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Law 201 note

by: Chi Zhang

Law 201 note LAW 201

Chi Zhang
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Date Created: 08/03/16
Law 201 Steps to Legal Reasoning: 1. Identifying facts 2. Identifying law 3. Applying the law to the facts 4. Conclusion Chapter 1: Introduction to Law and Legal Reasoning FIRST TOPIC Law: a body of enforceable rules governing relationships among individuals and between individuals and their society (or a prediction of how court system is likely to react to a decision) have some consequences if you do not follow the rules.  Natural Law: a philosophy that law is out there ready to be discovered by anyone A system of universal moral and ethical principles that are inherent in human nature and that people can discover by using their natural intelligence (e.g., murder is wrong; parents are responsible for the acts of their minor children).  Positive Law: written law of a particular society at a particular point in time (e.g. U.S. Constitution, Texas Securities Act, Internal Revenue Code) Jurisprudence: the study of different schools of legal philosophy and how each can affect judicial decision making  Natural Law: idea that law can be discovered by human beings; right or wrong exists and can be discovered by human beings; natural law advocate would strap themself to a tree even though lumber company has legal right to chop tree off bc they believe there is a higher law, "true" law  Legal Positivists: extreme view. no right or wrong, only a process; SECOND TOPIC: Sources of American Law Federal Constitution: supreme law of the land * strongest Statutory: law that is passed by Congress - how a bill becomes a law, becomes a statute Common Law: judge-made law * weakest Federal System in the United States (51 jurisdictions (power): 50 states and 1 federal gov) division of power between states and federal government Stare Decisis: the doctrine by which judges are obligated to follow precedents established within a particular jurisdiction (idea behind standing behind decisions) Precedent: authority for a prior judicial decision by judges deciding subsequent disputes involving the same or similar facts and the same jurisdiction's substantive law  Binding authority: primary source of law a court must follow when deciding a dispute. This includes all constitutional provisions, statutes, treaties, regulations, or ordinances that govern the issue being decided, as well as prior court decisions that constitute controlling precedent in the court's jurisdiction  Persuasive authority: any primary or secondary source of law which a court may, but which the court is not bound to, rely upon for guidance in resolving a dispute  If you want to overcome the common law, create a statutory law  court has authority to decide whether a statute is a constitution Pennsylvania: 1. Supreme Court, 2. Court of Appeals, 3. Trial Court Supreme Court can overcome to precedent if they change their minds about a law during Trial Court Jury decides which facts are true or false. Don't have all the power to decide Court of Appeals - reviewing record produced by the Trial Court (usually more than one judge) Hierarchy: U.S. Constitution > federal statutory law (if constitutional) > state constitution > state statutory law > local ordinance > administrative rules ad rulings > common law (judge-made law) Questions: 1. After WWII, an international tribunal of judges convened at Nuremberg, Germany and convicted several Nazis of "crimes against humanities." Assuming that these convicted war criminals had not disobeyed any law of their country and had merely been following their government's orders, what law had they violated? Explain Violated natural law 2. How does a statutory law come into existence? How does it differ from the common law? Statutory: made by Congress Common law: made by judges Statutory law would overcome common law 3. 4. Which law takes priority in the following situations and why? a. Federal statute conflicts with U.S. Constitution Constitution governs because strongest law in the land b. Federal statute conflicts with state constitutional provision Assuming that federal statute is constitutional, federal statute is going to take precedent over state c. State statute conflicts with common law of that state Statute is stronger than common law d. State constitutional amendment conflicts with U.S. Constitution U.S. Constitution is going to control 6. 7. 8. Chapter 5: Ethics and Business Decision Making Ethical Reasoning: 1. Identifying ethical question (facts) 2. Identifying ethical standard 3. Apply ethical standard to the facts 4. Conclusion How you know you have an ethical question - it's an ethical question if the answer has an impact on other people Ethics: moral principles and values applied to social behavior Business ethics: moral principles and values applied to situations that arise in a business setting  A particular challenge facing businesses is ethically balancing the competing demands of multiple groups of stakeholders – e.g., shareholders, employees, retirees, suppliers, creditors, customers, the communities in which the business operates – whose lives are affected by business decisions. How to resolve those - what our ethical standards are going to be Ethical Standards: 1. Rule based: law or can be based on religious belief or philosopy belief 2. Outcome based: maximize utility 3. Hybrid/Golden-rule Pavlik vs. Lane:  Huffing: intentionally inhaling contents in aerosol cans for purposes of getting a high  Stephen Pavlick, 21, used a butane lighter for huffing and died inhaling the flames  Butane ligher has a warning  Product liability: 1. Defective product (manufacturing defect, design defect), 2. Caused injury  Design defect - affects everyone and is really dangerous  If a product is more dangerous than the consumer would expect (defects)  Label says warnings  Trial court dismisses case, so goes to Appeals Court and says that warning was adequate or sufficient enough and give chance to go to jury trial Questions: 1. Some business ethicists maintain where personal ethics deal with right and wrong behavior, business ethics deal with appropriate behavior. Do you agree? Personal and business ethicists are not different. There may be more stakeholders in business but not that much different. 2. Commission is planning on creating a new subway system. Susan's brother-in-law, Jerry, who owns the company submitted the lowest bid for the system. Susan knows that he can complete the job with the estimated amount but she also knows once he completes this job, he would sell his company and quit working. Susan is afraid the subsequent management might not be easy to work with if provisions need to be done. Could be instability. Does Susan have the right to let the state know? Susan does not know anything that she can go forward with. Her brother might consider retiring. She also doesn't know if the new management is harder to work with than anything. She can recuse or step out of the decision because she is related to one of the bidders. 