standard Terms are four pages long and contain 16 numbered paragraphs. Paragraph 10 provides the following arbitration clause: Any dispute or controversy arising out of or relating to this Agreement or its interpretation shall be settled exclusively and finally by arbitration. The arbitration shall be conducted in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The arbitration shall be conducted in Chicago, Illinois, U.S.A. before a sole arbitrator. Any award rendered in any such arbitration proceeding shall be final and binding on each of the parties, and judgment may be entered thereon in a court of competent jurisdiction. D motioned the Court to dismiss P's claims under the Federal Arbitration Act. The FAA ensures that written arbitration agreements in maritime transactions and transactions involving interstate commerce are 'valid, irrevocable, and enforceable.' FAA Section 3 states: If any suit or proceeding be brought in any of the courts of the United States upon any issue referable to arbitration under an agreement in writing for such arbitration, the court in which such suit is pending, upon being satisfied that the issue involved in such suit or proceeding is referable to arbitration under such agreement, shall on application of one of the parties stay the trial of the action until such arbitration has been had in accordance with the terms of the agreement, providing the applicant for the stay is not in default in proceeding with such arbitration.

ISSUE:

HILL V. GATEWAY 105 F.3d 1147 (1997) CASE BRIEF

HILL V. GATEWAY

105 F.3d 1147 (1997)

NATURE OF THE CASE: This was a dispute over the terms and conditions on a computer sale.

FACTS: Hill (P) purchased a Gateway (D) computer. They ordered the computer over the phone and the order taker did not read or acquaint them with the terms and conditions of the sale. The box arrived containing the computer and a list of terms said to govern the transaction unless the computer was returned. One of the terms in the box containing a Gateway 2000 system was an arbitration clause. P kept the unit for over 30 days. They eventually filed suit in federal court arguing that the product shortcomings made D a racketeer (under mail and wire fraud) leading to treble damages under RICO for P and the other members of the class. D wanted the district court to enforce the arbitration agreement. It refused; the present record was insufficient to make that part of the contract and there was no evidence P was given adequate notice of the term.

ISSUE:

TEXTILE UNLIMITED, INC. V. A. BMH AND COMPANY, INC. 240 F.3d 781 (9th Cir. 2001) CASE BRIEF

TEXTILE UNLIMITED, INC. V. A. BMH AND COMPANY, INC.

240 F.3d 781 (9th Cir. 2001)

NATURE OF THE CASE: This was a dispute over the venue to enjoin arbitration. BMH (D) appealed a preliminary injunction against an arbitration proceeding.

FACTS: Textile (P) and BMH (D) did business on 38 separate transactions. Each transaction contained an order acknowledgment and invoice from D that contained a mandatory arbitration clause with venue to be in Georgia. The clauses required P to respond in 24 hours if it did not agree. P never responded and eventually it got a shipment that it refused to pay for alleging that the yarn was defective. D submitted the matter to arbitration. P did not object at first but then protested, contending that the arbitration clause had not been part of their contract. P then filed an action in District Court in California. P then moved for a stay of arbitration and the court enjoined both the pending arbitration and any further action regarding arbitration for the dispute. D appealed.

ISSUE:

DTE ENERGY TECHNOLOGIES, INC. V. BRIGGS ELECTRIC, INC. 2007 wl 674321 (2007) CASE BRIEF

DTE ENERGY TECHNOLOGIES, INC. V. BRIGGS ELECTRIC, INC.

2007 wl 674321 (2007)

NATURE OF THE CASE: DTE Energy Technologies, Inc. (P) brought suit against Briggs Electric, Inc. (D) for a breach of contract in the sale of electric generator systems. P seeks damages and declaratory relief from D seeking incidental or consequential damages and forcing P to mediate. This is a motion by D to dismiss for lack of personal jurisdiction and improper venue.

FACTS: P, a Michigan corporation, began negotiations with Hospital for the sale of electric generator systems to be installed in California. Hospital and D entered into a contract where D would act as general contractor. Hospital then directed P to attempt to negotiate a subcontract with D. Eventually D sent a Purchase Order to P. D contends that the Purchase Order constituted an offer. D argues that P accepted its Purchase Order by email which acknowledged the receipt of the Purchase Order and constituted accepted conduct. P submitted an Order Acknowledgment to D and contends that the Order Acknowledgment and the Standard Terms and Conditions of Sale attached to the Order Acknowledgment should be construed as an offer. It claims that D did not object to the terms of this alleged offer, and D accepted the alleged offer when it sent payment. As part of those terms the Agreement was to be construed in accordance with and governed by the laws of the State of Michigan and any action thereon may be brought only in a court of competent jurisdiction located in Michigan. P delivered the electric generator and argues that D has breached its obligation to pay owing excess of $880,000. D made a demand for damages arising out of delays in completion of the Project and submitted a demand for mediation against Hospital, and the general contractor seeking a declaration of the contractual rights and duties. D acknowledges that the Order Acknowledgment contains a forum-selection and choice of law clause. D contends that it did not agree to the forum-selection clause.

