Class 12, Friday, Feb' 3

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Class 12, Friday, Feb. 3

• Announcements
• Tuesday 270-89
• Thursday 221-40
• Friday 240-54, including Problem 3-4
• Todays agenda
• Pops Cones v. Resorts Intl Hotel
• Problem 3-1
• Problem 3-2

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Today is a good day to try to help Professor
Chang find a new home for his familys dog.
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Tyler

• mid-size, 40 pounds
• mutt, looks like a small lab
• energetic
• loyal
• male, neutered

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90 versus 87(2)
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87

• (2) An offer which the offeror should reasonably
  expect to induce action or forbearance of a
  substantial character on the part of the offeree
  before acceptance and which does induce such
  action or forbearance is binding as an option
  contract to the extent necessary to avoid
  injustice.

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Pops Cones, Inc. v. Resorts International Hotel,
Inc.

• 207 N.J. Super. 461, 704 A.2d 1321 (1998)

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Merv Griffin, entertainer and entrepreneur
extraordinaire
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Who is suing whom? For what kind of
damages? What is the legal basis for the
claim? What is the factual basis for the
claim? Arguments/defenses?
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What happened at the trial court level? What
happened on appeal? Issue? Authorities/Rule? Ap
plication to facts in case? What policies does
it further/ignore?
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• Resorts International Hotel
• http//www.resortsac.com/

Host Marriott franchisee
Brenda Taube, President Pops Cones, franchisee
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Malaker

• promise must be clear and definite
• This sort of language might suggest that New
  Jersey Courts expect proof of most, if not all,
  of the essential legal elements of a promise
  before finding it to be clear and definite.
  p.211

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Judge v. Jury

• Affording plaintiff all favorable inferences,
  its equitable claim raised a jury question . . .
  . Plaintiffs complaint, therefore, should not
  have been summarily dismissed.
• p. 213, end of opinion

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Liability during negotiations
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Note 1

• Promise?

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Note 2

• Compare Hoffman and Pops Cones with Drennan

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Note 3

• Sophistication of the parties and outcome

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Note 4

• Damages
• Expectation
• Reliance

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Problem 3-1

• a discussion will be posted on-line

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Problem 3-1

• Theory of the case
• In a suit by the church against the city, what is
  the main stumbling block going to be?

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• Main problem for churchrevocation by city
• So in order for the church to win, you must come
  up with a theory of the case that prevents the
  revocation from having any effect.
• How might it be the case?

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• Kbilateral already formed, in which case city
  couldnt revoke
• option K based on beginning of performance under
  a unilateral K offer
• option K based on reliance
• ALTERNATIVEpromissory estoppel

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UCC
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UCC 2-205

• An offer by a merchant to buy or sell goods in a
  signed writing which by its terms gives assurance
  that it will be held open is not revocable, for
  lack of consideration, during the time stated or
  if no time is stated for a reasonable time, but
  in no event may such period of irrevocability
  exceed three months but any such term of
  assurance on a form supplied by the offeree must
  be separately signed by the offeror.

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Elements?
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2-205 Elements

• an offer to buy or sell goods
• by a merchant
• in a signed record AND
• which gives assurance that it will remain open
• IS IRREVOCABLE (even though no consideration)
• DURATION? Time stated or if none stated,
  reasonable time not to exceed 3 months
• Extra requirement if form is supplied by
  offereefirm offer part must be signed separately
  by offeror

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Problem 3-2

• Q--As of the time when she receives the above
  letter, what if any rights does Gale have against
  Branch? Advice re course of action? (skip for
  now the question of if she lived in Ontario,
  Canada)

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• Her rights depend on whether an option contract
  exists and whether she is able to make a timely
  acceptance.

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Offer

• lang. of commitment
• rel. comp. terms
• communicated . . .

• The note signed by Wallace Branch constitutes an
  offer. It has language of commitment (I hereby
  grant to you . . an option to purchase), is
  specific as to the subject matter (horse
  "Tinman), contains relatively complete terms
  including price, and a limited warranty. It is
  likely that a reasonable person in the position
  of Dorothy Gale would believe that her acceptance
  was invited and would conclude the deal.

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Problem/issue identified

• In mid-September, Dorothy Gale receives a fax
  from Wallace Branch stating that he has decided
  to sell Tinman to another buyer. Whether Gale
  has any rights depends on whether or not this
  revocation is effective. Even if it is
  effective, it is possible that she might have a
  promissory estoppel claim.

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Express option
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Option via reliance
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Firm offer under 2-205

• an offer to buy or sell goods
• by a merchant
• in a signed writing AND
• which gives assurance that it will remain open
• IS IRREVOCABLE (even though no consideration)
• DURATION? Time stated or if none stated,
  reasonable time not to exceed 3 months
• Extra requirement if form is supplied by
  offereefirm offer part must be signed separately

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• issue re form supplied by Gale?
• issue re duration?

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ADVICE
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End of class

• Tuesday 270-89
• Thursday 221-40
• Friday 240-54, incl. Problem 3-4