3. Assume you are a high level manager for a shoe manufacturer. You know that your firm can increase the profit margin by producing shoes in Indonesia where you can hire women for $40/month to assemble them. You also know that the human rights activists recently exposed another shoe manufacturer for hiring Indonesian women for similarly low wages. You personally do not believe paying $40/month is unethical because it is higher than the average wage. Assuming the decision is yours to make, should you hire them or avoid negative publicity? Alternatives? What is best for the firm? There are a lot of stakeholders that will be affected by this decision, mainly the firm. If negative publicity will be worse for the firm than having profits, then should not make that decision. Financially healthy You may be paying less for something and may get less. Need more information 4. Steel Company owns many steel plants. One is older than the others and is inefficient. Cost of production is twice as high as any other. Cannot increase price because of competition. Close the plant, what factors need to consider? Will the plant violate ethical duties? Duty-based and rule-based ethics Affects shareholders, employees in plants, towns Unprofitable so no reason to keep the plant open. Another thing to think it will be profitable in the future, but if the plant is that inefficient and refurbishment will not being beneficial. But long run, does not make sense if no profit to keep plant open. Can open jobs up someplace else Midterm: Monday, June 9th Final: June 26 multiple choice questions 24 hours to complete midterm & final midterm: 90 mins to finish the exam final: 90 mins Chapter 10: Introduction to Contracts Contracts: promise the courts will enforce Promise: the manifestation to act a certain way in the future Enforcement: the court will recognize your right to performance by the other side the court does not insure performance so even if you win a lawsuit against them, cannot get money Get a judgment Court order more serious Execution Process:  record a docket of judgement  writ of execution  personal and real property the defendent owns in the jurisdiction  sheriff levy - he will take possession of property and will sell the property to pay judgment back  if he doesn't have personal or real property, no way to get money back Promises:  Ride up the hill  Dinner will be ready in 20 mins  I will sell my car for $15,000 How can we tell which promises are contracts? Contract law: purpose is to facilitate the operation of economic system Purpose of economic system: scarcity, opportunity cost; allocate scarce resources Free market - "invisible hand" - like one vote per customer, but one dollar one vote - aggregate demand - efficient or inefficient allocation of resources Contract law is the method that results aggregate demand which allocates the resources to allow people to make bargains they have confidence in Which promises are contracts? Those promises the parties intend to create a legal not just social relationship Problems: Promise: 1. they both perform 2. no one performs * 3. one person performs when the other one doesn't K (contract) = what was the parties intent (objective: legally you are deemed to intend that which a reasonable person would think you intended based on your objective manifestations (things you do that parties are aware of, not things going on your head)) Essential requirements for contract (first go thru this to make sure there's a contract): 1. Offer/Acceptance 2. Consideration - give something of value to get something of value Policy 3. Legal object - if something illegal is going on, cannot be enforced (e.g. cocaine) Policy 4. Capacity - anyone under 18 or under influence of drugs or alcohol cannot have contract enforced Types of contracts: 1. Implicit in fact - action 2. Expressed - words - oral/written 3. Implied in law - NOT a real contract (Quasi contract) Requirements in textbook not agreed by professor Implied in law (Quasi K) Conditions: 1. Benefit given by plaintiff (complaining) to the defendent 2. Defendent must be aware of it and retain it 3. Unfair or unjust to allow the defendent to keep the benefit without payment Ex: a guy cleaning windshield from nowhere before the traffic light changes, then asks for payment the guy: plaintiff, defendent: you. NOT unfair Ex: painters started painting the house and he sees them. he knows he didn't hire them so he'll come back after they're done and not pay. Unfair? Yes because he could have stopped them. Don't have to pay what's on the bill. How can you fix the unfairness? Ex: Same example but what if you didn't know that the painters painted the house? No unfairness Emergency exception: Doctor sees an unconscious victim - doctor can send bill Show what you have to prove to win, dont get hung up on whether you can show proof Industrial Lift Truck Service Corp v. Mitsubishi International Corp. Contract between Mitsubishi International and Industrial Lift Contract: don't have to give a just reason if they give a 90 days notice Industrial Lift was selling forklifts in the U.S. & came up with design changes that made them more attractive Mitsubishi continues to use the design after they stopped the contract, and Industrial Lift wanted payment for it Industrial Lift gave the design changes as a volunteer There was no agreement (offer/acceptance) So they talked about Quasi contract. Conclusion: cannot use a Quasi contract if there's a specific contract already Expressed & Implied in fact Contracts 1. Suppose Everett, a local businessperson, is a good friend of Al Miller, the owner of a local candy store. He buys candy often but sees that Al Miller was busy one day so he just waved a dollar candy door and walked out. Not an expressed action. Acceptance: Everett taking out the candy bar Got Offer/Acceptance & Consideration Assume capacity unless facts say they don't Implied in fact based on the actions 2. Janine was hospitalized with sever abdoimal pain and placed in an intensive care unit. Her doctor asked for nursing care. They provided nursing care for her in the hospital for two weeks and two more weeks at home (limited). The nursing care charged her money but she didn't want to pay because there was no contract in writing or in words. No express contract, can nursing care still get the money? No offer/acceptance when in the hospital because may not have capacity No express contract, not implied in fact, so implied in law Defendent must be sure of it and retain it. Unfair? Under emergency exception, Janine is going to be liable for the "in hospital" portion At home portion of care She knows what's going on & expect payment No express contract, so implied in fact contract? before going to implied in law Have implied in fact Silence does not always mean acceptance but her actions (letting her in her home) Types of Contracts: Bilateral: exchange of a promise for a promise Unilateral: promise for an act - perform the act first before enforcing promise - cannot revoke after performance act has begun (for a reasonable time) Atencio is confined to his bed. He calls a friend who lives across the street and offers sell her his watch next week for $100. If he is to accept, he should post a red piece of paper by the window if he accepts. Bilateral or unilateral? Bilateral - promise to give the watch in exchange for a promise to pay Burger Restaurant engaged Air Advertising to fly an ad above Connecticut beaches. Offered $1000 to any person who could swim from the Connecticut beaches. Someone does for 4 hours and then contract gets revoked and then swims for 6 more hours. Does he still get the money? Unilateral: because he began swimming, they're going to have to pay $1000 Types of Contracts: Formal: rare (negotiable instrument, ex: checks) Informal: what we focus on Execute Execotory Valid: enforceable Void: of no legal effect (ex: buying cocaine) Voidable: one party can treat it as void or enforceable and the other party has to follow Unenforceable: contract was enforceable at some point but after an event, it's not enforceable anymore Session 5 CHAPTER 10: Agreement 1. Offer/Acceptance 2. Consideration 3. Legal Object 4. Capacity Today: Analysis on Agreement (Offer/Acceptance) Objective intent Offer: puts power to create a contract in the hands of offeree Offeree - one to whom offer is made Offeror - one who makes offer Requirements for an Offer: 1. Intent to Contract - promise to exchange one