Savana Degroat

Contracts Outline
Illig Fall 2020

Consideration
Courts will only enforce contracts that are supported by consideration.
o Consideration is a bargained-for-exchange.
 Consideration for a promise is:
o An act
o A forbearance of a claim or legal right
o Or a return promise
o Something the promisor wants from the promisee.

-Courts do not second-guess value but do not enforce a mere sham. (peppercorn)
-Courts no longer look for the presence of a detriment or benefit.

Consideration Cases:
Kirksey v. Kirksey: Promise was a mere gratuity. He did not seek anything from her. Widower
was offered comfortable housing by her brother-in-law. No judgement for the plaintiff.

Hamer v. Sidway: Plaintiff promised his uncle he would forego drinking, gambling until 21.
Uncle died. Court finds the contract enforceable. It is enough that something was promised,
done, or forborne by the party to whom the promise is made to as consideration on his part for
the promise. It does not matter if the performance was of benefit to the promisor or not.

Fiege v. Boehm: Forbearance to sue for a lawful claim is sufficient consideration for a promise
to pay for the forbearance if the party forbearing had an honest intention to prosecute
litigation which is not frivolous, or unlawful, or which he believed to be well founded.

 Past consideration is not consideration.

 Feinburg v. Pfeiffer:
 Watch out for illusory promises
 Both parties must be bound by their promise, not just one.
 Strong v. Sheffield: agreed to forebear a debt until whenever he wanted his money.
Defendant did not receive any consideration in exchange. Todays judge would rule
Differently. (formalism)
 Mattei v. Hopper :Deposit and contract for sale of farm land. “satisfaction clauses”–
okay when satisfaction can be measured as to some commercial value or quality by the
reasonable man standard. Obtaining leases did not depend on unrestricted pleasure.
Subjective: “taste and fancy” Objective: business standard. If (req) then (outcome).
Language used in contract subject to objective standard not subjective taste.
 An exception to past consideration: Moral Obligation
 Very rare.
 Promise is backwards looking, no consideration. PE does not work since promise is

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after the induced action. Unjust enrichment with a later promise. (NOT A K-PROMISE
JUDGE ALLOWED TO ENFORCE)
 Restatement says “to the extent necessary to prevent injustice”
 Webb v. McGowin: man who saved his bosses life.
Promises as Consideration:
 Bilateral Contracts
o “I promise to pay you $100 if you mow my lawn.”
o Typical sales, service, employment contracts.
o Each person promises/does/gives/something.
 Unilateral Contracts
o “I promise you to pay you $100 if you promise to mow my lawn.”
o If you do this, I will do this… If you don’t, I won’t.
o Rewards are unilateral contracts. (Reward must induce action. If you did not see
the reward sign before returning the dog, then the reward is unenforceable.)

Requirement, output and exclusive dealings contract:

 Wood v. Lucy Duff-Gordon: LDG claimed that contract was non binding because it
lacked a statement that required the defendant to perform.
o Cordozo: “The law has outgrown its primitive stage of formalism when precise
word was the sovereign talisman and every slip was fatal. It takes a broader view
today.”
o Cordozo said it was an implied promise.
o Imply is subjective while infer is to use facts at hand, reasonable person
standard, and logical reasoning.
Promissory Estoppel:
 An alternative basis for enforcing contracts. (justified reliance)
 Injustice can only be avoided by enforcing the promise—must be more than the failure
to pay- other circumstances involved.
 Three elements:
1. Promise reasonably expected to induce reliance (action or forbearance, is there
a reason why the promisor could reasonably expect?)
2. Promisee actually relies on the promise. (was the promise reasonable in relying
on the promise?)
3. Injustice can only be avoided by enforcing the promise. (how many alternatives
are available?)
Remedy must be limited as required. Based on reliance damages.
Promissory Estoppel Cases:
Ricketts v. Scothorn: Promise form grandfather induced reliance from granddaughter to quit
her job. Invented an estoppel or a block on the requirement of consideration, triggered by
RELIANCE.

Feinburg v. Pfeifer Co.: P reasonably relied on the promise of a pension.

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D & G Stout v. Bacardi Imports: rejecting an offer based on reasonable reliance on a promise
may induce reliance damages.

