White v Corlies & Tift - Term Paper Example

of Learning: White v. Corlies & Tift Citation: 46 N.Y. 467, 1871 N.Y. 280 The parties involved in this case are the plaintiff, White, who was a builder whose working place was in Fortieth Street, New York City. The defendants in this case were Corlies and Tift, merchants whose place of work was 32 Day Street, New York. The defendants sent out details for work on an office building to the plaintiff and requested the plaintiff to give a rough estimate of their expected cost. The plaintiff sent the estimated cost of work to the defendant where upon receiving it, the defendant wrote back to the plaintiff asking him to start work at once. The plaintiff upon receiving the note from the defendant did not send back any response but commenced work the next day by buying lumber necessary for completion of the defendants work. A second note was sent by the defendants countermanding the first note but was not forwarded before the plaintiff started work. The lower court decided that it was the plaintiff’s duty to go down to the defendants premises and commence work as a sign of acceptance and that the plaintiff was not obliged to expressly accept the offer by making either a written or verbal communication to the defendant and that his action to buy lumber for the work would suffice as an acceptance. The defendants were seeking an appeal on this ruling arguing that the plaintiff was obliged to communicate his acceptance before commencing work. They also argued that the note instructing the plaintiff to start work was a proposition rather than an agreement and that it should have been accepted by the plaintiff before either party could be bound by a contract. The appellate court found that indeed the trial court judge had made an error and ruled in favour of the defendant. The appellate court ruled in favour of the defendant on the basis that any offer has to be accepted by an appropriate act. The plaintiff had to communicate to the defendant in a reasonable manner. According to the court, a mental determination which has not been spoken or an outright act to the other party should not be taken as acceptance binding the parties to a contract. Purchasing lumber was a normal routine by the plaintiff and did not communicate to the defendant of his acceptance thus such an act should not by itself be taken as an indication of acceptance. The decision by the court clearly differentiates between a mental determination and an acceptance in the laws of a contract, a vital component on business law. Parker v. Twentieth Century - Fox Film Corp Citation: 3 Cal. 3d 176, 474 P.2d 689, 89 Cal. Rptr. 737, 1970 Cal. 199 Parties in this case were Shirley MacLaine Parker, the plaintiff, who was an actress and the defendants, Twentieth Century – Fox Film Corporation a U.S. based film making organisation. Plaintiff Parker, also well known as Shirley MacLaine Parker, contracted with the defendant, Twentieth Century Fox, to play the female lead in Fox’s planned musical motion picture “Bloomer Girl.” which would have fetched the plaintiff a total of $750,000. The defendant repudiated the contract before the commencement of the filming and decided not to go on with the filming and as per a letter sent to the plaintiff, offered the plaintiff a lead actress role in a dramatic western type motion picture entitled “Big Country, Big Man.” for a similar compensation package. The plaintiff did not respond to the offer which had a week’s time limit and the offer lapsed. The plaintiff then sued the defendant for the $750,000, the amount initially agreed upon. The trial court ruled in favour of the plaintiff and awarded the entire $750,000 plus interest and an appeal by the defendant followed. The legal issue was whether the job that the defendant offered the plaintiff in the motion picture “Big Country, Big Man.” was to be considered comparable or substantially similar to that which the plaintiff had been denied, and if the plaintiff had been obliged to take the newly offered role to mitigate damages. The appellate court affirmed that of the trial court. The appeal judges felt that the failure by the plaintiff to decline the offer on the substitute job could not be practical in the mitigation of damages as the lead actress role in “Big Country, Big Man.” was both different and inferior compared to the role in “Bloomer Girl.” The plaintiff would also have been more suited playing the lead female in “Bloomer Girl.” where she had a chance to fully utilize her talents both as an actress and a dancer. Also the judges felt that the fact that “Bloomer Girl.” was to be filmed in the city of Los Angeles while “Big Country, Big Man.” was to be filmed in an opal mine in Australia made the two roles to be incomparable, Thus the general rule that the measure of damages to a wrongfully discharged employee should be the net of the amount supposed to be paid less any amount paid due to effort by the employee to offer substitute employment in this case dint apply as the plaintiff was not required by law to mitigate her damages thru a different and inferior job. This ruling shows the risks involved in repudiation of business contracts and the necessity to adhere to the rules related to mitigation of damages, in this case, comparable and substantially similar substitute offers. Dorton v. Collins & Aikman Corp Citation: 453 F.2d 1161, 1972 U.S. App. 11982 The parties in this case were Frank E. Dorton and partners in The Carpet Mart as the plaintiffs and Collins & Aikman Corporation as the defendants. The plaintiffs, The Carpet Mart, carpet retailers in Kingsport, Tennessee, had been in business with the defendants, Collins & Aikman, transacting over fifty five times between the years 1968 and 1970. The plaintiff had been ordering carpets for resale from the defendants but the plaintiffs sued the defendants for misrepresentation after learning from a complaining customer that not all the carpets acquired from Collins and Aikman corporation had been made from a hundred per cent Kodel polyester fiber as claimed by the defendants while in fact some were manufactured from a cheaper carpet material. The plaintiffs were suing for damages whereas the defendants were moving for a stay pending arbitration arguing that the plaintiffs were bound by the arbitration agreement which was printed on the reverse side of the defendants’ sale agreement forms. The district court denied the defendants the stay. The legal issue in this case was whether the plaintiff was bound by the arbitration clause on the reverse side of the more than fifty sale acknowledgement forms he had and whether the fact that he bought the carpets meant that he had out rightly accepted the agreement. The appellate court ruled that the