thing for another - seriously made 2. Communicated by offeror to offeree (freedom of contract (free to enter into bargains) - but) For ex: John, I will sell you car for 50k and Mary hears it, Mary accepts. Don't have to give to Mary because not communicated to her. But: civil rights, discrimination (cannot pick and choose irrelevant things like gender, pregnancy, disabilities, races) 3. Reasonably definite and certain - has the parties given the court enough that they can tell things have performed and whether it's been breached - Breach - Remedy If a statement meets these three requirements, then it is an offer. If an offer is made, we have a possible contract if someone accepts. Lucy vs. Zemmer: 1954 case - agreement to sell the Ferguson farm. One night Lucy stopped in to visit the Zemmers. Lucy said to Zemmer "I bet you wouldn't take 50,000 for this place." Zemmer said "Yes I would to, you wouldn't give 50k." Convo ended up selling the farm for 50k. Drank whiskey and then had light conversation. Lucy told him to make up a contract and then sues him for not following through. Zemmer fought that he was drunk and the trial court agreed with him; Lucy filed an appeal. Was an offer made? Did not have the intent to contract and lacked capacity Lack capacity: < 18 yrs old or under influence of alcohol and other drugs - voluntary and involuntary consumption - for involuntary, subjective and for voluntary, objective standard. Question if voluntary drinking: does a reasonable person on the other end know that you are too drunk to be forming a contract? Bound to contract even if drunk, if you can Court found that in the position of Lucy that Zemmer was serious Capacity > alcohol and drugs > voluntary > objective - Written contract, written twice, real estate, had both wife and husband Would a reasonable person on the other side think they are serious? Legal Reasoning 1. Identify facts 2. Identify laws 3. Apply law 4. Conclusion Leskowitz v. Stores Advertisement: Saturday 9 am sharp, fur coats worth 2 100$, 1$ each Defendant show up in the store with his dollar. He goes to the store and tries to buy a fur coat. They say it's for women only Next ad: Sat 9 am, selling 1$, first come first serve Defendant was first to show up. He goes to the store and tries to buy the items. Say it's for women only Question: is this an offer? Hypothetical question: For Your Entertainment Hypo: New Sony DVD player, $400 only at FYE Sees this in a newspaper ad and gets $400 and go to the store. The store says there are no more. Wants to see them for a breach of contract. Use legal reasoning to figure this out. Is this an offer? Yes, it's an exchange from one to another. Communicated? Yes, it has been communicated thru paper. Reasonably certain Court says: ads are not actual offers because oversubscription risk. Basically, if you buy something from an ad, you are making a contract to buy. Then it's the store who can decide whether they're gonna sell Back to Leckowitz Is that an offer? First you say it's an ad so it's not an offer. First, is there an oversubscription risk? Yes there is. Offer for a unilateral contract. Promise for an act. Cannot oversubscribe. Overcame overscription risk because it's an offer for a unilateral contract. Intent to contract (check), communicated (check), reasonably certain? (it says up to $100, which is not certain) so it is not an offer Now the second ad: the court can tell what a remedy is because it specifically tells how much the items are worth. Thus the defendent will receive the worth of the amt minus a dollar In textbook: (compare vid with txtbk, 40:40) Ways by which an offer can be terminated: Acts of Parties: Acceptance: contract is terminated when accepted Revocation: by offeror - revoke an offer any time before due except offer for unilateral contract Rejection: by offeree - once offer is rejected, it's dead. Offeree can't bring it back once rejected but offeror can restate their offer again or offeree can become the offeror and offer the same contract again Counteroffer - by offeree - acts as a rejection Lapse of time - offer will remain for 10 days - 11th day, offer terminates - offer doesn't last forever Guy 1 wants to sell Guy 2 a car and Guy 2 says he has to ask his wife. So Guy 1 tells him he has 5 days. Guy 1 ends up selling car next day and revokes contract but Guy 2 says he has until 5 days. Court will side with Guy 1 because the "5 days" rule is only a promise, not a contract. Unless Guy 2 gives 50 bucks to Guy 1 to keep the offer open until end of 5 days. Destruction: if object is destructed while contract is pending, then contract is terminated Death: contract is terminated while contract is pending. If you die when second guy says yes, estate still has to follow the contract Legality: If trying to sell pen for 10 bucks, then Congress declares pens as illegal, contract terminates Session 6 Acceptance - at moment it becomes effective, it creates a contract (if the offer is still good) I. Requirements: 1. Mirror image - got to accept exactly contract says 2. Intent to accept (If someone says "if you stay quiet, you will buy this". does not mean you accept) 3. Communicated by Offerree to the Offeror II. When it becomes effective An acceptance may be effective when sent - if it is sent by authorized means ("AM") Nothing else - offer, counteroffer, revocation, rejection, etc. is effective when sent - only when received (face to face, sent is same as received; if two parties are distant, time lag) Authorized means: Did the offeror: (i) control acceptance in offer (if they want you to ride an elephant with a banner saying accept) or (ii) define AM in offer (fedEx, mail, telephone) ` If no to both (i) and (ii) (offerror is silent re acceptance) then **** (diff from txtbk) AM are the same exact means as were used to communicate the offer Exception to AM: If sending of acceptance is preceded by the sending of of a rejection then the first received by the offerror controls Session 7 2. Sachs, operating a sole propertership has a large piec of used farm equipment for sale. He offers to sell the equipment to Barry for 10,000$. Discuss the legal effects of the legal effects on the offer. a. Sachs dies prior to Barry's acceptance and at the time he accepts, he is unaware of Sach's death. Ans: the offer terminates. Barry cannot accept. Barry unaware of it doesn't matter. because he died while offer was pending b. night before Barry, equipment ges destroyed Ans: offer terminates c. Barry pays $100 for thirty-day option to purchase the equipment. During that period, Sachs dies and Barry accepts the offer knowing his death Ans: contract still holds. Death would affect a pending offer but will not affect a contract (Barry paying for the 30-day option contract makes the offer open until after option period) d. Barry pays $100 for a 30-day option to purchase the option. During that period, Barry dies and Barry's estate accepts the offer within the stipulated time period. Ans: Sachs has to perform. 