ISSUE:

MINNEAPOLIS & ST. LOUIS RAILWAY CO. V. COLUMBUS ROLLING-MILL CO. 119 U.S. 149 (1886) CASE BRIEF

MINNEAPOLIS & ST. LOUIS RAILWAY CO. V. COLUMBUS ROLLING-MILL CO.

119 U.S. 149 (1886)

NATURE OF THE CASE: This was a dispute over the sale of railroad iron rails. Minneapolis (P) appealed from a jury verdict for Columbus (D).

FACTS: Minneapolis (P) sent a letter to D for a quote for prices of 500 to 3,000 tons of 50 lb. steel rails and for 2000 to 5000 tons of 50 lb. iron rails for delivery in March 1880. D responded with a statement that they did not make steel rails but will sell the iron rails for $54 per gross ton spot cash, F.O.B. his mill with a condition of excuse by strike, destruction of serious damage to plant or for any causes beyond their control and that if such was acceptable to be notified before December 20, 1879. P then sent a telegram on the 8th of December to D for 1200 tons and a request to reply. P sent another telegram with a confirmation and a request for a contract as well as a template of the rail and a query into splices and the prices for the splices for this lot of iron. On December 18th, D sent a telegram to P telling them it could not book at that price. On December 19th, P sent another telegram for an order for 2000 tons as per D's letter of the sixth (this was a mistake for the word eighth). Another query was sent to confirm the order of the 19th and finally D responded on January 19th stating that there was no contract. P sued D and the jury gave the verdict to D. P appealed.

ISSUE:

ADAMS V. LINDSELL 1 Barn & Ald. 681 (1818) CASE BRIEF

ADAMS V. LINDSELL

1 Barn & Ald. 681 (1818)

NATURE OF THE CASE: This was an action for the nondelivery of wool according to an agreement.

FACTS: D wrote a letter to P on September 2, 1817. The letter offered P wool under the following conditions: 800 tods of wether fleeces, of good fair quality at 35s.,6d. per tod to be delivered at Leicester and to be paid for by two months bill in two months, and to be weighed up by P's agent within 14 days, receiving your answer in course of post. The letter was misdirected by D to Broomsgrove and did not reach P until 7 pm on Friday September 5th. P wrote an answer agreeing to the terms that evening but it was not received by D until Tuesday September 9th. However, D had already sold the wool to another on September 8th. The trial judge ruled for P and D appealed.

ISSUE:

DRENNAN V. STAR PAVING CO. 51 Cal.2d 409, 333 P.2d 757 (Cal. 1958) CASE BRIEF

DRENNAN V. STAR PAVING CO.

51 Cal.2d 409, 333 P.2d 757 (Cal. 1958)

NATURE OF THE CASE: Star (D), subcontractor, appealed from a judgment for Drennan (P), contractor, in an action to recover damages caused by D's refusal to perform paving work according to a bid D submitted to P.

FACTS: Star Paving (D) submitted a bid by phone on a public school building in response to a request for bids from Drennan (P), the general contractor on the job. P took D's bid of $7,131.60 and recorded it on his master sheet. It was custom in the area for general contractors to accept bids by phone and to rely on them in determining their own bids. D's bid was the lowest one and P used it in preparing his final bid. P was required to secure its bid with a performance bond. P was awarded the contract that evening. The next day D told P that its bid was in error and the real cost should have been $15,000. D refused to do the work for less than $15,000. P found another contractor to do the work for $10,948.66. P sued D for the difference in costs. The trial court found that D had made a definite offer and that P had relied upon that offer when he listed D as the subcontractor. Judgment was entered for P. D appealed.

ISSUE:

JAMES BAIRD CO. V. GIMBEL BROS., INC. 64 F.2d 344 (2d Cir. 1933) CASE BRIEF

JAMES BAIRD CO. V. GIMBEL BROS., INC.