defendants’ sale acknowledgement form did not specifically circumstantiate acceptance on agreement to the arbitration agreement on the back. The form stated it was “subject to” the terms but did not particularly state that the offeror must agree to those terms. The court remanded the issue of whether the arbitration clause substantially altered the terms of the Plaintiff’s oral offer to buy the defendant’s carpets, since if it did, it could not become part of the initial contract. The ruling stresses the fact that there are differences commonly found in offers and acceptances and the two should be treated separately though there is need for a law that allows businesses to go on so long as an offer and an acceptance are not substantially different. Mattei v. hopper Citation: 51 Cal. 2d 119, 330 P.2d 625, 1958 Cal. 213 The plaintiff, Mattei, was a real estate developer and the defendant, Hopper, owned a property which the plaintiff was interested in. The plaintiff entered into a contract to purchase a piece of land that was owned by the defendant. In the contract, the plaintiff was to pay up a sum of one thousand U.S. dollars as a deposit of the total $57,500 and was given a hundred and twenty days to examine the title for the piece of land and okay the purchase. The remaining amount was due to be settled at the expiration of the time stipulated upon tender of a satisfactory deed of the property. The plaintiff paid the agreed on thousand U.S. dollar part payment within the specified time. The agreement also contained a personal satisfaction clause which excused the plaintiff from performance if he failed to acquire the necessary leases to the property. After the plaintiff acquired the necessary leases to the property as agreed and offered the remaining balance, the defendant declined to sell the property under the original terms of the contract and the plaintiff brought an action against the defendant for damages. The trial court ruled in favour of the defendant and the plaintiff filed for an appeal. The issue and the reason for seeking the appeal was whether the personal satisfaction clause in their agreement would render the contract illusory or void for the absence of consideration or mutuality and if the promises in a contract have to be mutual where the contract comprises exchange of promises. After the appeal, the appellate court reversed the ruling of the trial court. It was held that where parties to a contract exchange promises as considerations, the promises therein should be mutual in responsibility but if the satisfaction clause in the contract allows the plaintiff to continue or withdraw from the original agreement at his own will, the promises is considered illusory and does not form substantial consideration. If in a contract a satisfactory clause concerns value or utility, displeasure or lack of satisfaction should not be claimed unreasonably and in such a case, the standard of a reasonable party to the agreement will be used to determine whether there was satisfaction or otherwise. On the other hand where satisfaction is about judgement or preferences, the promisor’s good intentions will form valid defence to a breach of contract. The fact that the plaintiff was acting in good faith prevents the consideration which would have otherwise been illusory or void. This case acknowledges that there are too many factors that should be put into consideration when determining if a leasor was satisfied or dissatisfied with a lease where a satisfactory clause is present and that the good will of reasonable party to a contract should count. Ragosta v. Wilder Citation: 156 Vt. 390, 592 A.2d 367, 1991 Vt. 92 Parties to this case were the plaintiff, Ragosta, and the defendant, Wilder, the owner of “The Fork Shop.” In the year 1987, the defendant made a plan to sell the fork shop when the plaintiff learned of his intent to sell and mailed him an offer with which the plaintiff enclosed a check for two thousand U.S. dollars. And immediately began seeking financing for the property. On the twenty eighth of September that year, the defendant returned the check he had received from the plaintiff and informed him that he would sell the fork shop and its property for eighty eight thousand anytime between that day and the first of November that year. The defendant included the venue at which they were to meet to make the exchange but also added that that would happen provided he had not sold the property to another buyer. The plaintiff accepted the defendants counter offer via a call he made on the first of October that year, the same day he received offer. When the call was made, the defendant also assured the plaintiff that there had been no one else interested in buying the fork shop. On the eighth of October, after a week, the defendant called the plaintiff and informed them that he was no longer interested in selling the property. The plaintiff sued for specific performance with the argument that they had a contract with the defendant to sell the plaintiff his property since he knew that the plaintiff had already embarked on sourcing the finances. The trial court ruled in favour of the plaintiff on the basis of equitable estopelle and the defendant sought an appeal to the decision. The legal issues for seeking the appeal were if there was an existing contract between the plaintiff and the defendant at the time the defendant refused to sell the property, if the performance had already began and if the doctrine of equitable estoppel applied on this case. The appellate court held that the defendant had not received any consideration to keep the offer open till its lapse date, first of November and thus had every right to revoke the offer. The offer to sell the property could only be accepted by the plaintiff’s performance meeting the first of November deadline. The doctrine of equitable estoppel requires that one of the parties knew of a fact not known to the other and in this case, both parties were aware of the same facts and the appellate court ordered that the doctrine of promissory estoppel be used instead. Also it was determined that the plaintiff had started looking for financing before the offer was made thus that fact could not be taken as part performance. This case clearly shows a case of an offer that can only be accepted by performance and thus preparing for performance should not be considered part of acceptance. Works Cited Dorton v. Collins & Aikman Corp. No. No. 71-1129. United States Court of Appeals, Sixth Circuit. 6 January 1972. Shirley MacLaine Parker v. Twentieth Century-Fox Film. No. 474 P.2d 689, 89 Cal.Rptr. 737. Supreme Court of California. 30 september 1970. White v. Corlies & Tift. No. 46 N.Y. 467. Courts of Appeals of New York. 1871. Read More