This preview has intentionally blurred sections. Sign up to view the full version.View Full Document
Unformatted text preview: CONTRACTS II OUTLINE Chapter 5 – Abuse of the Bargaining Process 1. Duty to Read- it will not do for a man to enter into a contract, and, when called upon to respond to its obligations, to say that he did not read it when he signed it, or did not know what it contained - Spoon’s Continuum of Bad Things: Improper Threats Misrepresentation Unconscionability Public Policy Physical Duress Fraud Undue Influence Bad Faith Illegal K- Physical Duress: “gun” is pointed to the head of the offeree to sign the contract- Improper Threats: using a threat to induce offeree to sign contract- Fraud: something that is not in accordance with the facts and is used to induce offeree- Misrepresentation:- Undue Influence: confidential relationships in which there is reliance upon the other and which are used to induce offeree- Unconscionability: - Bad Faith:- Public Policy: contracts that are made, but to enforce them would be against public policy initiatives or goals- Illegal Contract: Magliozzo v. P&T Container Service Co.- once agreement has been reached and performance has commenced, § 2-207 does not operate to make additional terms that are proposed unilaterally in a later writing part of the complete agreement- an inference of assent is not warranted where the subsequent writing: 1. is used for other purposes 2. does not purport to be a contract and is not contractual in form 3. gives no notice whatsoever of proposed additional terms which are not visible on the face of the writing- the party without knowledge or reason to know that the subsequent writing purports to be a contract is then not bound by the terms printed in the subsequent writing- an indemnification is in itself a contract b/w two parties - have to look to offer and acceptance issues first – is there a manifestation of assent by both parties? One Stop Supply Inc. v. Ransdell- a person cannot avoid a written contract into which he has entered on the ground that he did not attend to its terms, that he did not read the agreement- a party need not specifically assent to each provision in a written contract in order to make that provision binding on him- the party who signs a printed form furnished by the other party will be bound by the provisions in the form over which the parties actually bargained and such other provisions that are not unreasonable in view of the circumstances surrounding the transaction 1/64 2. Standardized Contracts – The ‘Reasonable Expections’ Solution- a standardized contract is one that is generally preprinted, containing a lot of boilerplate text, and without much negotiation Max True Plastering Co. v. United States Fidelity and Guaranty Co.- under the reasonable expectations doctrine, the objectively reasonable expectations of applicants, insureds and intended beneficiaries concerning the terms of insurance contracts are honored even through painstaking study of the policy provisions might have negated those expectations- the reasonable expectations doctrine may apply to the construction of ambiguous insurance...
View Full Document
- Spring '06
- The Land