Case Key Facts Issues Holding/Theory

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Parker v. 20 P was offered a lead role in a movie P obligated mitigate Parker (P) did not fail to mitigate damages.
Century-Fox and then the D decided not to damages? The role she was offered in place of the first
Film Corp. produce the film. She was offered a one was different and inferior. The P should
role in another film where she was not have to mitigate damages by seeking
not the lead and did not have inferior employment (it must be
director and screenplay approval, substantially similar). It was not
although compensation was unreasonable in her refusal to mitigate
identical. damages.
Neri v. Retail P paid deposit on boat from D. P Recovery of lost profits Yes, a volume retail seller can recover lost
Marine Corp. then repudiated the sale a week in sales K when Exp. profits when exp. damages are inadequate.
later due to an operation and Damages inadequate? In this case the buyer’s right to restitution
§ 2-718 requested refund of deposit. Sues and the seller’s rights to offsets under UCC
§ 2-708 to recover deposit and D files a 2-718 were established on the motion for
counterclaim for lost profits and summary judgment. The measure of
expenses. D sold the boat four damages provided in subsection (1) is
months later to a diff. customer. inadequate to put the seller in as good a
position as full performance. Under 2-708
(2) the seller is entitled to its profit
including reasonable overhead along with
incidental damages, due allowance for costs
reasonably incurred and due credit for
payments or proceeds of resale.

Copylease (P) D had a contract with P, that P Specific Performance Diversity jurisdiction case here, state law
v. Memorex would sell D’s toner, and would be governs granting of equitable relief. Case
(D) the exclusive vendor in some mentions that California UCC Code MAY
regions. D unilaterally altered the allow for specific purpose is the goods are
business relationship breaching the unique or in “other proper circumstances.”
contract. P sued both for damages In this case, Copylease was having trouble
for losses, and for specific finding other sources of toner bc they were
performance of the exclusivity inferior to Memorex’s. This may qualify as
agreement. unique or other proper circumstances.
However, more testimony is needed. New
hearing…
Lake River v. See Casebook/Case Brief Is the Guarantee Clause It is a penalty clause. Lake River would be
Carborundu to impose a penalty for better off the earlier that Carborundum
m Co. breach or an effort to breaches, thus an efficient breach that
liquidate damages? would benefit them. The damage formula is
thus, invalid. However, Lake River is still
entitled to its exp. Damages (K Price – Costs
Saved by Laker river to not Complete K).
Hadley v. A shaft in Hadley’s (P) mill broke Foreseeability Limits damages to those that may be
Baxendale rendering the mill inoperable. reasonably be considered to: (1) arise
Hadley hired Baxendale (D) to naturally according the usual course of
transport the broken mill shaft to things (foreseeability), the breach of the K
an engineer in Greenwich so that itself, or (2) arise from the “special
he could make a duplicate. Hadley circumstances under which the K was
told Baxendale that the shaft must actually made” if and ONLY IF these special
be sent immediately and Baxendale circumstances “were communicated by the
promised to deliver it the next day. P to the D.”
Baxendale did not know that the
mill would be inoperable until the In this case, the loss of profits here cannot
new shaft arrived. Baxendale was reasonably be considered such a
 negligent and did not transport the consequence of the breach of K as could
shaft as promised, causing the mill have been fairly and reasonably
to remain shut down for an contemplated by both parties when they
additional five days. made this K.

Security P wants to show furnace at a trade Reliance Damages – There were no profits contemplated or are
Stove v. show in NJ. P told D they need the When lost profits are too speculative based on the facts. The P
America RW furnace shipped there no later than impossible to calculate. should be allowed the loss in the way of
Express October 8 and D agreed. D failed to expenses that it sustained, and which it
ship one of the 21 packages. P sued would not have been put to if it had not
for breach, asked for reliance been for its reliance upon the D to perform
damages for expenses incurred for its K.
attempting to show product in NJ.
Colonial D ordered a Dodge station wagon 1. Restitution First Case: Decides in favor of Millers.
Dodge v. from P. D picked up the wagon, met Interest Theory is based on the fact that Miller did
Miller his wife, and exchanged cars.  Spare 2. Revocation of not have a reasonable opportunity to
tire was missing.  D notified P and Acceptance inspect, therefore, acceptance could not
§2-606, 608 insisted on having the spare tire. 3. Acceptance have occurred. He properly rejected these
He was told there was no tire goods within a reasonable time.
available, he informed the Second Case: Decides in favor of Colonial
salesman that his check would be Dodge. The theory they base their holding is
stopped for payment, and the because the missing spare tire did not
wagon would be in the front of his substantially impair the cars value. A buy
houses for them to pick it up.  He may properly revoke acceptance of a
parked the car and ten days later it commercial unit where the nonconformity
was towed. P applied for license substantially impairs its value. P also sent
plates, registration, and title in d’s Miller notice that tire arrived.
name, D refused the license plates.
The tire was not included b/c of a
nationwide shortage.

Hamer v. Uncle promises nephew 5 grand if Is forbearance from Yes. The language of the offer made it clear
Sidway he refrains from drinking, permissible legal that the uncle sought acceptance by
gambling, cursing, and smoking conduct sufficient performance.  The court stated that
until he turns 21. Nephew did so consideration to create consideration may consist in either a some
and uncle died 12 year later a valid and enforceable right, interest, profit, or benefit to one
without transferring the money to contract? party, or some forbearance, detriment, loss,
him. Nephew sues executor of *Consideration or responsibility given, suffered, or
uncle’s estate. D contended the K *Unilateral K undertaken by the other. It is immaterial
lacked consideration. whether the consideration does in fact
benefit the promisee or a third party or is of
substantial value to anyone. Refraining
from something that one is entitled to do is
a sufficient detriment to create an
enforceable contract.

Hoffman v. See Casebook or Brief (long facts) 1. Franchise- The court held that under these facts,
Red Owl Emplymt. injustice would result if P were not allowed
READ! Hoffman sued Red Owl for reliance Relations relief because P relied to his detriment on
damages, lost profits, and expenses. 2. Promissory promises which D failed to keep. The court
Rest. 2d, § 90 Estoppel held that all damages as awarded were
sustained except that the damages
regarding the sale of the grocery store
 should be limited to the difference between
the sale price received and the fair market
value of the assets sold, giving
consideration to any goodwill. When
damages are awarded in promissory
estoppel, they should be only such as are
necessary to prevent injustice. Justice does
not require that the damages awarded
should exceed any actual loss sustained.

McIntosh v. Murphy (D) made a verbal Statute of Frauds An oral promise which the promisor should
Murphy agreement to hire McIntosh (P) to reasonably expect to induce either action or
forbearance on the part of the promisee is
work at his auto dealership for one
(read enforceable when injustice can be avoided
dissent) year. The agreement was never put only by enforcing the contract. See
into writing. McIntosh later sent Restatement (Second) of Contracts § 217A.
Murphy a telegram stating that he The court held that if a party has relied on
would arrive in Honolulu the next an oral promise and rendered part
day from Los Angeles. P began performance the other party should be
work the next day. D fired him two estopped from asserting the Statute of
Frauds.
months later. P sued for damages
and claimed that the contract was
for one year. D claimed that the
contract violated the Statute of
Frauds and was therefore void