3. Ferez sees ad for a book for $22.99. All he has to do is request for a 30-day trial. If he does not return it by then, they will charge him for #22.99. Discuss whether Ferez and ABC have a contract under circumstances: a. Ferez gets the book and makes repair and fails to return them within 30 days. Yes there is a contract. The acceptance boils down to Ferez's silence/not returning the book. Gotta show mirror image. Show intent to accept. Sending that card means agreeing he would pay 22.95 if he never returned the book. b. Ferez didn't send in the card abut gives him the book anyway. Ferez doesn't return the book within 30 days. Unilateral trick. Bookseller wants the sending of the book to be a representation of Ferez agreeing to it. Forcing a contract on someone so courts are against it. It's not fair to force it on him. Diff from a and b is Ferez sending him the card. All b has is his silence, which doesn't bound him 4. Thurs, Dennis mailed a letter to Tanya's office offering to sell his car for $3000. On Saturday, having changed his mind, Dennis sent a fax to Tanya's office revoking the offer. Tanya did not go to her office over the weekend and thus did not see the revocation before Tanya already accepted it. Tanya asked for the car but Dennis said he revoked it before she accepted it. So is this still a contract? First, mailed a letter to Tanya's office not indicating how to accept the offer. Therefore the authorized means would be mail. On Sat., he sent a fax - he can revoke a contract before acceptance. Sent: putting it into a process reasonably calculated to be given (ex: placing a letter to the outbox for secretary and then the mail postage people to pick it up) Received: (cannot receive the letter by not opening hte letter) - you receive it when it comes to your diminion and control . once it comes within deminion and control. This case: Is it reasonable to assume that Tanya is working over the weekends so she can receive it? If they have been negotiation over the weekends, then it would be reasonable for Dennis to believe Tanya was going to be there. If no negotation over the weekend, then reasonable people don't work over weekends. No contract - because she sent the letter while she was in the office. Session 9 Rivendell Forest Products had a computer program that allowed it to quote prices to its customers many times faster than its competitors. To keep the system a secret, Ravendell insisted that all of its employees, including Timothy Cornwell sign a confidentiality agreement in 1988. Cornwell was employed by Rivendale from 1987 - 1990, when he left Ravendell to work as a marketing manager for a competitor company. Cornwell introduced to the system to the competitor company and breached the confidentiality agreement. The trial court held that the confidentiality agreement was not a valid contract because Rivendell had failed to provide consideration, such as a salary increase or a promotion in exchange for Cornwell's promise to keep the system a secret. If Cornwell had signed the confidentiality agreement when he was first hired, would the result have been the same? Explain. Main focus: how you protect intellectual property - one way is using a confidentiality agreement - they used contract law here. Relevant promise: (not being performed) Cornwell's promise not to disclose the system. Cornwell: promisor Rivendell: promisee Legal sufficiency: legal detriment to promisee or legal benefit for promisor Rivendell did not a detriment nor did Cornwell get a benefit SO NO CONTRACT. Cornwell is not bound to this contract because it's not enforceable If you got into Golden Sach's but have an app to Law School, can tell them consideration to keep the offer open: I will not interview for other positions in exchange for kind offer to keep offer open John: seller James: Buyer Contract: John is selling his house to James for $200,000 - sig contract on May 15 Closing is scheduled for August 15th (no exchange of money and title (deed) until Aug. 15) On June 15th, James called and said he can't pay the full 200k from his bank and instead will pay 175k TOMORROW if he agrees he will accept it in full agreement John says yes and James says yes. John refuses to deed the property on the closing date unless he gets the extra money. But James said that he agreed to the 175k as the full payment. NOT A SETTLEMENT OF DEBT. NOT PAST DUE Relevant promise: John's promise to accept 175k as full payment John: promisor James: promisee Legal sufficiency: legal detriment to promisee or legal benefit to promisor. James' legal detriment - paying early (doing something that she's not legally obligated to do) we do have legal sufficiency Bargain for exchange: promisee's legal detriment (James' promise to pay early) must have induced the promisor to make this promise (induced John to make his promise) AND promisor's promise (John's promise to accept 175k) must have induced the promisee's legal detriment (James' early payment) or induced the legal benefit given to the promisor. Bargain for exchange satisfied CONTRACT IS ENFORCEABLE NOT PAST DUE because debt is not past due Last chapter Promissory Estopple (Detrimental Reliance) Equity v. Law - equity was a reaction to law - put law and equity together into one system Equity's answer to enforceable promises (reaction) Estopple: stop Requirements for promissory estopple (must satisfy all three) 1. Actual promise that the promisor should reasonably expect to induce action or reliance 2. Actual reliance by promisee -- changed his position 3. Fairness and justice require the court enforce the promise Old man that went into Philly. Couldn't find his work bc of fire. Helped old man and he promises to give 5k for kindness. look forward to getting the money. Found out under consideration approach there is no consideration, so no contract. but say that you went and bought a car thinking that he will get the money the next day. can try promissory estopple but will prob not work with the third requirement Aunt Su hypo Easter dinner Jane was going to work over the summer to pay for her tuition Aunt Sue: you do whatever you want this summer - I'll pay for your senior year tuition at Lehigh Jane (Lehigh student): thanks Jane thus goes and works on Save the Whales boat as a volunteer Bursar says Jane's tuition is not paid Calls Aunt Su up and says "sorry forgot about it, not being able to pay for it" do we have a contract? no because no bargain for exchange do promissory estopple and will fulfill it (will only pay for the unfairness to cure it) Session 10 CHAPTER 12: Capacity and legality (last two for contract) CAPACITY all parties have capacity except: (1) minors < 18 yrs old (2) people under the influence of alcohol or other drugs and (3) person suffering mental infimity Void: no legal effect as if it never happened Voidable: one party may treat the contract as void Contracts with minors are voidable with the minor's option Minor may disaffirm any time prior to and for reasonable time after the age of maturity (18) To disaffirm the minor must -communicate by action or words to other party, -must be in time and -return anything left and gets his side back for majority of the states: minor must return whatever he has left of the consideration received (kid wraps car around a pole and tells them he disaffirms - so they have to pay him his money back and he returns the broken car) Minority rule: Dodson v. Shrader (don't use minority rule on midterm) - kids have to make restitution, have to pay for the depreciation of the property Special cases: Necessaries: food, clothing, shelter, medical care Minors have to pay for the REASONABLE value for necessaries if they have no other source of supply For ex: son gets disagreement and leaves and finds an apartment. can't find a job and can't buy food, etc. so returns home. so what happens to the 1-yr lease apartment? landlord says it's a necessary and that he has to pay BUT it's not the son's ONLY source of supply. he has other source of supply (his actual home) Emancipation - there's an agreement where the parents are no longer responsible for the minor (marriage) Ratification - agree to become bound on the contract If a kid ratifies when he reaches 18, he cannot disaffirm - can be express or implied Capacity for alcohol Voluntary: objective (if the person seemed sober and the other person seemed to reasonably think he was serious, then he is bound) - would a reasonable person in the other position think they were too drunk to go into the contract Involuntary: subjective - cannot be bound