Restitution: in the absence of a promise judge may offer restitution for unjust enrichment.
Often used as last resort.
Factors to consider:
 no adequate remedy,
 professional service,
 one party unfairly enriched AT THE EXPENSE OF ANOTHER
 Not just a bad deal: usually shade or there are policy reasons present.
What is commonly present in restitution cases-
 Life/death/emergency/expertise

Restitution Cases:
Cotnam v. Wisdom: there is an implied contract for medical services at fair market value. Policy
consideration also present- we want doctors to help people.
Callano v. Oakwood Park Homes: implied contracts only exist and are only allowed to provide a
remedy when none otherwise exists. (should have sued decedents estate) Cannot sub one
debtor for another.
Pyeatte v. Pyeatte: husband who left his wife after she paid for his law school. K require a
certain amount of specificity to be enforceable, but restitution would be available b/c unjust
enrichment is present.
Expectation damages are like…
Lost future wages…
PE not allowed for recovery (in at-will employment)

Reliance damages are like…

Moving expenses…
PE allowed

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Reasons not to enforce a contract- VOIDABLE (Defenses)

 Status of person- lacks capacity
o Minors lack capacity but can enforce contracts if for something essential like
apparel, food, school supplies.
o Douglass v. Pfeiffer
 Substance of contract- illegal or inadequate consideration
 Over-reaching: a general category
o Duress
 Wrongful threat that removes free will
 Odorizzi v. Bloomfield School District: gay teacher fired was taking
advantage of another’s weakness of mind or grossly oppressive and
unfair advantage of another’s necessities or distress
 Factors examined in determining duress:
 Discussion at inappropriate time
 Unusual place
 Demand business be finished at once
 Extreme emphasis on no delay
 Multiple persuaders against single party
 Absence of third party advisers for the victim (counsel)
 Statements about no time to consult attorney
 Financial Duress:
o Alaska Packers: Temporary monopoly. Fishermen modified the
contract but it was without consideration because they were
doing nothing different than originally promised.
o Austin Instrument v. Local Corp.: defense contract. Temporary
monopoly/all the negotiating cards were at unfair advantage. No
reasonable alternatives and no normal remedy at law.
o Undue Influence
 Taking advantage of a position of trust
 Overlaps with a position with capacity but also requires undue pressure
 Vokes v. Arthur Murray: Widow spent $200K on dance lessons. Not
puffery because the dance teacher had superior knowledge.
o Concealment and Misrepresentation
 Mere nondisclosure is not fraud
o Swinton v. Whitinsville Bank: termite house.
o Must have a duty to speak (including half-truth)
 Professions
 Statutes
 Once you start talking you cannot omit related info- misrepresentation

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 Misrepresentation
o Where there is misrepresentation, we do not require the “victim” to
engage in due diligence.
o Kannavos v. Annino: house with 8 apartments implies ability to rent
out units- creates a duty to speak.
 Puffery (salesman talk)
o Puffery is not misrepresentation (Best Cup of Coffee on Earth!)
o But a concrete opinion by an expert can be
o Vokes v. Arthur Murray, Inc.: Widow was told she was a great
dancer.
o Illusory promise: appears to be a contract but is not. Each party must be bound
by their promise in order for a contract to be valid.
 "I promise…if…"
 Promisor must give up control to an objective extent
 Employment contracts: changes may appear to be illusory, but we probably
need to respect them for policy reasons.
 Fiege v. Boehm: child out of wedlock. Made in good faith, so it is valid. There
was consideration on both sides.
 Lake Land v. Columber: Columber breached a non-compete agreement. He did
not receive any consideration from employer to not compete.
 He would have needed extra consideration: "sign this and you get a raise"
 Unconscionability-
o Unfair Surprise
o Lack of a meaningful choice/power to resist for one of the parties leads to
unreasonably favorable terms for the other party.
o Williams v. Walker-Thomas Furniture Co: single mom needed furniture.
 TEST: Are the terms of the contract so “extreme as to appear unconscionable
according to the mores and business practices of the time and place. Terms were
punitive and very difficult for a lay person to understand.
 A note on Contracts of Adhesion:
 Although we may not have the existence of true assent to the terms, the economies
of small contracts suggest that you should enforce these contracts.
ex: “swim at your own risk”  probably valid unless unconscionable
Big exception: not valid for common carriers
 O’Callahan v. Walker Realty: An exculpatory clause is generally enforced “unless (1)
it would be against the settled public policy of the State to do so, or (2) there is
something in the social relationship of the parties militating against upholding the
agreement.”

