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Crestview Cemetery v. Dieden - OUTLINE

1. was the contract correctly interpreted?
2. wanted to develop land as a cemetery
3. had the land incorporated into the city in order to make it easier for zoning laws to make it a cemetery
4. Haley was the attorney working on the case for the cemetery
5. Haley was unsuccessful in getting the property zoned as a cemetery and asked to withdraw from his employment
6. McKeever (cemetery representative) agreed to the withdrawal and paid Haley for his services
7. Haley introduced McKeever to Dieden, an attorney who he thought would be able to help in getting the zoning changed for the cemetary
8. Dieden entered into an oral contract. Payment was conditioned on Dieden performing certain acts. Haley was present at this time.
9. NATURE, PURPOSE AND TERMS OF THIS CONTRACT ARE THE KEY PROBLEMS PRESENTED ON THIS APPEAL
10. The three disagree on what the terms of the contract meant
11. QUESTION: was Dieden not to be paid until he secured a rezoning ordinance that allowed the cemetery to be used for a cemetery, OR was his purpose only to get the property rezoned from residential to commercial?
12. Dieden was successful in getting the property rezoned.
13. Although there was a threat of a pending referendum, McKeever sent Dieden a check for $5,000 and said the balance (of $2,500) would be there shortly.
14. the city council repealled the ordinance because of the referendum
15. then McKeever refused to pay the balance and demanded the $5,000 back on the ground that Dieden had not fully performed the contract
16. WHAT WAS THE PURPOSE OF THE CONTRACT???????
17. HOLDING: evidence is capable of being interpreted as meaning that Dieden was to secure the passage of a rezoning ordinance.
18. evidence is clear about intent: time line, letter which McKeever signed, secured the zoning, and was congratulated on getting the zoning, McKeever never contested owing Dieden the money
19. Use acts of parties to show intent
20. acts of the parties before controversy has arisen shall be given great weight and enforced by court
21. Actions speak louder than words
22. McKeever knew the purpose of the contract, but when the referendum was unsuccessful he conceived the idea that because he had entered into a bad contract he ought to be released.
23. does not matter that the ordinance never became effective: main purpose was only to secure the passage of the rezoning ordinance
24. both parties obviously believed the contract had been performed

Warner Construction Corp. v. Los Angeles - OUTLINE

1. P contracted to build a retaining wall for the city
2. during the building, P asked for more money to use rotary mud in the drilling in order to make the holes stronger and prevent cave ins
3. the city refused, but P went ahead and used rotary mud (although he did not get paid more)
4. P finished the wall, using rotary mud
5. P claims damages for the increased cost of construction resulting from the use of rotary mud, for loss of profits, for loss of business, and for the loss of an advantageous competitive position in the industry.
6. P also said there was fraud because the city did not disclose that cave ins had occurred in test holes drilled by the city
7. ISSUE: did the contract give P sole discretion as whether or not to use rotary mud? Was P entitled to a change order permitting the use of rotary mud?????
8. The city concealed facts about the potential difficulty of drilling on this site
9. City says that P was going around competitive bidding by trying to force the city to pay more, after the contract began, for the use of rotary mud
10. A party induced by false representation to enter into a contract may proceed to perform it and sue for damages for the misrepresentation
11. P had to finish construction for safety reasons, which it did
12. in order to answer whether P was entitled to a change order regarding the use of rotary mud, "practical consideration" must be applied. Need to look at acts which occurred under the contract before the dispute arose.

RULE: When facts are concealed during the formation of a contract, and are not uncovered until part of the work of the contract has been performed, it is reasonable for the contract to be completed although the contract may differ from the original intent because of the effect of the concealed facts. Sue for damages for the misrepresentation upon the completion of the contract.

Wolsey, Ltd. v. Foodmaker, Inc. - OUTLINE

1. P opened Jack in the Box franchises in Hong Kong
2. wanted to open more in China, but P maintains that D conspired with Tony Wang to prevent P from developing restaurants in Asia, so that Tony could develop the area itself.
3. the contract spelled out a three step process to go through in case of disputes: meet with officers, then non-binding arbitration, and finally litigation in federal court
4. after an unsuccessful meeting with the officers P submitted the dispute to the arbitrators
5. arbitrators found for P, but D refused to honor the arbitration settlement
6. so P filed the case in federal court
7. in the federal court claim, P added several more claims than were asserted during arbitration
8. D moved to dismiss because those added claims did not go through arbitration
9. the district court denied the appeal and this case is about whether or not the motion should have been granted
10. ISSUE: Did all claims to be brought to federal court have to first go through arbitration, or did just some, and then more claims able to be added once in federal court? What did was intended by the original contract??
11. Did the term arbitration as used in the Federal Arbitration Act apply in this case?
12. Parties are free to contract around the FAA by incorporating state arbitration rules into their agreements
13. What was the party's intent at time of contracting? (in regards to how they incorporated the arbitration rules)
14. general choice of law clauses do not incorporate states rules that govern that govern the allocation of authority between courts and arbitrators.
15. HOLD: the district court erred in denying D's motion to compel arbitration

Encompassing rule:

The party's intent in entering into the contract must be examined in order to determine the meaning of the contract.