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Unformatted text preview: I. A ROADMAP FOR CONTRACT LAW L UCY V . Z EHMER Facts: Zehmer (D) allegedly agreed to sell a plot of farmland to Lucy (P). D signed napkin as the K. D later said it was only a joke. P sued for specific performance. Issue: Was a K created and is it enforceable. Holding: Yes, P entitled to specific performance Rule: The private intentions of the parties is irrelevant; If words and acts, judged by a reasonable standard, manifest an intent to agree, it is immaterial what may be the real but unexpressed state of mind (17 CJS Contracts 32), see also R(1) 79 THE PRIVATE INTENTIONS OF THE PARTIES ARE IRRELEVANT, ONLY THE MANIFESTED ACTS Spitzs Rule: If an offer appears to be in good faith, and is accepted in good faith, followed by the execution and delivery of the K, then the K is valid Objective Theory of Contracts , Judge Hand (1911): See page 9 of casebook. - We must look to the outward expression of the person as manifesting his intention rather than to his secret and unexpressed intention.- A K is formed by the mutual assent of the parties - In determining whether the parties have mutually assented to a K, one should generally use the objective theory of Ks (ie. determine what a reasonable person, to whom an expression has been addressed, would understand the expression to mean)- This theory operates to protest the parties reasonable expectations Capacity to Contract: R2d 12, see also sections 13-16 D ELCHI C ARRIER S PA V . R OTOREX C ORP . Facts: Delchi (P) contracts with Rotorex (D) to buy compressors. P pays for first two shipments in advance. When 1 st shipment is received, goods are non-conforming to model specs. P rejects goods, breaches K. Issue: Under the CISG, can P recover damages for non-conforming goods? Holding: Yes. P was entitled to lost profits, foreseeable consequential damages. P was not entitled to damages for modifications necessary for cover. CISG art. 74, Fundamental Breach : R2d 235(2) - A breach is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to under the contract, unless a reasonable party could not have foreseen the results. Breach in this case was obviously fundamental b/c D shipped non-conforming goods and refused to ship the goods agreed upon. It was foreseeable that sending non-conforming goods would deprive the buyer of what he Kd to receive. BONUS POINTS : Great balls of fire High as a Georgia Pine House of Lords 3 Heifers Issue Case Rule Key Terms...
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