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Contracts Outline
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Remedies for Breach:

 Contracts  Expectancy Damages  Benefit of the Bargain (fees not typically included
because expected to happen if the deal went through)
o Loss in value/expectancy + Incidental Costs – Cost avoided (taxes) = expectancy
damage
o Hawkins v. McGee: Value of the good hand-the band hand = damages

 Promissory Estoppel  Reliance Damages (as justice requires)  Back where you
started as if the deal never happened.
o Only type of damages that allows recovery for pain and suffering.
o Steeple Example: cost to return the old steeple back up was included.

 Restitution  Restitution  the unjust enrichment

o Pyeatte v. Pyeatte: wife who paid for her husband to go to law school. Not
allowed for pain and suffering, she was given only what he received from her
which was amount she paid to maintain the household.

 Specific Performance- Mostly used in real estate/art/reputation.

o Campbells Carrot Case: unique goods but K cannot be too one sided.
o Not available for personal services where the parties would have to be in the
same room.

 Liquidated Damages- stipulated and agreed by the parties in the contract. We need to
keep our eye out for whether one party had way better bargaining power over the
other. If we think someone will be penalized by the LD then the court will say no, cannot
do more than compensate.
o Must be hard to measure damages.
o Good faith effort must be made to determine reasonable and appropriate
amount. Logical connection exists between the damage and recovery allowed.

 Calculating Damages when there has been substantial performance on the contract.
Cost of replacement or diminution in value?
o No fraud or bad faith (pipe case where the owner was trying to snub the builder-
not allowed)
o Look to the nature and magnitude of the defect.
o If not a big deal, not clear how to fix and would involve economic waste,
diminution in value, which may be close to nothing.
o If a big problem, fairly straightforward to fix, or goes to the core of the deal we
will use cost of completion even if that number involves some economic waste.

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 Avoidability
o An injured party cannot collect damages for that she could have reasonably
avoided.
o The injured party is expected to mitigate damages, like finding another job after
fired. But in a personal service contract the employment must be reasonably
comparable.
o Reasonably comparable- rules in favor of the professional. The more professional
you are the more the more that the court will say that it isn’t as easy to mitigate.

 Certainty
o Damages must be fairly certain.
o Why lost future wages are not usually allowed.
o Policy- judges don’t want to be responsible for making up numbers.

 Foreseeability
o Damages must be foreseeable at time contract was created.
o Communicate if special handling required, promotes bargaining.
o ^^ example: Disposable cam with pics of sasquatch that isn’t handled properly
but no one said of the importance. These damages not foreseeable.
o Circumstances of need and potential damages need to be known by both parties.

Offer and Acceptance (assent):

 Solicitation: Usually missing some type of intent. We don’t know when, where, why, etc
for the other party to just say “yes”.
o Lucy v. Zehmer: Drunk friends, one “jokingly” offered to sell house which the
other accepted. We want to enforce deals that were intended. If you have a
secret intent courts do not really care. We trust objective intent which is
manifested in your outward expressions (what was said and circumstances).
o Lefkowitz: mink coat offer did not have material aspects of the deal, which
specific coat was offered for example. So unenforceable.
 Offer: We look to someone’s intent by looking at the facts and circumstances. Must
surrender free will.
o A valid offer leaves nothing on the table. It must contain all material terms such
as price and product and require only a "yes” or “no” response form the offeree
(which can be manifested in many different ways). Anything short of that is mere
negotiation/solicitation.
 Acceptance: The terms of the acceptance should be included in the offer. The offeror
dictates terms of acceptance or reasonable manner of acceptance. (considering the
circumstances, history, industry, common practices)
o You can only accept what has been offered, otherwise that is a counter-offer.

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o Silence or inaction does not count as acceptance. But silent action can constitute
an acceptance. Ex: cashing the check.
o We need some kind of affirmative manifestation of intent.
o Carbolic smoke ball case: $100 to anyone who still got the flu. This was a
unilateral contract like a reward and you do not have to explicitly accept the
offer.
o Ever-tite roofing: Showed up to do the roofing and someone else was already
there, homeowners say they did not receive written acceptance from them. (K
also said acceptance could be when they commence work). Court says there
must be a reasonable time in between offer and acceptance and that work
started when they started doing work specifically for that job- loading the truck
with specific materials and driving the distance to the job.
 Mirror Image Rule: Acceptance must be for a deal that is identical to the one offered.
o The court can reasonably imply some of these terms.
o Ardente v. Horan: buyer sends back acceptance with a letter changing the
terms- was unable to get specific performance because this was a rejection of
the original K and a counteroffer that needed further acceptance.
o Illig does not like this concept. He says it would have to be a material condition
that was altered in order to make K unenforceable, it would have to impose a
burden on the offeror or substantially change the K. Not about administrative or
clerical changes.
o Must show that parties had different intentions. Modern courts will look past
small inconsistencies.
 “Last shot rule”: whoever spoke last before performance wins the terms of the K.