pg 255 1. After Kyra had several drinks and sold her necklace worth thousands of dollars for 100. Next day, she goes to Charlotte to give her her $100 back to get back her necklace and she refuses. Kyra said she was under the influence so she is not bound to it. Not enough facts, but she was voluntarily drinking. Was she so drunk that the other party should have known she was too intoxicated to know? selling a necklace worth thousands of dollars for 100 makes her seem that she was too drunk LEGALITY Minority rule: Dodson v. Shrader - DO NOT APPLY ON EXAM UNLESS TOLD SO 16 yr old Dodson bought a pickup truck from Shrader's auto. Truck developed problems and mechanic says burnt valve. Without repairs, he continued to drive it. Engine blew up and truck was inoperable. He went to dissaffirm it to get his refund back. Shraders refused to. Minority: the child has to pay for use so responsible for damage of the vehicle Condition: no overreach, no influence, contract is fair and reasonable, kid paid the price, and take the car into use LEGALITY Legality: a contract will not be enforced if its performance will violate a statute or public policy for ex: selling cocaine Statute - Exception: licensing statute - only if the licensing statute is to raise revenue (not to protect the public) then maybe enforced A contract whose performance will violate a licensing statute that is only to raise money is enforceable Examples: Plumber - need a license Hire Bob the plumber to do work for $5k. Then he finds out Bob doesn't hav e a license to be a plumber so he will not pay the plumber. Violates the licensing statute. If the licensing statute is just to raise money, then the contract is enforceable. Let's assume that to get a plumbing license is to pay a fee so EXCEPTION TO RULE so he has to pay Bob Assume Bob is a doctor - need a license - need to pay the fee, education, and pass exam to prove competence - protect the public - you don't have to pay the "doctor" People need a license to sell liquor - only need to be +21yr - bartender doesn't have license and the bill turns out to be $200 so they don't want to pay for it. Is this to protect the public? This is prob only a revenue-only statute. so they have to pay the 200$ PUBLIC POLICY: (competing interests) 1. covenant not to compete - promise made by employee or by someone who is selling the business that they will not compete for a period of time - for ex: employee leaving IBM cannot go to a competitor for a job until 3 yrs problem: it restrains trade unless they want you to promise to not open a drug store near the old one because the old one has goodwill - another example: "Greens Drug Store" (pharmacy) Greens is the only drug store in Bethlehem and built up good will - want to buy Greens Drug Store - goodwill, building, inventory stock, land - on other side, Green opens up Greens Original Drug Store - so essentially the Greens Drug Store goodwill got taken back Sherman Act/ Clayton Act Any contract combination conspiracy in a restraint of trade is illegal Cannot just do this to get rid of competition - need to do this for the economy's benefit (two drug stores cannot fit in one small town) 2. unconscionable contracts 3. exculpatry clause Covenants not to compete Requirements (both requirements needed): 1. ancillary - must be part of another agreement - can't stand alone (employment contract / sale of a business) 2. must be reasonable - time and geographic scope should be reasonable Example: Sam wanted to open another drug store in Bethlehem when only Greens is the one there. Greens says he will give him $100k to move his business elsewhere never within 20 miles. Not ancillary - no part of another agreement, purely anticompetitive Example: Famous NY hotel for food. Contacted a famous chef to work for them. The contract says if he leaves the NY hotel, he cannot work for a hotel in NY, NJ or PA for a year. After 6+ months he terminates his contract and then starts working for a famous NJ restaurant. Is the covenant to compete enforceable? 1. Is this ancillary? Yes employment contract 2. is it reasonable? they spent so much on marketing efforts and they don't get the benefit of it, someone else gets it so that's not fair. also business reputation: people are coming here and disappoint them and will leave to go across the street. But the geometric scope is kinda too far (depends where the marketing is) Unconscionable Contracts (contract is so unfair that it shouldn't be enforced) Must be both 1. procedural unconscionability (party didn't really have a free choice - forced to agree or contract was such that he couldn't understand - no ability to negotiate in the contract) 2. Substantive unconscionability (the terms are extremely unfair) Hypo: Furniture store operates in a poor neighborhood. and the people buying the furniture did not understand the contract because of poor education. unfair because not payig debt off of one piece of furniture, means they take every piece of furniture Another hypo: a film place promises to convert a cd to a vhs. liability contract that says if they accidnetly lose it, they will only be giving back the undeveloped tape. doctor's tapes got lost so he sues. Does not fulfill substantive unconscionability Session 11 Chapter 13 Offer/Acceptance Consideration Capacity Legal object Unconscionable Contracts Requirements (Must be both) 1. Procedural unconscionability (literally have no choice or no choice to negotiate) 2. Substantive unconscionability (unfair) pg 255 #4 Patricia suffered heart attack in Phoenix medical center. Her family cannot afford the payment but her husband signed a contract with the medical center to pay for her expenses. He just signed and he said he was so upset he didn't even remember signing anything. no bills Procedural unconscionability: given the context, this is not the time that you are in the mental frame of mind to read throug the contract, you just want your wife to get services. but not unfair for the hospital expecting payment Last topic of exculpatory clause (some states not at all) (need BOTH requirements) 1. freely and knowingly entered 2. is the contract one that is important to the public. If yes -> won't enforce (housing - rental, medical services don't work) - Must be recreational Exculpatory clause: it's a clause dealing with torts (civil wrong) - Intentional torts: does not work - Gross negligence: does not work for exculpatory - knew of risk but went ahead anyway - For ex: have to sign a contract for amusement park - Negligence: didn't mean to hurt the guy (accident) - if you fail to act like ORPP (ordinary prudent person) - cause injury then liable for injury (someone at Wegmann's knocked over something and then someone slips if Wegmann's didn't clean it up after an hour or half an hour) The exculpatory clause uses contract law to try liability for negligence. For ex: if you want to go parachuting you have to sign this contract to ensure that you cannot sue the company for negligence Some states don't follow exculpatory clause. For ex: the helmet rule. when someone doesn't follow the rule, society has to pay for medical bills if they can't. defeats public policy Norbert applied for a job for Traveler's Inn. Was sent to take an exam and needed to sign a liability contract that says they're not liable for anything if they got hurt. Norbert was told to lift up a box, got injured. It was freely entered in to and this was important to the public (medical bills) so the contract is not enforceable Beaver v. Grand Prix Karting Association Thorothy rode go-carts and she had to sign a liability contract before riding. During next year's event, a foam padding as a barrier was torn from the base and end up on the track. Padding struck her head and caused a multi-car collision. Could