NAME: Greiner v. Greiner
COURT: Kansas Supreme Court
DATE: 1930 Judge Burch
TYPE OF ACTION: Breach
FACTS:
Peter Greiner (father) died leaving a widow, Maggie Greiner, and sons and daughters. His sons Henry, Frank and Nicholas and his daughter, Kate, were disinherited and given $5.00 each.
June 1925, son Henry dies intestate and his mother, Maggie, inherits considerable property.
Maggie decides to place two remaining sons on equal footing as those not disinherited.
Maggie intends to give each son 90 acres apiece
Maggie enters into a contract to give Nicholas $2000 instead of property
July 1926 Nicholas writes to Frank on Maggie’s behalf, to invite him and Nicholas to make a settlement.
Frank tells her that he’s not interested in the money, but would prefer the property (now 80 acres) and having a home, which Maggie agrees too this and moves a house onto the property.
Sept. 20, 1926, Frank moves to back.
Spring 1927, house is moved to the 80 acres and Frank moves in and has been there up to the point of suit.
PROCEDURAL HISTORY: Trial court ordered Maggie to execute the deed to Frank. ∏ appealed on the contention that “going to” give was a future intention and therefore not a contract.
CONTENTIONS OF THE PARTIES:
PLAINTIFF: Maggie Greiner (mother), that the contract in question 1. Did not have any consideration and 2. Was a future intention and therefore not a offer.
DEFENDANT: Frank Greiner (son), that there was an offer, and he accepted it by leaving his homestead and moving onto the property
ISSUE:
Can a promise be enforceable without consideration?
Can a future promise be enforceable if it induced action by the promisee?
HOLDING: Yes, the if the actions by promisee were substantial and were induced by the promise. The second issue of indefiniteness (90 acres, or 80 acres) was determined to be definite through ∏’s actions (selecting the 80 acres and moving a house onto it).
RULE:
§90 Promise reasonably inducing definite and substantial action is binding. A promise which the promisor should reasonably expect to induce action or forbearance of a definite and substantial character on the part of the promisee and which does induce such action or forbearance, is binding if injustice can be avoided only by enforcement of the promise. (also know as promissory estoppel)
Equitable estoppel: an estoppel that prevents a person from adopting a new position that contradicts a previous position maintained by words, silence, or actions when allowing the new position to be adopted would unfairly harm another person who has relied on the previous position to his or her loss (def. Findlaw)
RATIONALE: Frank’s brother, August, convinced his mother not to give Frank the land. The court found that since Frank gave up his homestead [] and did move himself and family to the 80 acres, made lasting and valuable improvements and other expenditures relying on his mothers promise. And that he lived there for nearly a year before he was served with notice to quit. That the promise had induced substantial action by promisee and was binding.
RESULT: There is no place like home. (So long as make lasting and valuable improvements and give up your previous home)
Hamer v. Sidway
NAME: Hamer v. Sidway
COURT: New York Court of Appeals
DATE: 1891
TYPE OF ACTION: Breach of Contract
FACTS:
Timeline
March 20th, 1869 Uncle, in presence of family and guests promises nephew that if he would refrain from drinking, smoking and the like until he turns 21 years old, the uncle will give him $5000
January 31st, 1875 Nephew writes Uncle that he preformed his part of the deal
February 6th, 1875 Uncle confirms that he received the Jan 31st letter.
That he has the $5000 in the bank and that he was saving the money for this occasion
Includes a P.S. that the money is now on interest.
Mentions a bunch of sheep that should provide a nice income in the spring.
Finishes saying that he is very sick and has been confined to his room for 17 days, but is feeling better.
Nephew receives the Feb 6th letter and consents that the money (plus interest) should remain in possession of the Uncle.
January 29th, 1887 Uncle William E. Story dies.
Nephew brings claim of $5000 with interest starting Feb 6th, 1875 to Executor of Uncle
PROCEDURAL HISTORY:
Trial Court found that there was an agreement (offer of $5000 and acceptance no drinking…) from the March 20th promise.
CONTENTIONS OF THE PARTIES:
PLAINTIFF: The nephew contents that he gave up his right to drink and smoke and is entitled the promised $5000 plus interest
DEFENDANT: The executor contents that giving up drinking and smoking and the like is for the plaintiffs own good. That the uncle gains nothing from the nephew giving up this right. Further, that the statue of limitations of accepting the gift had past.