Termination of an Offer and the Power to Accept

Four ways to accomplish this:
1. Offerors death/ incapacity: Courts won’t make estate enforce promise. (Different than
with an actual K where someone can go after your estate. The offer is dead unless it has
been accepted)
2. Offer lapses: If no express time limit is given then the court will say that by default it
lapses after a “reasonable time”. We then look to the real world to determine the
party’s intent and what’s reasonable. We look to the facts, circumstances, and industry.
3. Revocation: Must be done before acceptance. It doesn’t exist after you withdraw it. You
don’t have the intent to be bound by an offer. REVOCATION DOES NOT HAVE TO BE
VERBAL. Making a deal with someone else can serve as valid revocation for the offer.
4. Rejection: If you reject the offer, you can’t later change your mind.

 Option K require independent consideration. Otherwise, just a drop-dead date where it

lapses. An option is something you BUY.

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 Acceptance in Unilateral K does not have to be express. Once you start looking, the
reward cannot be withdrawn. Ex- owner is not bound until the dog is found. When you
start partial performance, the offeror is prohibited from withdrawing.

 Precontractual Liability
o Not-often: has to be a big and multi-layered deal.
o Often business transactions do not follow a clean offer-and-acceptance
progression of events.
o Negotiations must cross the line (in the court’s opinion) between negotiation
and a intent to do/finalize a deal that should be reasonably relied on.
 Show the court that many smaller deals have been agreed to and that the
non-breaching party reasonably relied on these as a sign that the deal was on.
o How would counsel ensure no one is bound until the agreement is actually
signed? “neither party is bound to the K until it is signed, we do not intend to be
bound until then”
o This is a modern (Cardozo-style) way of reasoning. Different courts take different
approaches. More modern courts are likely to see deal before the pen hits the
paper.
o Texaco v. Pennzoil: Someone forgot to include the clause that protected Getty
from not being bound. Because parties had agreed on all material terms, K
existed.
Classical K law looks solely at the K and the offer and acceptance. While Cardozo looks more
holistically at the intent of the parties.
Rules of Interpretation
 Dealing with Ambiguity and Definiteness
o Definiteness is at issue when it is unclear what the parties agreed to in the K.
o How is ambiguity dealt with?
 Definitions section in the K
 Dictionary definition
 Industry standard, trade usage
 Circumstances, course of dealing
o How do courts deal with indefinite terms? How are these terms construed?
 Courts will try to keep a deal together when it is clear that both parties
intended to make a deal.
 The provision at issue will be construed against the party that drafted it.
 Ambiguity Cases
o Frigaliment Importing v. B.N.S. Int'l: chicken case. Use of outside evidence to
interpret.
o Hurst v. W.J. Lake:Horse scraps. Use of custom permitted.

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o Raffles v. Wichelhause: 2 Paperhouse boats, different times. Can use parole

evidence to see which boat was meant.
o Definiteness cases:
o Toys, Inc. v. F.M. Burlington: Toys had been promised to renew their lease at the
"prevailing rate". Need to have the essential terms of the document to
determine the issue.
o •Oglebay Norton Co. v. Armco: adequate shipping capacity to transport iron.
There are a lot of ways to fill in the gaps of material essential terms (prior
communications, trade usage, experts, course of performance, good faith, terms
implied by law)

 Parole Evidence
o When parties, without fraud or mistake, have turned their agreement into a
comprehensive writing, then the written agreement is the ONLY evidence of the
agreement/deal that the court should look at.
o Renders an earlier agreement
 ONLY APPLIES when the K is a COMPLETE INTEGRATION
ex: if there is ambiguity or uncertainty about some material aspect of the K- T
THEN we should look outside of the K for clarification.
o TWO STEPS for determining if there is a complete integration:
1. Is the most current draft a final expression of the deal? (are the parties done
negotiations or still in the drafting process?)
2. If so, does that deal “completely express” the full intent of the parties
regarding the deal?
IF the K is only a partial integration, then you can bring in evidence that
CLARIFIES contract terms, but not evidence that contradicts or changes the
terms.
o Generally, red states interpret the contract strictly, only looking at the four
corners of the document and not at other evidence to decide if a complete
integration.
o Generally, blue states say cannot know if complete integration without looking
at outside evidence and then determining if credible or not.
o We can always use extrinsic evidence however to explain the words within the K.

