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Office hours: T R 2:30 – 4:00pm

Major topics during the year:

FALL SEMESTER

Interpretation – terms of contract of the agreement between parties and what do terms mean. Most contract disputes arise from interpretation problems.

Performance, breach and excuse – what are parties entitled to do and when

Remedies – what are the consequences of breach?

SPRING SEMESTER

Commitments and Consideration or reliance – what kinds of promises are enforceable? Not all promises are enforceable.

Offer and acceptance – when is a contract formed?

Defenses – why are some promises unenforceable?

Articles 1 and 2 of the UCC – goods, services

Frigaliment Importing Co case

Breach of warranty is a specific type of Breach of Contract

Finder of fact: say this when you are uncertain about whether it was a judge or jury reaching the opinion

TOOLS OF INTERPRETATION

-Looked at communication in negotiations. (orally or in writing)

-Trade usage. D claimed that he did not actually know of the trade usage as he was new to the industry. Conflicting testimony showed that the trade usage was not notorious enough to show that D would be familiar with it

-Market price of chicken at the time – Context of the transaction. Relevant surrounding circumstance

-Dept of Ag Regulations. The contract made reference to this. Language of the contract

-Subsequent conduct of the parties after the contract was entered

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Athlete Exam Question

PARA 48

Made comments to a friend

Smoked and snorted

In room while another was using drugs

PARA 49

Is the friend media?

Were comments political views?

Reading questions- page 115

2a. in trust for maintenance and education of my son.

maintenance is unclear. What exactly is meant by that word? WRONG

2b. Husband shall pay the tuition of the children at any school college or university in the state system.

1. school;
2. college; or
3. university.

Husband shall pay the tuition of the children at any school college or university in the state system.

3a. This coverage excludes the following:

such vehicles pertaining to the service of the premises; and

any vehicles not licensed for road use.

Homeowners coverage includes vehicles which pertain to service of the premises and not licensed for road use.

Ambiguity is whether "any vehicles not licensed for road use" means any service vehicles not licensed for road use.

Could remove ambiguity by including the term "vehicle" twice: This coverage excludes any vehicles pertaining to the service of the premises and any vehicles not licensed for road use.

4a. Problem is the base alimony always stays the same each year.

In the first calendar year the husband shall pay wife $100 per week. In each subsequent year husband shall pay the wife. In each subsequent year husband shall pay the wide the sum of the amount payable in the immediately prior year plus a coast of living increase. The cost of living increase shall be determined by multiplying the weekly amount paid in the immediately prior year by the inflation rate….

FIX PROBLEM WITH HAVING TO PAY THE ENTIRE ALIMONY EACH WEEK IN SUBSEQUENT YEARS

August 20, 1998

Exam question discussion:

"48. Athlete shall refrain from engaging in any conduct which might impair

the value of Athlete's association with and endorsement of Free Kick

products."

(WHAT IS CONDUCT?)

Shall engage in conduct which….

Include: comments to friend? This does not count as conduct

Smoking or snorting cocaine? Before – does not count

Staying with friend while friend smoked?

Can look at tense of words to see what intent of contract might be…

Said: "Athlete declined, saying that she had smoked marijuana and even snorted some cocaine a few years earlier, as a teenager, but quit because of its adverse effects on her athletic performance. Athlete also said that she wasn't so sure that marijuana was all that bad for people generally."

Did she discuss views with the media?

Read B. Wood v Lucy and Titanic

August 27, 1998

Tahoe Nat Bank case.

Holding: Extrinsic is not admissible to prove that an "assignment … complete" was meant to be interpreted as a mortgage where on its face the "Assignment … Complete" on its face is not reasonably susceptible to that construction (interpretation).

Parole evidence – oral evidence made at time of the signing. Oral or written agreement between the parties that came before the signing or oral agreements made at time of signing.

To aid interpretation of a contract extrinsic evidence can be admissible.

Explore way in which court is treating precedent.

1. court says the extrinsic evidence must be considered before the contract if considered for relevance..?

3 differences in this case (between Coast case):

1. first difference in first clause. No statement of purpose in this case. (seems like this did not have much to do with this case)
2. in Coast case there was an acceleration clause and in this case there is non. (in this case there was no need for an acceleration clause – why did the court even mention it? Says prof..)

seems like the majority did not effectively distinguish the Coast case. Seems to be sneaking around the two precedents. Do this by mentioning the differences in the cases, but in reality these differences really did not have anything to do with this present case.

Some promises are not legally enforceable.

-this agreement appeared to be a serious commercial transaction.

-A promise may be lacking, yet the whole writing may be "instinct with an obligation," imperfectly expressed.

• There was a promise to use reasonable efforts to market Lucy’s products.
• Therefore Lucy cannot argue there was not a promise.

READ ALL OF ITEM C