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46 Cards in this Set
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McKinnon v. Benedict, 157 N.W.2d 665 (Wis. 1968)
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The inadequacy of consideration can be found to be so gross as to be unconscionable and a bar to injunctive relief.
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Tuckwiller v. Tuckwiller, 413 S.W.2d 274 (Mo. 1967)
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Determination of inequitability or unconscionability of a contract must be viewed prospectively, not retrospectively.
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Black Industries, Inc. v. Bush, 110 F.Supp. 801 (D.N.J. 1953)
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High profit for a middleman alone does not render a contract void as against public policy, when neither party deals directly with the United States, and when neither party contemplates corruption, collusion, or criminality.
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O’Callaghan v. Waller & Beckwith Realty Co., 155 N.E.2d 545 (Ill. 1958)
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When it is (a) not against the settled public policy of the jurisdiction or (b) not called for by a special relationship between the parties, an exculpatory clause relieving a party from his own negligence may be enforced.
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Graham v. Scissor-Tail, Inc., 171 Cal.Rptr. 604 (1981)
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Adhesion contracts are not always unenforceable.
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Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585 (1991)
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A non negotiated forum-selection clause in a form ticket contract is not unenforceable simply because it is not the subject of bargaining
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Doe v. Great Expectations, 809 N.Y.S.2d 819 (N.Y.Civ. Ct., 2005)
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Statutory provisions may police terms of a contract and awardable damages.
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Williams v. Walker-Thomas Furniture Co., 350 F.2d 445 (D.C.Cir, 1965)
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Where the element of unconscionability is present at the time a contract is made, the contract should not be enforced.
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Jones v. Star Credit Corp., 298 N.Y.S.2d 264 (N.Y. 1969)
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Not only a clause of the contract, but the contract in toto, may be found unconscionable as a matter of law
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Armendariz. v. Foundation Health Psychcare Services, Inc., 6 P.3d 669 (Cal. 2000)
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Lack of mutuality in an employment agreement may be so egregious as to render the agreement unconscionable.
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Scott v. Cingular Wireless, 160 Wash.2d 843 (Wash. 2007)
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Precluding a class-action can work to entirely deny a remedy, rendering the agreement unconscionable.
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Dalton v. Educational Testing Service, 663 N.E.2d 289 (N.Y. 1995)
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Sometimes you have to go back and do what you said you were going to do.
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Eastern Air Lines, Inc. v. Gulf Oil Corp., 415 F.Supp. 429 (S.D.Fla. 1975)
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An established course of performance and dealing between parties which is also an established usage of trade becomes a part of the terms of the contract absent an explicit objection
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Market Street Assoc. v. Frey, 941 F.2d 588 (7th Cir. 1991)
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The requirement of good faith in performance does not require that one party alert the other to an unfavorable term in the contract.
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Bloor v. Falstaff Brewing Corp., 601 F.2d 609 (2nd Cir. 1979)
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In a suit for breach of a "best efforts" clause, the performing party must show that there was nothing significant it could have done to perform that would not be financially disastrous.
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Lockewill, Inc. v. U.S. Shoe Corp., 547 F.2d 1024 (8th Cir. 1976)
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Where the term of an exclusivity agreement is not spelled out, the court may infer a reasonable time for the duration of the agreement.
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Bovard v. American Horse Enterprises, Inc., 247 Cal.Rptr. 340 (Cal. Ct. App. 1988)
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In a contract for the sale of a business that is engaged in legal activity but whose products are used primarily for illegal purposes, the sale is unenforceable as against public policy.
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X.L.O. Concrete Corp. v. Rivergate Corp., 634 N.E.2d 158 (N.Y. 1994)
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A contract legal on its face and that does not require unlawful conduct in its performance is not voidable simply because it resulted from an antitrust conspiracy.
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Hopper v. All Pet Animal Clinic, 861 P.2d 531 (Wyo. 1993)
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Non-compete agreements may be rendered reasonable and enforced as modified.
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Sheets v. Teddy’s Frosted Foods, 179 A.2d 385 (Conn. 1980)
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There are exceptions to the general rule for termination of an at-will employee, when wrongful discharge contravening a public policy is implicated
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Balla v. Gambro, Inc., 584 N.E.2d 104 (Ill 1991)
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There is no such thing as a tort for retaliatory discharge for an attorney, including what would be for a lay-employee a wrongful discharge in contravention of public policy. Public policy in re: attorney-client relationship trumps public policy for public health & welfare when the attorney’s professional obligation would safeguard the health & welfare policy at any rate.
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Simeone v. Simeone, 581 A.2d 162 (Pa. 1990)
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Public policy does not preclude enforcement of a valid prenuptial agreement under the law of contract.
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In the Matter of Baby M, 537 A.2d 1227 (N.J. 1988)
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An illegal surrogate parenting agreement will not be enforced.