64 F.2d 344 (2d Cir. 1933)

NATURE OF THE CASE: This was an appeal from the District Court of the United States for the Southern District of New York, in which court directed verdict for Gimbel (D), merchant after Baird (P), contractor sued for breach of contract.

FACTS: D, a New York merchant, knew that the Department of Highways in Pennsylvania had asked for bids for the construction of a public building. D underestimated the total yardage by about one-half the proper amount. In ignorance of this mistake, D sent to some twenty or thirty contractors an offer to supply all the linoleum required by the specifications at two different lump sums, depending upon the quality used. P, a contractor in Washington, got one of the offers on the twenty-eighth, and on the same day D learned its mistake and telegraphed all the contractors to whom it had sent the offer, that it withdrew it and would substitute a new one at about double the amount of the old. This withdrawal reached P on the afternoon of the same day, but not until after P had put in a bid based as to linoleum upon the prices quoted by D. P's bit was accepted on December thirtieth. D had also written a letter of confirmation of its withdrawal, received on the thirty-first. P formally accepted the offer on January second, and, D persisted in declining to recognize the existence of a contract. P sued D for damages on a breach. The judge ruled for. D; there was no contract. P appealed.

ISSUE:

MARCHIONDO v. SCHECK 432 P. 2d 405 (1967) CASE BRIEF

MARCHIONDO V. SCHECK

432 P. 2d 405 (1967)

NATURE OF THE CASE: Marchiondo (P) appealed a judgment for Scheck (D) in a breach of contract action arising from a sales commission included in D's unilateral offer to sell real estate.

FACTS: Scheck (D) unilaterally offered in writing to sell real estate to a specified prospective buyer and to pay Marchiondo (P), a real estate broker, a broker's commission. The offer set a six-day time limit for acceptance. D then revoked the offer in writing. P received D's revocation on the sixth day. Later that day, P obtained an acceptance from a prospective buyer. P sued D for breach of contract. The trial court dismissed the complaint and P appealed.

ISSUE:

HUMBLE OIL & REFINING CO. V. WESTSIDE INVESTMENT CORP. 428 S.W.2d 92 (1968) CASE BRIEF

HUMBLE OIL & REFINING CO. V. WESTSIDE INVESTMENT CORP.

428 S.W.2d 92 (1968)

NATURE OF THE CASE: This was a suit in specific performance based on a written option contract. Humble (P) appealed a dismissal of his claim for specific performance of an option contract for the purchase of real estate.

FACTS: Humble (P) agreed to buy on option a $35,000 acre tract of land situated outside San Antonio from Westside (D). The option contract was supported by consideration. The strike date of the option was notice by 9:00 pm on 6-4-63 and by paying to D at the time of such notice or within 10 days the sum of $1750 earnest money. That sum with the $50 option price left a balance due and owing on the land of $33,200 to be paid as purchase money in accordance with the option contract. P paid the $1750 on May 14, 1963. D contends that the option agreement was rejected and repudiated by letters to D on May 2nd and May 14th. The May 2nd letter included a utilities clause that D would have the gas, water, sewer, and electricity extended to the property prior to closing. P's letter included a signature line for D with a request to sign and return. The May 14th letter repudiated the utilities clause and just exercised the option. All parties filed motions for summary judgment and D's was granted. P appealed.

ISSUE:

DICKINSON V. DODDS 2 Ch. D. 463 (1876) CASE BRIEF

DICKINSON V. DODDS

2 Ch. D. 463 (1876)

NATURE OF THE CASE: This was a dispute over the sale of a house.

FACTS: Dodds (D) made a signed offer to sell his house to Dickinson (P) and that offer was to remain open until two days later. The offer was to be open until Friday 9 in the morning of the 12th of June 1874. P decided to buy the house, but only after learning from Berry, an agent for D, that D was going to sell to Allan. P learned that D was going to sell to Allan in the afternoon of the Thursday before the expiration of the offer. P then immediately went to D's mother in laws house where D was staying and made a formal acceptance of the offer in writing. The mother in law forgot to give D that acceptance. The next morning an agent for P, Berry, met D at a train station and handed D a duplicate of the original acceptance. D then informed Berry that the property had been sold. P himself then found D and offered the acceptance a few minutes later but was told that the property had already been sold. On the day before, D had signed a formal contract of sale with Allan. P sued for specific performance. The trial court found for P in specific performance in that by the original offer or agreement with P and by relation back of the acceptance to the date of the offer, D had lost the power to make a sale to Allan. D appealed.