QST LA 245 Study Guide - Spring 2018, Comprehensive Midterm Notes - United States Congress, Summary Judgment, Supreme Court Of The United States
12 Oct 2018
School
Department
Course
Professor
QST LA 245
MIDTERM EXAM
STUDY GUIDE
Fall 2018
LA 450
1/21/16
Practical Contracts
Contract’s Structure:
• Title
o Capital letters is standard
o Traditional contracts use archaic words
• Introductory Paragraph
• Definitions
o Names of the parties are defined
• Covenants
o What are the parties agreeing to do?
o “Heart” of the contract
o Failure to perform covenant (promise) can lead to a breach
Vagueness (on purpose)
Ambiguity (by accident)
Scrivener’s Error (typo)
Quake Construction v. American Airlines
• Jones Brother Construction to expand AA portion of Chicago airport
• Accepted bid from Quake Construction (letter of intent), but had the ability to
cancel letter of intent
• Jones hired another company, but Quake sued for the money they used to prepare
for the intended job, arguing that this is a contract because there is a cancellation
clause
• Jones argues that the letter is not a contract, it refers to a contract that is to come
• Ambiguous contract
• Court ruled that the letter of intent is not a valid contract, although letters of intent
may be enforceable, such letters are not enforceable unless the parties intend this
to be. This intent letter has the cancellation clause, therefore parties have no intent
• Court says the case should be sent back down to the circuit court, allow parties to
present parol evidence (discussion-said or written- prior to signing contract)
regarding their intent
Minkler v. Safeco Ins. Co. of America
• As a child, Scott was molested by baseball coach who was living at home with his
mother, Betty, at the time
• Scott sued Betty (homeowner, therefore has assets)
• Homeowner insurance, Safeco, covers unintentional acts
• Ambiguous- interpreted against the drafter of the contract
Heritage Technologies, LLC v. Phibro-Tech, Inc.
find more resources at oneclass.com
find more resources at oneclass.com
• .01 changed to .10 (typo)
• Phibro corrected mistake, all was good until there was a change in price where
this change mattered
• Heritage said that it went through 8 drafts, so if this was a typo, it should have
been noticed, so this is the correct number according to them
• Court will enforce the contract as written (.10)
Boilerplate
• These standard provisions are typically placed in a section entitled
“Miscellaneous”
• Creates a private law that governs disputes between the parties
• In the absence of boilerplate, the courts play this role
o Choice of Law and Forum (determine state)
o Requirements for Modifications
o Rider: amendment or addition to a contract
o Assignment of Rights and Delegation of Duties
o Rights: Transfer of benefits under a contract to another person
o Duties: Transfer of obligations in a contract
o Dispute Resolution (arbitration)
o Attorney Fees
o Integration Clause
o Severability
o Asks court to delete specific clause that may be unenforceable and
enforce the rest of the contract
o Force Majeure
o Disruptive, unexpected occurrence for which neither party is to blame
that prevents one or both parties from complying with a contract
o Notices
o Closing and Signatures
Reciprocal Promises: promises that are each enforceable independently
Conditional Promises: Promises that a party agrees to perform only if the other side has
first done what it promised
find more resources at oneclass.com
find more resources at oneclass.com
Document Summary
Contract"s structure: title, capital letters is standard, traditional contracts use archaic words. Introductory paragraph: definitions, names of the parties are defined, covenants, what are the parties agreeing to do, heart of the contract, failure to perform covenant (promise) can lead to a breach. Miscellaneous : these standard provisions are typically placed in a section entitled, creates a private law that governs disputes between the parties. Reciprocal promises: promises that are each enforceable independently. Conditional promises: promises that a party agrees to perform only if the other side has first done what it promised. Breaching a contract: someone breaches a contract when he fails to perform a duty without a valid excuse, a remedy is the method a court uses to compensate an injured party. [expectation interest], pain and suffering was dismissed because that is already part of the surgery contract: could have gone after malpractice in this day.