not find her for the next year's Freely known into. Cart-racing is recreational so the exculpatory clause will be enforced. Due to last year, they assume that she knew and agreed the terms to the exculpatory clause. IMPLIED KNOWING End of Session 11 _________________________________________________________________________________ CHAPTER 14 Genuineness of Assent (Conduct of Invalid Assent) - things that say that this contract should really not have been enforced For example: Professor signs a note saying he's paying John $5k. Professor says that the note is not enforceable. Goes to court. The court sees a video where John is pointing a gun to professor's head. This is the case where it seems to be an offer/acceptance but it was forced Conduct Invalidating Assent (Contract defenses) 1. Mistake 2. Fraud - Real fraud/ fraud in execution - fraud in the inducement 3. Duress - physical (gun to the head) - economic duress 4. Undue Influence (where one party has grown to rely on someone else) (for ex: the mom just relies what her trusted son was and signs whatever there is) trusted party gets benefit Mistake: must be a mutual (not unilateral - both parties) mistake of fact (not value) ex: know violins and goes to a garage sale - buys it for 5 bucks - seller then sees an article that says the violin is very rare and costs 600k, tries to get it back but cannot because both parties know it's a buy and sell ex: pick up violin and buys it for 5 bucks. it doesn't sound right, finds the declaration of independence inside it. seller reads this article in newspaper. In this case, both made mistakes because they both thought they were buying and selling a violin not violin + declaration of independence Session 12 Mistake: 1. Both parties believe the same incorrect fact - Yes 2 One party is mistaken while other is correct - No Ex: someone ordering printing work mistakenly ordered 10 million paper 3. Both parties believe something different but both beliefs are reasonable - Yes mutual Ex: Rarity Collection and Swiss Coin Collection - one party bought the "The Swiss Coins" - one party thought she was buying both the Rarity Collection & Swiss Coin Collection & the other thought it was just "Swiss Coin Collection" 4. Both parties know they don't know and contract on that basis - No Ex: estate auction had a large safe that had another safe in it - they had the combo key to the large safe but didn't have the key to the small safe - and then they found 25k inside the lock - both parties knew that they both didn't know what was inside it so NO MISTAKE pg 270 SImmons finds a stone that he believes to be quartz. Jetson also too and then purchases it for quartz. Find out it's a diamond that's 10 mil. They both believed it was the same exact fact (quartz) FRAUD a. Fraud in the execution (real fraud) - one party does not know and does not have a reasonable opportunity to learn of the contract or its essential terms. Ex: if someone knocks on your door, please sign here. Then he signs it and gets a call later saying he needs to pay for a promise Ex: There's a concert and the celebrity signs autographs and signs a contract instead b. Fraud in the inducement - lie to someone to get them to enter the contract Fraud in the inducement: 5 requirements: 1. Misrepresentation 2. Fact (not opinion) - exception: Vokes case 3. Material 4. Scienter - guilty mind - the speaker knew it was untrue - or lacked reasonable basis to believe it was true 5. Justifiable reliance - puts burden on listener - cannot believe a lie if you knew or should have known it was a lie Ex: "It's a great car, it drives like a dream" no facts, so they should not have gotten in the contract. need FACTS Ex: two brothers went to used car dealer - they said they need an AC - they took a two hour test drive and wanted to purchase the car - couple of weeks later, they returned the car because there was no AC - misrepresentation - no AC is a fact - clearly material - car dealer should have known whether it had AC - justifiable reliance: no fraud because no justifiable reliance, they should have known - they should have tried the AC pg 270 Grino tells Tanner that it netted 32 million dollars and it will get 45 mil dollars. Motel books actually says netted 15 mil. Tanner bought the motel and realizes that it only netted 18 mil. There was a planned by-pass to route 100 so lessen traffic 1. Last year's profit was $30 mil (it was only 15) 2. Next year's profit was $45 mil (he only made 18 mil) 3. Planned by-pass to Route 100 Looking at #2: is this fraud? No misrepresentation because future predictions are not a misrepresentation Looking at #3: not saying anything is not a misrepresentation Looking at #1: Last year's profit was $30 mil - clearly misrepresentation - fact - material - scienter, yes - justifiable reliance - the books clearly showed 15 mil - the buyer should not have relied on the seller's statement Lund offered to sell Stick his car and told him it had 25,000 miles and no accidents. The car probably had at least 50,000 miles. However, he had someone to look at the car. Stick purchased it anyway when knowing the damage after looking at it. So buys it and decides to rescind it. Misrepresentation, fact, material, scienter, justifiable reliance? Stick chooses to buy the car anyway Vokes v. Arthur Murray Inc. Arthur Murray runs dancing schools. Vokes is a widow who wants to become a dancer. She was invited to a dance party on Arthur Murray franchise. She was complimented well and then they convinced her to buy dance lessons which she got. She then realized she's not a great dancer so tried to get her money back thru misrepresentation. But not a fact. In some cases, you can treat an expert's opinion as a fact. Because they're running a dance school, and misrepresenting her dance skills Innocent misrepresentation - eliminate Schienter - not fraud Tort of fraud (intentional tort) (adding damages to the 5 requirements) Duress: Physical Economic (three requirements) 1. threat of economic harm caused him to agree (bankruptcy) 2. economic trouble caused by defendant 3. defendant in causing economic trouble was wrongful or illegal Examples: liquidation sale - sale of a car worth $15k and buy it for $9 and he pays for his car - during that week, the sales have increased and no longer in brink of bankruptcy so no liquidation sale - they say they only sold the car bc they were going to be bankrupt they may have sold the car at a cheaper price because of economic harm, but the defendant (buyer) did not cause the trouble nor was it wrongful or illegal - so seller can get the car for 9k Examples: bank loan - company called Nation Corp. enter to a contract with Chase for a loan - Chase was ready to declare the note in default and ready to go and take assets - Nation Corp also have other lenders from Citi Group and Wakovia - if he defaults in one loan, then defaults in all loans - Chase says if Nation guarantees for the loan (which means now Nation's personal stuff is on the line v. before where only the corporation is) - Chase was going to do this 1. threat of economic harm yes 2. caused economic trouble by threatening to accelerate the company loan 3. nothing the bank did was wrongful or illegal so GOTTA PAY Examples: IUC v. NET conduit under Mystic River Plan to do the work in the summer Contract price: $150k Due to delays by NET so there were changes and the work has to do in the winter - said that has to be more When NET got the bill, refused the bill - did not pay anything on the bill for the entire bill Fair price: 550k After a year, offer them 250k - must sign a release agreeing to accept this as full payment unliquidated debt so first contract was enforceable (more is more) IUC had economic harm IUC teconomic trouble caused by NET (paid 0) Wrongful