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What is the purpose of the evidence?

Contradict Add an additional or missing term?

Explain

NOT Is the document a complete

ALLOWED ALLOWED integration?

Yes No

Then, no.
Then, yes.

 Statute of Frauds
o Not a single statute but thousands of local statues. IRL look up local rules.
o Four areas of K that typically have to be written although statutes can vary:
1. Land deals- real estate, leases, mortgages, options to buy, etc.
2. Contracts where performance will take longer than a year to complete.
3. Estates
4. Goods for more than $500 (varies)

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o Courts have many tools for avoiding the application of the statute.
It does not need to be a complete writing with all of the terms.
 Partial Performance that could only interpreted as performance for that
specific K could satisfy the SOF.
 Estoppel as blocking the application of the SOF.

 Statute of Fraud Cases

o Beaver v. Brumlow: verbal agreement to lease to buy a home. Applying SOF would
be unfair & unequitable. Buyer's actions were sufficient part performance in reliance
on the oral agreement that the agreement outside of the SOF.
o Monarco v. Lo Graco: family business, made the kid stay and work. Oral proof of a
will is allowed if the claimant can present clear & convincing evidence of a promise
enforceable in equity

Conditions (Risk Allocation)

 How do conditions allocate risk between parties?
o Identify the risk: in the event that thing’s do not go as planned, who takes the
loss?
o IF = “on condition that”
o “Unallocated” risks are allocated to the buyer.
o Silence = ownership of the risk. Unallocated risk is yours.
 Insurance shifts the risk.
o I’ll give you $100. If I die soon you give my family $1000.
o Risk allocated to insurance company.
 Three kinds of Conditions
o Independent conditions : performance of conditions on one side trigger
performance on the other side. Sell and sue for damages.
 separate complete contract without condition
 both parties must perform
 example: Sell business? Deal.
Give you $250? Deal.
You don’t give me the business. I still give you $250 and sue over
business.
I don’t give you $250. You still give me the business and sue me
over the $250.

o Dependent conditions: performance of one condition doesn’t trigger the

performance of conditions on the other side.
 Conditional contract… IF…THEN
 When conditions are met both parties must perform
 Dependent- hold back silk (breach) (and sue for damages)

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 example: I promise to give you my business if you give me $250. Deal.

You don’t give me the business. I don’t give you $250.
I don’t give you $250, you don’t give me the business.

o Constructive conditions- Material covenants – big deal – both duty and

condition.
 Excuses the other party’s performance if there is breach.
 There are two different approaches for this:
1. Old-School: Mansfield said constructive covenants- you have to do all of the
things included in or reasonably implied by the K or you shouldn’t get paid.
2. Cardozo says substantial performance satisfies constructive conditions- you
have to do all the important parts of the K included and implied- but if you
don’t do every single thing there is still a K- you still get paid- you just might
be liable for the stuff you didn’t finish.
 Constructive conditional generally creates fairness but sometimes create
harsh results. Substantial performance, severability and unjust enrichment are
tools that the court uses to soften that harshness.
 Conditions and Duties
 Condition: If a condition fails to manifest, the consequence is that the benefitting
party (party to whom the K does not allocate the risk) is released from performance.
 Duty: if a duty fails to manifest, the remedy is to sue the person who didn’t fulfill
their duty for breach of contract and get damages.
IMPORTANT: Constructive Covenants are a condition and a duty!!!

 Substantial performance
o “Promises may not be treated as dependent to the extent of their utmost
minutiae without a sacrifice of justice”
o In order to satisfy the condition that you build a house you don’t have to build it
perfectly; you just have to have substantially build it. You can still totally be sued
for performing badly, but I have to fulfill my promise to pay you.
o If NOT substantially performed, the buyer/employer can mitigate damages (hire
someone else to the rest) and then sue you.
o For a substantially performed contract, diminished value damages are generally
used.

 Divisibility/Severability
o Another solution to harshness of constructive conditions
o Can we divide the K into logical pieces with their own $ value?
o Gil v. Johnstown: Log delivery didn’t happen completely due to flood. He did
manage to deliver some of the logs so we were able to divide and pay per piece.
o Britton v. Turner: Employee performed 9 months of 12 month K. We can divide
and pay by the month.

