True Measure of buyers damages is the difference between the value of the goods as they would have been had the warrenty as to the quality had been true and the actual value at the time of the sale (including any incidental consequences within contemplation of the contract)
Hawkins v. McGee - (1929) Imperfect Hand
A party is only entitled to recover damages for expenses in storing goods that woudl not have otherwise have incurred abset the other party's breach.
J.O Hooker and Sons - (1996) Cabinets
In an action for breach of contract for the sale of goods, the proper measure of damages is the difference between the market value of the goods and the contract price agreed up on by the parties
Tongish v.. Thomas (1992) Third seed Installment
In an action for breach of contract, plaintiffs are only entitled to recover the measure of damages both parties can reasonably foresee as a result of the breach. (Consequential Damages)
Hadley v. Baxendale (1854) Crank Shaft
1. Aggreived party may not recover special damages (lost profits) unless such damages are definite and certain. 2. Costs incurred in contract preparation are not recoverable 3. Attonrey fees/court costs are not recoverable unless provided for in the contract 4. Costs incurred in preparing for performance of a contract are recoverable
Chicage Coliseum Club v. Dempsey (1932) Boving Ring v. Boxer
When one contracting party makes expenditures in preparation for performance under a contract the proper measure of damages for breach includes the recovery of her investment in order to return her to the position she would have enjoyed had the contract been performed
Mistletoe Express v. Locke (1988) Courier
After repudiation of performance by one party to a contract, the other party cannot continue to perform and recover damges basedon full performance
Rockingham County v. Luten Bridge (1929) Municipality V. Bridge Contractor
Projected earnings from other employment opportunities only offse damages if the empyment is substanitilally similar to that of which the employee has been deprived
Paarker v. 20th Century Foc (1970) Actress v. Film Co.
A stipulated damages clause is valid if it is reasonable under the totality of the circumstances
Wassenaar v. Towne Hotel (1983) Former Employer v. Employee
The basis for awarding a decree of specific performance in a contract for the sale of real property is the recognition by the court that each individual parcel of land is unique. IN such cases the presumption reverses in support of the equitable relief, and the court instead presumes the inadequacy of the legal remedy and instead award the remedy of specific performance.
Loveless v. Diehl (1963) Farm Lessors v. Lessees
When one having a special skill agrees to perform a service, he may be enjoined from performing services for another.
Dallas Cowboys Football Club v. Harris (1961) Sports Team Franchise v. Player
The measure of damages for failure to deliver goods is the amount advanced by the buyer, plus interest
Bush v. Canfield (1818) Flour Buyer v. Flour Seller
When labor is performed under a contract for a specified price, the party who fails to perform the whole of the labor contracted for can recover in quantum meruit the value of the labor performed to the degree it is greater than the damage to the other party.
Britton v. Turner (1834) Contract employee v. Employer
Those who volunteer their services without recompense have no right to unilaterally demand payment therefore after the fact.
Martin v. Little, Brown and Co (1981) Reader v. Publishing Co
One who induces a party to breach a contract may be liable to the other contracting party for his damages resulting therefrom.***intentional interference with contractual rights, punitive damages may be available to the plaintiff
If his outward manifestations of assent otherwise create a contract, the claim that the assenter was not serious is not a defense to a claim on the contract. ****an outward manifestation of the meeting of the minds and a secret intention will not defeat an otherwise valid agreement.
Lucy v. Zehmer (1954) Drunk Real Estate Deal
An advertisement of a product is not an offer if it contains general, non-specific terms.
Nebraska Seed Co v. Harsh (1915) Seed Company v Seller of Miller
An advertisement is not an enforceable when it could not be considered by an objective reasonable person as a true offer, rather than as an obvious joke.
Leonard v. Pepsico (1999) Consumer v. Company
Parties who have made their pact, “Subject to” a later definitive agreement, have manifested their intent not to be bound.
Empro Manufacturing V Ball Co (1989) Manufacturing Co v. Co Selling Assets
A continuing offer may be accepted by performance of the condition named in the offer.
Carhill v/ Carabolic Smoke Ball Co.(1893) Flu Contracting Customer v Health Co
Silence may constitute acceptance in appropriate cases.**** a prior course of dealings may render silence an acceptance
Hobbs v. Massasoit Whip Co (1893) Eel Skin Deliverer v. Retainer
The offer of a license agreement, made independent of freely offered software and not expressly accepted by a user of that software, does not bind the user to an arbitration clause contained in the license. (Assent must be manifested)
Specht v. Netscape Communication S.D.N.Y (2001)
Where consumers are urged to download free software, mere reference to the existence of license terms on a submerged screen does not place consumers on inquiry notice or constructive notice of terms.
