promisor an unfettered discretion to abandon the contract, there is no contract. It will be argued here that the words “If I am satisfied” similarly gives Jamie the leisure to abandon the agreement. Nevertheless, sometimes, the word satisfaction doesn’t allow its speaker to simply back out of an agreement. In Omni Group, a purchaser of land also conditioned his 4
acceptance of a promise on whether he found that a report be satisfactory to him. There, however, the court deemed that good faith was to be applied because restatement 2 nd s 228 tells us that where a reasonable person can tell us whether something is satisfactory, we will deem that satisfaction determinable. Here, it can also be more or less determined by a reasonable person if Alex’s work is satisfactory; a reasonable standard can be applied. In Zeiher, though, the term unforeseen can’t, by definition, be determined by a reasonable person. After understanding this distinction, the court will most likely rule that the term “satisfied” used here is not illusory. Good. Lastly, we must wonder whether the court will award Jamie compensation for the furniture she bought and the workers she hired based on promissory estoppel. At the worst, Alex’s work constitutes a preparation and there is no contrct at law. But the preparation of work may still make her liable under estoppel (Rest. 45 cmt. F) Restatement 87(b) says “A promise that a promisor should reasonably expect to induce action on part of the promisee and does induce such action is binding if injustice can be avoided only by enforcement of the promise.” It might be a stretch to say that Jamie should be awarded based on promissory estoppel because Alex didn’t actually promise Jamie anything (even though it probably was reasonable that Jamie relied on the tendering of performance). Still, since, as we stated earlier, this beginning performance acted as a promise, and Jamie reasonably relied on it to her detriment, she should be able to collect based on promissory estoppel. Good. Since there was a definite offer that invited acceptance through performance, the tendering of performance by Alex bound her to the contract. Because Jamie’s promise wasn’t illusory, there was good consideration for this contract, and Alex’s abandonment of the job will constitute a breach. Additionally, Jamie might still be eligible for compensation because of her detrimental reliance on Alex’s promise. Good analysis and sharp grasp of doctrine. The fact that the offer is unilateral creates a slightly different problem but as you evinced a clear understanding, and provided a strong analysis of the issues this was a creditable performance. 5
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- Summer '11