Downloaded From OutlineDepot.com Professor Goodrich Benjamin N. Cardozo School of Law Contracts, Spring 2012 I got an A- on the exam and that was the highest grade given in our class. Contract (Latin – Con-traho meaning to draw together) 1. Offer 2. Acceptance 3. Consideration a. contract is an enforceable promise. If promise can’t be enforced then it canNOT be a contract. Ex. “I will give you a fair share,” is not a promise until fair share is defined.” b. Uniform Commercial Code (UCC) – 1967. Pertains only to goods. c. for damages p must prove 1. breach was substantial cause of loss - causation 2. Provable losses must have been foreseeable (what a reasonable person would foresee) to D at time of contracting. Otherwise, unrecoverable. 3. P has duty to make all effort to avoid consequences of breach. Types of Contracts 1. Express (in which offer, acceptance, and consideration are expressly stated) 2. Implied in Fact R 2d 4 a. Inferred from words, actual intention, and conduct of parties 3. Implied in Law (Quasi Contracts) – Wrench v. Taco Bell (see Moral Obligation/Contract Implied in Fact/Quasi Contracts) a. Must pay irrespective of intention b. 3 part test i. non-gratuitous benefit conferred ii. acceptance and retention of the benefit iii. unjust enrichment not to provide restitution Contract is made upon acceptance!!! Concept Law/Restatement Cases Damages – P elects proper measure of damages. a. Expectancy b. Reliance Measure . c. Restitution Measure d. specific performance (see Restatement 2d 344 – purpose of contract remedies a. Expectation Measure – puts P in position she would have been in had promise been performed. The usual standard measure of compensation. b. Reliance Measure – puts P in position had *Sullivan v. O’Connor 1973 – botched nose job. 3 operations after doc promised it’d only take 2. Court granted P damages for 3 rd nose job ( reliance ). -No expectation damages because medicine uncertain and don’t want doctors practicing defensive medicine 1
Downloaded From OutlineDepot.com below) -can recover for what is foreseeable (what a reasonable person would foresee) or naturally arising damages. - pain & suffering - You will only get pain and suffering when the contract provides for the expectation of pain and suffering OR where the contract is precisely to provide its opposite. -In general emotional context you cannot recover for emotional harm. there never been a promise. c. Restitution Measure – D has to return benefit conferred. R 2d 384 –1. must returns interest in prop for restitution 2. Unless it a. was worthless when received b. can’t be returned c. R 2d 347 – Measure of Damages in General. R 2d 353 – Los sDue to Emotional Disturbance – usually excluded unless breach also caused bodily harm or contract is of such kind that serious emotional disturbance was a particularly likely result.
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