Shaun Tan Case Summary

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1) Was a Contract Formed? Offer - Definiteness & gap-fillers - Implied promise to negotiate in good faith - Ads - Firm offers - Revocation Acceptance - By promise: bilateral contracts - By performance: unilateral contracts - Notice - Subjective acceptance/Silence - Timeliness - Mailbox rule - Counter-offer/Qualified acceptance/Inquiry Consideration - Donative promises - Reliance issues - Bargain - Moral & past consideration - Illusory promises - Legal Duty - Accord & Satisfaction - Waivers - Implied by Fact - Implied by Law 2) Why Not Enforce? Problems with contract formation - Unconscionability…show more content…
EXCEPTIONS: overcome rule by finding a REAL promise - frame illusory promise as unilateral contract => enforceable ex. Gurfein (99): had window to cancel, but didn’t => enforceable ➢ COULD HAVE bound other party if exercise option - Implied promises ➢ UCC §2-306 (2): a contract to engage in exclusive dealing gives rise to an implied promise to use best efforts Ex. Wood v. Lucy (104): mkt designs for profits ➢ ct implied promise: to make reasonable efforts b/c w/o implied promise, the contract would be meaningless b/c structural agreement = incentive to use best effort is built in Ex. Grouse (110): promised at-will job, not allowed to start work ➢ implied promise in at-will jobs = “good faith opportunity to perform satisfactorily’ - Structural agreements Ex. Lacledes(106): supply propane for long period ➢ although not bound to purchase, practical binding exists ➢ pipes connected to Amoco supply source ➢ hostage theory of contracts: voluntarily…show more content…
Factors for consideration a. law’s non-logical implications in interpretation what parties would’ve agreed to (ex. Haines: duration and scope of contract) - policy: at-will doctrine in employment: policy - would’ve agreed to terms had they anticipated situation - had in mind, but didn’t express it b. context - what is the objective of the contract? Is it ambiguous? Ex. Spaulding v. Morse (369): stop yearly payment to trust during time in armed services - enforce according to terms if unambiguous, consider context if terms are ambiguous - not only context at time of contract formation, but also what happened AFTER ⇨ changed circumstances - why look at context? very few contingent contracts ➢ trade-off: value of completeness vs. value of time ➢ impossible to conceive of all contingencies C. Parol Evidence Rule

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