Specht v. Netscape Communications 2002 WL 31166784 Court of Appeals, Second Circuit, (2002)
Conditions on the use of information provided over the internet that are communicated after the information has been delivered are enforceable where the information is provided in response to multiple automated inquiries and the receiver has knowledge of the conditions through prior dealings with the provider.
Register.com v Verio, Inc US Court of Appeals for the Seconds Circuit, (2004)
Where neither party knows or has reason to know of the ambiguity or where both parties know or have reason to know, the ambiguity is given the meaning that each party intended it to have
Raffles V. Wichelhaus - Court of Exchequer, 1864
When any terms used to express and agreement are ambivalent and the parties understand it in different ways, there cannot be a contract unless one of them should have been aware of the others understanding. (This mistake must be made at the formation stage)
Oswald v. Allen – 417 F. 2d 43 (2nd Cir. 1969) Coin Buyer v. Seller
When any terms used to express an agreement are ambivalent and the parties understand it in different ways, there cannot be a contract unless one of them should have been aware of the others understanding
Oswald v Allen - Second Circuit (1969)
A restrictive covenant is construed strictly against the person seeking it’s enforcement when the intent of the restriction is not clear.
Weinberg v Edelstien – Supreme Court, Special term, NY County, Part VI (1952) Lessor v. Seller of ladies Clothing
The party who seeks to interpret the terms of the contract in a sense narrower than their everyday use bears the burden of persuasion to so show, and if that party fails to support its burden, it faces dismissal of its complaint
Frigaliment Importing Co v B.N.S. International Sales Corp (1960) (Chickens)
A contract will be deemed invalid due to incompleteness if the agreement does not establish the length of time the terms of the agreement, such as price, shall apply.
Sun Printing and Publishing Assn. v. Remington Paper and Power Co. (1923) Publishing Co v. Paper Seller
For a contract to be enforceable, the terms of the agreement must be ascertainable to a reasonable degree of certainty.
Texaco V Pennzoil (1987)
A requirements contract is binding where the purchaser has an operating business.
Eastern Air Lines Inc. v. Gulf Oil Corp (1975)
A writing will be the final expression of, or a binding modification to, an earlier agreement only if the parties so intend.
Step Saver Data Systems Inc V Wyse Technology (1991) Marketer v. Terminal Manufacturer
A buyer accepts goods when, after an opportunity to inspect, he fails to make an effective rejection.
ProCD v. Zeidenberg (1996) Software Manufacturer v. Purchaser
Terms sent in the box with a produce that state that they govern the sale unless the product is returned within 30 days are binding on a buyer who does not return the product.
Hill v. Gateway 2000(1997) Consumer v. Co
A purchaser does not necessarily accept the standard terms and conditions agreement, which may include and arbitration clause located in the package containing a mail order product
Parol contemporaneous evidence is inadmissible to contradict or vary the terms of a valid written instrument.
Thompson v. Libbey (1885) Seller of Logs v. Buyer
Parol evidence that bears upon the question of the intent of the parties to integrate their transaction into writing may be admitted when the writing does not conclusively establish the intent.
Brown v. Oliver (1927) Buyer of Land v. Seller
The test of admissibility of extrinsic evidence to explain the meaning of a written instrument is not whether it appears to the court to be plain and unambiguous on it’s face but whether the offered evidence is relevant to prove a meaning to which the language of the instrument is reasonably susceptible
Pacific Gas and Electric Co v. G.W.Thomas Dryage & Rigging Co. (1968) Turbine Owner v. Repair Compnay
Damages cannot be recovered for violation of a contract within the Statue of Frauds
Boone v. Coe (1913) (Famers v. Farm Owner
Parol evidence is admissible to raise an ambiguity in a contract even where the writing itself contains no ambiguity.
Trident Center V Connecticut General Life Insurance Co (1988) Commercial Group v. Lender
Part performance does not take an executory portion of a contract out of the Statute of Frauds
Riley v. Capital Airlines (1960) Methanoll Supplier v. Airlines
Absent partial performance or grounds for estoppel, the Statute of Frauds requires that a contract for the sale of Real Estate is invalid unless it or some written note or memorandum is subscribed to by the parties to be charged.
Schwedes v. Romain (1978) Montana Land Purchase
A contract required to be in writing or written may include electronic writings
In re RealNetworks (2000) User v. Software Provider
Informal writings acknowledging a proposed modification of a contract for the sale of goods for more than $500 satisfy the requirement of writing under Uniform Commercial Code 2-201 and 2-209.
Cloud Corp v. Hasbro, Inc. (2002) You Supplies Manufacturer v. Toy Maker
Pages linking here (main versions and versions by same user)