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Campbell Soup Co. v. Wentz, 172 F.2d 80 (3rd Cir. 1949)
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When a contract is “carrying a good joke too far,” that is, when the sum total of its provisions drives too hard a bargain for a court of conscience to assist, specific performance will be denied.
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Klein v. PepsiCo., Inc., 845 F.2d 76 (4th Cir. 1988)
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UCC does not abrogate the common law maxim that specific performance is inappropriate where damages are recoverable and adequate.
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Morris v. Sparrow, 287 S.W.2d 583 (Ark. 1956)
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A specially-trained horse may be unique enough to warrant specific performance in its delivery under contract.
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Laclede Gas Co. v. Amoco Oil Co., 522 F.2d 33 (8th Cir. 1975)
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When certain equitable rules have been met and the contract is fair and plain, specific performance goes as a matter of right.
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Northern Delaware Industrial Development Corp. v. E.W. Bliss Co., 245 A.2d 431 (Del. Chauncery 1968)
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When a contract provision is imprecise and effective enforcement would be either impractical or impossible, a court may deny specific performance.
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Walgreen Co. v. Sara Creek Property Co., 966 F.2d 273 (7th Cir. 1992)
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Courts balance the respective costs and benefits in choosing between injunctive and legal remedies.
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Vitex Manufacturing Corp. v. Caribtex Corp., 377 F.2d 795 (3rd Cir. 1967)
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Overhead goes to gross profits and not seller’s costs in a calculation for damages from lost profits
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Laredo Hides Co., Inc. v. H&H Meat Products Co., Inc., 513 S.W.2d 210 (Tex. Civ. App 1974)
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When an injured party elects to cover for breach of a repudiated contract, prayer for general relief supports an award of all damages proven plus interest.
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R.E. Davis Chemical Corp. v. Diasonics, Inc., 826 F.2d 678 (7th Cir. 1987)
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A lost volume seller can claim damages for loss of profit calculated as described in UCC § 2-708(2)
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U.S. v. Algernon Blair, Inc., 479 F.2d 638 (4th Cir. 1973)
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Damages in quantum meruit support relief not only in the reliance interests, but also in restitution.
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Rockingham County v. Luten Bridge Co., 35 F.2d 301 (4th Cir. 1929)
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There is a duty to mitigate damages in contractu
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Tongish v. Thomas, 840 P.2d 471 (Kan. 1992)
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A remedy available to a jilted buyer, if he elects not to cover, is the difference between market price and contract price.
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Parker v. Twentieth Century-Fox Film Corp., 474 P.2d 689 (Cal. 1970)
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Example of how to compare alternative employment options when litigating a wrongful discharge case for damages.
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Jacob & Youngs v. Kent, 129 N.E. 889 (N.Y. 1921)
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In assessing damages in contract, courts balance considerations of justice with considerations of presumed intent in determining which promises are to be enforced.
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Groves v. John Wunder Co., 286 N.W. 235 (Minn. 1939)
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A just application of “cost of performance” rule versus “value” rule in damages for breach by resolving not to reward bad faith and willful breach of a material term.
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Peevyhouse v. Garland Coal & Mining Co., 382 P.2d 109 (Okla. 1963)
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Poor application of “cost of performance” rule versus “value” rule in damages for breach by calling the term breached “incidental.”
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Hadley v. Baxendale, 156 Eng.Rep. 145 (Court of Exchequer 1854)
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Damages in contract should be limited to "incidental" damages, unless the buyer communicates special circumstances to make "consequential" damages reasonably foreseeable.
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Delchi Carrier Spa v. Rotorex Corp., 71 F.3d 1024 (2nd Cir. 1995)
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When nonconforming goods foreseeably lead to expenses to work-around the breach, these various consequential and incidental damages are legitimate and may be properly awarded
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Kenford Co. v. County of Erie, 537 N.E.2d 176 (N.Y. 1989)
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Absent evidence to support a finding that a party contemplated at the time of the contract to guarantee profits, lost appreciation in the value of property peripheral to donated property is not recoverable as foreseeable damages.
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Mieske v. Bartell Drug Co., 593 P.2d 1308 (Wash. 1979)
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Sentimental value is generally not recoverable in damages because it is too subjective to determine with enough precision to serve the purposes of justice.
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Fera v. Village Plaza, Inc., 242 N.W.2d 372 (Mich. 1976)
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Lost profits may be awarded to a new business which is prevented from starting due to a breach of contract.
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Wassermann’s Inc. v. Township of Middletown, 645 A.2d 100 (N.J. 1994)
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A liquidated damages clause designed to penalize breach, rather than to estimate probable actual damages is not enforceable.
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Dave Gustafson & Co. v. State, 156 N.W.2d 185 (S.D. 1968)
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A liquidated damages clause that fairly contemplates the effects of a breach will be enforced.
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