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o OF COURSE – the employer can still sue *after mitigating damages*

 Breach
o Total/Material Breach: I am relieved from any obligation to perform AND I can sue
you. (constructive condition so both duty and condition)
o Minor breach: sufficient to violate a duty- I should continue to perform but sue for
damages.
o Material breach: sufficient to violate a duty AND the condition – I can continue to
perform and sue or quit and sue.
o If unsure, play it safe and continue your side of the K. AND SUE.

Breach

Damages Conditions

Diminution
Constructive- you do this, I Express – “I do this if you do
Replacement
do that. (K is silent) that.”(Says in K)

Substantial
Performance? Satisfied?

 Suspending Performance
o Material breach excuses the other party’s further performance.
 Express condition not performed- breach
 Constructive condition not performed – substantial performance?
o Thus, the victim of material breach must make a choice:
1. Declare a total breach – cease performance immediately and sue for damages.
OR
2. Declare a partial breach- continue performance and sue for damages

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 When I encounter a material breach—if I let it slide, I am waiving it. If I keep

performing, we are still in K and I can still sue but the K is still valid.
o The risk that a party who suspends performance might be found to have breached
creates an incentive to work things out and continue beneficial commerce.
o Don’t forget mitigation of damages!!!
o Walker v. Harrison: Dry cleaner neon sign case. Something can be a material
condition without being a material breach. Cleaning including but cobwebs were not
material enough to be a complete breach. He has to continue performance and can
sue for damages to clean the sign.

Minor (non material) Breach Material Breach

Sufficient to violate the duty Sufficient to violate the duty and the
condition

Continue to Yes Yes

Sue?

Stop No Yes
performance
?

 Anticipatory Repudiation
o Hochster v. Delatour: Courier accompanying someone. D decides that he isn’t
going to go on the trip and refuses to compensate the P. He does not have to
wait until the breach to happen to sue, he can go ahead and sue ahead of time if
you are very sure the K will not be completed.

 Impracticability of Performance and Frustration of Purpose

o Occurs more when something changes and it becomes a mistake.
o Look for allocation of the risk and significant change in value to society (lost
value)
o If we cannot allocate the risk the court may just let everyone go.

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 Mutual Mistake
o Remedy is do not have to fulfill promise
o Has the risk been allocated? Silence could be that they just did not think about it
or that the risk has in fact been allocated implicitly.
o An exception for acts of god and clerical errors.
o Also used as a backup claim for fraud.
o •Stees v. Leonard: building fell down a few times. If you enter into a contract, it
is your responsibility to fulfill it, even if it is more difficult than anticipated
o •Sherwood v. Walker: Pregnant cow. Mutual mistake. The cow was not the
same animal, or kind of animal intended to sell.
o •Renner v. Kehl: Jojoba. Mutual mistake is accepted when a substantial part of
the deal that is a condition is not able to be performed. Damages, we want to
make the buyer even.

 Third Party Beneficiaries

o Claimant can be eligible to enforce a K although not a direct party because they
were intended to benefit directly from the K or through assignment to the
claimant by someone who is a directly named party.
o Not only does the party need to benefit from the K but it needs to have been
intended to do so. Party needed to intend for you to be able to bring a claim
against them in court.

 Assignment and Assumption

o I can sublet my apartment to someone else who can accept the assignment of
the right to be there as well as assume any debts not paid. Unless the landlord
assents to this (novation), then the landlord could still sue me.
o Contracts rights that are specific are not alienable.
o Another way around this without novation would be including an indemnity
clause in the agreement between myself and the subletter, that they would pay
for any debt accrued. However, this is only as effective as their financial position
because if they are unable to pay the landlord could still come after me.
o Bel Ray Case: Establishes that even if the lease has an Anti-Assignment clause
and I choose to assign, that assignment would be valid and the landlord would
then come after me. Unless, the anti-assignment clause also says any assignment
is void.

16
 Savana Degroat
Contracts Outline
Illig Fall 2020

Is there a valid offer and acceptance?

If yes,
If no, then then…
not a valid
K

Consideration?

No Yes

Does Promissory
Estoppel, Are all material
Restitution, or terms present?
Moral Obligation (product, price,
work? who, what, when,
where)

If no, can you use

If yes, then yes
parole evidence?
valid.

Partial
Integration?
Extrinsic Evidence
Complete
allowed to
Integration?
explain and add
Only allowed to
17 additional or
explain existing
missing term.
terms.