or illegal difficulty Economic duress Option Contracts: promise to keep the offer open (like paying for the offer to be open) is an option contract (or you tell them you're not going to buy another car within a couple of days) If you don't have consideration for a contract, you can try promissory estopple extend contract a longer time than it originally ran (sports player that signs a contract and wants the sports team to give him a raise - a way to get consideration to pay them more money than obligated is to give thema contract to work even longer, another 3 yrs) 0:58?? Looking at fraud, five requirements for fraud. Looking for negligence misrepresentation (4 of the 5 requirements) guilty mind requirement - You don't have to prove that the party knew it was false Revocation - offer to sell the car for $10k and say you'll think about it. Mutual friend says that the guy already sold the car. Is that a revocation? yes that's a revocation and cannot accept it Will not eliminate something based on adequacy Silence as acceptance - usually not an acceptance PART II Coverage: Written Contracts - Statute of Frauds - Parol Evidence Transfer of Contract Rights & Duties Third Party Beneficiaries Performance & Discharge Remedies for Breach Warranty & Product Liability Statute of Frauds: a statute that requires certain types of contracts to be evidenced by a writing in order to be enforceable. The following types of contracts generally must be evidenced by a writing to be enforceable:  Contracts involving a transfer of an interest in real property: o ONLY three types of contracts: sales, mortgages (lean on the property that secures the loan, not the loan itself), leases o Landscaping does not count for example  One year contracts o Contracts that cannot BY THEIR TERMS be performed within one year after the date the contract is formed (e.g., a five year employment of contract): likelihood of performing within one year not relevant; measuring date: date contract is formed. for example: a contract providing for 8 months of services that begins in five months must be in writing  Contract formed on April 1st and the work will be on Sept 1st and will be finished May 1st  Measured April 1 to completion May 1st  Not looking at how likely it will take one year. Does the contract take one year  Does this contract have to take more than one year BY THEIR TERMS  Assuming no death or bankruptcy  Collateral Promises: o Collateral promises, such as promises to answer for or guarantee the debt or duty of another person and promises by an executor or administrator to answer personally for the debts of an estate; must be a secondary obligation (not primarily liable, only responsible if the primary person is). Co-signing a loan generally results in primary liability to all co-signer and therefore is not covered by this rule. Typical collateral promise situations involve family members, shareholders of closely held corporations and performance bonds o "Main purpose" rule: if the party who agrees to guarantee the debt of another does so to secure a personal benefit for themselves, the statute of frauds does not require a writing. Must be a pecuniary benefit (money) o Example: A manufacturer emlpoys minimal inventory and relies on suppliers to delivery material under tight time requirements. Assume that a supplier of a crtical component is experiencing financial difficulty and cannot obtain necessary financing. The manufacturer may agree to guarantee a loan to keep his supplier in business. ("main purpose" rule)  Marriage  Promises made in consideration of marriage (i.e. prenuptial agreements). Many states also require both spouses to retain their own counsel and demand full disclosure of assets  Sale of Goods  Contracts for the sale of goods for $500 or more The Statute of Frauds: EXCEPTIONS: A contract that might otherwise be unenforceable because it is not evidenced by a writing may be enforced to some degree as follows: - Partial performance: If a buyer has taken partial possession of a property and paid that part of the contract price attributable to the property received, and if the parties cannot be returned to their pre-contractual positions, a court may order that the remainder of the contract be performed according to its terms. Very fact specific. See Spears v. Warr on page 278. Court held that water rights were paid for by plaintiffs and therefore, oral promise is enforceable - Under the Uniform Commercial Code (UCC) an oral contract is enforceable to the extent that the seller has accepted payment or the buyer has accepted delivery of the goods covered by the oral contract - if you call someone and buy their PC, accept delivery of a PC over $500, don't need a written contract to make it enforceable - Judicial admission: if a party judicially admits the existence of a contract, the contract is enforceable at least to the extent of the admission - Promissory estoppel: if a promisor makes a promise on which the promisee justifiably relies, the promisor may be estopped from denying the existence of the contract FORM OF THE WRITING - A written contract, signed by both parties, satisfies the requirements of the statute of frauds. A writing signed by the party against whom enforcement is sought also suffices - An agreement may be signed anywhere on the agreement; moreover, initials, letterhead, a rubber stamp or even a fax banner may satisfy the signature requirement - A confirmation, invoice, sales slip, check or fax, or any combination thereof Electronic Signatures - Uniform Electronic Transactions Act (UETA) - Over 40 states have adopted and it provides that a contracts will not fail because it is executed electronically. Electronic signatures have same force as traditional signature. Includes email name, encrypted signature, smart card and the like - E-sign legislation. Federal law passed in 2000. Basically sets same rules and does not preempt consistent state law Essential Terms: The writing needs only essential terms:  Names of parties  Subject matter  Amount of property to be sold or leased or services rendered  Consideration given or promised by the party against whom enforcement is sought  Whether price is an essential term depends on the type of contract in question (required for real estate, but not really for a car) THE PAROL EVIDENCE RULE (covering written contracts) Parol evidence rule: a substantive rule of contract law which a court will not admit evidence of the parties' prior negotiations, prior oral or written agreements, or contemporaneous oral agreements if that evidence contradicts or varies the terms of a fully integrated, unambiguous written contract - if you sign a contract, you cannot bring up things that are not in the written contract Integration: the extent to which a written contract represents the final and exclusive agreement of the parties. A particular term included in a written contract is integrated if the writing represents the parties' final agreement on that term. Ambiguity: a written contract is unambiguous if its terms are not susceptible to more than one reasonable, legal interpretation Fully integrated contract **** - if it constitutes the parties' final agreement on all terms relating to the transaction - Whether an agreement is fully integrated is decided by the JUDGE based on all the facts & circumstances - Such facts and circumstances includes the nature of the contract, its length, how long it was subject to negotiation and drafting, and the nature of the parties. - if it's fully integrated, you cannot add terms - for example, if you were orally promised that you will get paid for graduate school, but it is not stated in the contract (says nothing about it), then it is possible to bring that up. But if the contract is fully integrated, you