ISSUE: Is the forbearance of a right sufficient to sustain a promise?
HOLDING: Appeals decision is reversed and the estate owes the nephew his 5k
RULE: Consideration means not so much that one party is profiting as that the other abandons some legal right in the present or limits his legal freedom of action in the future as an inducement for the promise of the first.
RATIONALE:
The promise is binding. It is sufficient that the plaintiff gave up a legal right. Further, there is nothing to show that the uncle did not benefit. Lastly, the Feb 6th letter closed with the money now accruing interest suggests that the money was now the nephews and the uncle was holding it in trust.
COURT: New York Court of Appeals
DATE: 1891
TYPE OF ACTION: Breach of Contract
FACTS:
Timeline
March 20th, 1869 Uncle, in presence of family and guests promises nephew that if he would refrain from drinking, smoking and the like until he turns 21 years old, the uncle will give him $5000
January 31st, 1875 Nephew writes Uncle that he preformed his part of the deal
February 6th, 1875 Uncle confirms that he received the Jan 31st letter.
That he has the $5000 in the bank and that he was saving the money for this occasion
Includes a P.S. that the money is now on interest.
Mentions a bunch of sheep that should provide a nice income in the spring.
Finishes saying that he is very sick and has been confined to his room for 17 days, but is feeling better.
Nephew receives the Feb 6th letter and consents that the money (plus interest) should remain in possession of the Uncle.
January 29th, 1887 Uncle William E. Story dies.
Nephew brings claim of $5000 with interest starting Feb 6th, 1875 to Executor of Uncle
PROCEDURAL HISTORY:
Trial Court found that there was an agreement (offer of $5000 and acceptance no drinking…) from the March 20th promise.
CONTENTIONS OF THE PARTIES:
PLAINTIFF: The nephew contents that he gave up his right to drink and smoke and is entitled the promised $5000 plus interest
DEFENDANT: The executor contents that giving up drinking and smoking and the like is for the plaintiffs own good. That the uncle gains nothing from the nephew giving up this right. Further, that the statue of limitations of accepting the gift had past.
ISSUE: Is the forbearance of a right sufficient to sustain a promise?
HOLDING: Appeals decision is reversed and the estate owes the nephew his 5k
RULE: Consideration means not so much that one party is profiting as that the other abandons some legal right in the present or limits his legal freedom of action in the future as an inducement for the promise of the first.
RATIONALE:
The promise is binding. It is sufficient that the plaintiff gave up a legal right. Further, there is nothing to show that the uncle did not benefit. Lastly, the Feb 6th letter closed with the money now accruing interest suggests that the money was now the nephews and the uncle was holding it in trust.
Harlow & Jones, Inc v. Advance Steel Co.
CAPTION:
NAME: Harlow & Jones, Inc v. Advance Steel Co.
COURT: United States District Court
DATE: 1976 Judge Feikens
TYPE OF ACTION: Breach
FACTS:
Timeline
Late June, 1974 Stewart, president of Advance has several telephone conversations with Harow independent steel broker VanAs
July 2nd, 1974 Stewart advised broker that he was interested in 1000 metric tons of steel
July 2nd, 1974 broker submits order of 1000 metric tons to Harlow’s president Greve
July 9th, 1974 Harlow mails sales form (S-2373) to Advance, (received but not signed or returned)
July 19th, 1974 Advance mails sales form (B-04276) to Harlow, (received on July 25, 1974 but not signed or returned)
Steel is shipped on 3 vessels.
Shipped September-Arrived in October, accepted and paid by Advance
Shipped October -Arrived in October, accepted and paid by Advance
Shipped November -Arrived in November, rejected by Advance
General Facts
Both sales forms have same quantities, specifications (with minor revisions), and shipping dates.
The shipping date on both forms was September-October.
PROCEDURAL HISTORY: Federal District Court
CONTENTIONS OF THE PARTIES:
PLAINTIFF: That the steel was shipped in time to fulfill Advance order, according to the sales form they sent to Advance, and that Advance was in breach of the agreement on Harlow’s sales form.
DEFENDANT: Maintains that the steel was not shipped on time and therefore Harlow was in breach of the agreement on the Advance sales form, and that according to Advance’s sales form, the right to cancel the order.
ISSUE: Under which agreement is the contract formed?
HOLDING: The court found that the conduct between Advance and the steel broker phone conversations in late June formed the contract. And that Advance was in breach.
RULE:
UCC §2-204(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
UCC §2-204(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined
UCC §2-204(3) Even though one or more terms are left open, a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy
UCC §2-207(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act
RATIONALE: The conduct between the steel broker and Advance was sufficient to form an agreement. After the phone conversations the steel broker submitted an order to Harlow, who then ordered the steel from Europe. This agreement came before the two sales forms. Further, there is substantial agreement between the specifics on the two sales forms including the ship date. A ship date of Sept.-Oct. meant that the steel would arrive in October or November. The last shipment arrived in November which the court found to satisfy the shipping requirement in the contracts because there was no material delay.
RESULT: The conduct between the parties formed a contract even while the details of the contract were still being worked out.
NAME: Harlow & Jones, Inc v. Advance Steel Co.
COURT: United States District Court
DATE: 1976 Judge Feikens
TYPE OF ACTION: Breach
FACTS:
Timeline
Late June, 1974 Stewart, president of Advance has several telephone conversations with Harow independent steel broker VanAs
July 2nd, 1974 Stewart advised broker that he was interested in 1000 metric tons of steel
July 2nd, 1974 broker submits order of 1000 metric tons to Harlow’s president Greve
July 9th, 1974 Harlow mails sales form (S-2373) to Advance, (received but not signed or returned)
July 19th, 1974 Advance mails sales form (B-04276) to Harlow, (received on July 25, 1974 but not signed or returned)
Steel is shipped on 3 vessels.
Shipped September-Arrived in October, accepted and paid by Advance
Shipped October -Arrived in October, accepted and paid by Advance
Shipped November -Arrived in November, rejected by Advance
General Facts
Both sales forms have same quantities, specifications (with minor revisions), and shipping dates.
The shipping date on both forms was September-October.
PROCEDURAL HISTORY: Federal District Court
CONTENTIONS OF THE PARTIES:
PLAINTIFF: That the steel was shipped in time to fulfill Advance order, according to the sales form they sent to Advance, and that Advance was in breach of the agreement on Harlow’s sales form.
DEFENDANT: Maintains that the steel was not shipped on time and therefore Harlow was in breach of the agreement on the Advance sales form, and that according to Advance’s sales form, the right to cancel the order.
ISSUE: Under which agreement is the contract formed?
HOLDING: The court found that the conduct between Advance and the steel broker phone conversations in late June formed the contract. And that Advance was in breach.
RULE:
UCC §2-204(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
UCC §2-204(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined
UCC §2-204(3) Even though one or more terms are left open, a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy
UCC §2-207(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act
RATIONALE: The conduct between the steel broker and Advance was sufficient to form an agreement. After the phone conversations the steel broker submitted an order to Harlow, who then ordered the steel from Europe. This agreement came before the two sales forms. Further, there is substantial agreement between the specifics on the two sales forms including the ship date. A ship date of Sept.-Oct. meant that the steel would arrive in October or November. The last shipment arrived in November which the court found to satisfy the shipping requirement in the contracts because there was no material delay.
RESULT: The conduct between the parties formed a contract even while the details of the contract were still being worked out.
Normile v. Miller
CAPTION:
NAME: Normile v. Miller
COURT: Supreme Court of North Carolina
DATE: 1985 Judge Frye
TYPE OF ACTION: Breach of Contract
FACTS:
Timeline
August 4th 1980 the property located in Charlotte, NC was listed for sale
Same day
Property was showed to Plaintiff by real estate agent Richard Byer of Gallery of Homes
An offer letter was created by Plaintiff with the help of agent
Original offer letter created by Plaintiff included a timeline of “5:00 P.M. Aug. 5th 1980. A signed copy shall be promptly returned to the purchaser.”
~Afternoon
Agent brings original offer letter to Defendant-seller Miller
Miller returns executed form to Byer which contains several changes.
Changes: larger down payment, larger down payment at closing, and a change in terms from 25 years to 20 year mortgage
~Evening
Agent presents Defendant’s counteroffer to Plaintiff
Plaintiff neither accepts or declines the offer (Agent takes this for Declines)
August 5th 12:30AM to 2:00 P.M. Agent shows property and similar offer (similar to counteroffer) to 3rd party which is accepted.
Sometime after 2:00PM and before 5:00PM Plaintiff Normile submits offer to purchase to Gallery of Homes office along with deposit listed on counteroffer
PROCEDURAL HISTORY:
CONTENTIONS OF THE PARTIES:
PLAINTIFF: That there existed a contract between the Plaintiff and Defendant, and that the contract included a deadline for acceptance of the offer.