cannot. FULLY INTEGRATED CONTRACT CANNOT BE ADDED TO. contradiction thing applies to all contracts Merger or integration clause - a clause stating that the agreement is the full and complete understanding of the parties. Will be given some or great weight depending on the parties and the nature of the agreement. See Cousins Subs case on page 283. The case basically said that if the agreement says the contract is the full and complete understanding of the parties, it will contain a lot of weight. The case mentioned that he was guaranteed a level of sales by the business, but this warranty was not included in the contract, so doesn't work Parol Evidence Rule: EXCEPTIONS There are certain statutory exceptions that apply to contracts under the UCC. In addition, courts have recognized numerous exceptions to the operation of the parol evidence rule. Among the better-established exceptions are the following: - evidence of subsequent modification things that said or happened AFTER the contract - mistake, fraud, or misrepresentation - evidence which may resolve an ambiguity or fill in a missing term or condition in the written contract - evidence of prior dealing between the parties, usage of trade, and course of performance - may limit ambiguity. "cost" was defined this way for five years so assumed same definition for new - evidence of an oral condition - condition you graduate - evidence of an obvious or gross clerical error - forgetting a 0 in 50,000 UNIT DEALS WITH THIRD PARTIES Privity of Contract - a general rule, only the parties to a contract - the promisor and the promisee - owe any duties and enjoy any rights arising from the contract. ex: leasing an apartment. every single contract has duties and rights. You have the right to the apartment and the landlord gets money. Common law recognizes three exceptions: Assignment (of rights): a transaction whereby an obligee (the assignor, the person who owns the right) transfers her rights to some third party (the assignee). As a consequence, the assignor's contract rights are extinguished, and the assignee may demand any performance due to the assignor. Ex: neighbor owes $100 under a contract. Right is payment. The amount is due 60 days from now but I need it really badly. I can go to the third party and say that they owe $100 and you say they will def. pay back, and you want to sell it to them. TRANSFERRED RIGHTS - you're not entitled the payment Delegation of duties: A transaction whereby an obligor (the delegator) frees himself from his duties by having some third party (the delegatee) perform those duties. Despite his delegation, the delegator remains liable for his contract duties if the delegatee fails to perform. An assignment of the contract implies BOTH an assignment and a delegation Third-Party Beneficiary Third-party beneficiary contract: a third party, X, is intended, by the terms of the contract between Y and Z, to benefit from Y's and Z's performance of the contract. SCOPE OF ASSIGNMENT: Contracts often represent a significant, if not the most significant, assets that a person or entity owns. Alternatively, contracts can create tremendous liabilities. Examples: Alex Rodriguez, baseball player, 10 years, $250 mil contract. Executive with stock options to buy 1 mil shares of stock at $2.00/share when market price is $15.00/share. Tom Hanks, makes movies, entitled % of gross. General Motors - owes pensions to millions of retired auto workers Why are contract rights assigned? - Liquidity Ex: right to payment. raise liquidity/money. Automobile dealer cannot pay its utility bills and inventory with receivables, need money, sell loans. Mortgage market, 3rd mortgage company - mortgage has been assigned to someone else. - Diversification of risk Ex: don't want all your eggs in one basket. See this a lot in the banking industry. Bank may give a loan to a company but only gives part of their loan so they don't take all the risk - Change in business Ex: contract to buy coal for next two years. Change in business plan and don't need coal anymore. Then you can go to the obligor and cancel the contract but you can instead sell the coal Limitations on Assignment: As a general rule, all contract rights may be assigned, EXCEPT where - the assignment is prohibited by statute - the contract to be assigned is for personal services, unless all that remains under the contract is a money payment for services previously rendered. for ex: a professional sports a player trade is specifically allowed pursuant to collective bargaining agreements and trade usage. ex: services are highly personal. hired student to research for 100 hours for $30/hr. want to transfer to Prof. Nation. not highly personal service so you prob can. Services for tutoring in physics. Person agreed to tutor you. Cannot transfer rights to another student bc highly personal wo permission of other party - the assignment would materially increase the risk or alter the duties of the obligator. For ex: insurance contracts (cannot transfer insurance rights), tutoring servies, surgery (right to surgery cannot be transferred), attorney services OR - the contract specifically forbids assignment. For ex: no-trade clause in player contract Exceptions to exceptions: There are exceptions to this exception, namely the contact may not prevent the assignment of: - the right to receive money - rights in, or the alienation of, real property (rights to real estate, can transfer rights) - negotiable instruments or (promissory notes and checks. ex: no one can stop you from endorsing check to someone else) - the right to recover damages for breach of contract or for payment of an account under the UCC NOTICE OF ASSIGNMENT: (once you assign the assignment) - Once a valid assignment of rights has been made, the asignee should notify the obligor of the assignment - The assignment is effective immediately, whether or not the assignee gives notice to the obligor - however, until the obligor receives notice of the assignment, he may satisfy his contractual obligations by performance to the assignor - even if the assignor has already assigned her rights to the assignee - ex: you're owed $1k. did a job for someone and they owe $1k for thirty days. Go to a finance company and transfer the receivable for $900. You no longer have the right to payment, the company does. The company should immediately notify the person that the receivable. If the party pays you, they satisfy the obligation and the company cannot go after them, but go after you that you mistakenly collected. SCOPE OF DELEGATION As a general rule, all contract duties may be delegated except where: - the delegator owes the obligee fiduciary duties or other duties arising from a special trust in the delegator - ex: if you agree to be a trustee for a trust, you cannot delegate that duty - performance depends on the personal skills or talents of the delegator (ex: Greg Maddux, cannot delegate his pitching duties to Tiger Woords) - ex: prof's duties are to teach. cannot just have another professor come in to teach. ex: attorney - if you hire a firm, they can delegate whoever and change positions - performance by the delegatee would vary materially the performance expected by the obligee (ex: Sue Smith contracts with Tiger Woods to give her golf lessons; Tiger cannot delegate those duties to Butch Harmon, Tiger's own golf instructor, because Sue wanted Tiger's personal performance) - the contract specifically forbids delegation - ex: plumbing services. plumbing problem in Rauch and Lehigh has previously hired a plumbing firm. They can hire another plumbing firm. If it was plumbing in your home, however, you don't want a random plumber to come into the home Effect of Delegation - if the delegat


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