DEFENDANT: That there existed no contract between the party’s, and further that if there was a contract there was no option, no provision for time-for-acceptance.
ISSUE: Did the Plaintiff have an option to buy the property that was included in the original offer, or was that option removed by the existence of a counteroffer?
HOLDING: That Plaintiff did not have an option to buy the property, and that when presented with the offer needed to affirm or decline the offer.
RULE:
Effects of a Counteroffer
original offer is rejected and ceases to exist
counteroffer requires the original offeror to either accept or reject
RATIONALE:
“a clause stipulating that the seller must accept the offer and approve the sale within a certain specified period of time...simply indicates that the offer will automatically expire”
“An ‘offer to purchase’ is simply an offer by a purchaser to buy property”
The Plaintiff did not accept, either expressly or by conduct, defendant’s counteroffer. But instead chose to operate under the impression that they had an option to buy the property and that the property was “off the market”
The defendant made no promise or agreement to hold her offer open
Option:
1: the power or right to choose, also : a choice made or available
2: a privilege of demanding fulfillment of a contract on any day within a specified time
3: a contract conveying in exchange for the payment of a premium a right to buy or sell designated securities, commodities, or interests in property at a specified price during a stipulated period
Since the Defendant’s offer included no option the defendant was able to enter into a contract with the 3rd party.
Defendant gave notice to Plaintiff that the counteroffer had been terminated.
RESULT:
“you snooze you lose”
NAME: Normile v. Miller
COURT: Supreme Court of North Carolina
DATE: 1985 Judge Frye
TYPE OF ACTION: Breach of Contract
FACTS:
Timeline
August 4th 1980 the property located in Charlotte, NC was listed for sale
Same day
Property was showed to Plaintiff by real estate agent Richard Byer of Gallery of Homes
An offer letter was created by Plaintiff with the help of agent
Original offer letter created by Plaintiff included a timeline of “5:00 P.M. Aug. 5th 1980. A signed copy shall be promptly returned to the purchaser.”
~Afternoon
Agent brings original offer letter to Defendant-seller Miller
Miller returns executed form to Byer which contains several changes.
Changes: larger down payment, larger down payment at closing, and a change in terms from 25 years to 20 year mortgage
~Evening
Agent presents Defendant’s counteroffer to Plaintiff
Plaintiff neither accepts or declines the offer (Agent takes this for Declines)
August 5th 12:30AM to 2:00 P.M. Agent shows property and similar offer (similar to counteroffer) to 3rd party which is accepted.
Sometime after 2:00PM and before 5:00PM Plaintiff Normile submits offer to purchase to Gallery of Homes office along with deposit listed on counteroffer
PROCEDURAL HISTORY:
CONTENTIONS OF THE PARTIES:
PLAINTIFF: That there existed a contract between the Plaintiff and Defendant, and that the contract included a deadline for acceptance of the offer.
DEFENDANT: That there existed no contract between the party’s, and further that if there was a contract there was no option, no provision for time-for-acceptance.
ISSUE: Did the Plaintiff have an option to buy the property that was included in the original offer, or was that option removed by the existence of a counteroffer?
HOLDING: That Plaintiff did not have an option to buy the property, and that when presented with the offer needed to affirm or decline the offer.
RULE:
Effects of a Counteroffer
original offer is rejected and ceases to exist
counteroffer requires the original offeror to either accept or reject
RATIONALE:
“a clause stipulating that the seller must accept the offer and approve the sale within a certain specified period of time...simply indicates that the offer will automatically expire”
“An ‘offer to purchase’ is simply an offer by a purchaser to buy property”
The Plaintiff did not accept, either expressly or by conduct, defendant’s counteroffer. But instead chose to operate under the impression that they had an option to buy the property and that the property was “off the market”
The defendant made no promise or agreement to hold her offer open
Option:
1: the power or right to choose, also : a choice made or available
2: a privilege of demanding fulfillment of a contract on any day within a specified time
3: a contract conveying in exchange for the payment of a premium a right to buy or sell designated securities, commodities, or interests in property at a specified price during a stipulated period
Since the Defendant’s offer included no option the defendant was able to enter into a contract with the 3rd party.
Defendant gave notice to Plaintiff that the counteroffer had been terminated.
RESULT:
“you snooze you lose”
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