ANSWER Offers containing an error resulting from (1) miscalculation by the offeror, or (2) misprints in its transmission, are not capable of acceptance where the error was so obvious that the offeree should have realized that a mistake had been made. EXAMPLE In determining if a mistake was "so obvious" that the offeree should have realized that an error had been made, two factors are frequently considered: (1) the closeness in amount of the next best offer (i.e., if the mistaken "offer" quoted a price of $60,000, and the next best offer was $150,000, the offeree probably should have recognized that a mistake had been made), and (2) the offeree's prior experience with respect to the type of transaction involved (i.e., if the best offer received in the past was $80,000, and the offer in question is $35,000, the offeree arguably should have recognized that a mistake had been made). •EXAMINATION TIP: Where the facts of a hypothetical indicate only that a mistake was made by the offeror or the transmitting entity which he/she had selected, analysis of the two factors described above will determine if the offeror can avoid the agreement. ANSWER A firm offer is one which (1) pertains to a sale of goods, (2) is made in a signed writing by a merchant, and (3) assures the offeree that it will be held open. It is non-revocable for the time stated or a reasonable period of time, but in no event may the offeror's inability to revoke exceed three months. UCC Section 2-205. EXAMPLES A (an attorney) offers to sell his lawnmower to B (a doctor) for $200, and states in a signed writing that his offer is "firm" for one month. One week later, however, A informs B that his offer is revoked. Immediately thereafter, B advises A that the offer is accepted. A's revocation is valid since he is not a "merchant" with respect to lawnmowers (i.e., he is not in the business of selling those items). Thus, no "firm offer" was made (even though A purported to make his offer non-revocable). Joe, who owns a tract of residential homes, promised (in writing) to sell one of them to X for $50,000. Prior to X's acceptance, Joe withdrew the offer. Joe's revocation would be valid. He had not made a firm offer because: (1) no assurance that the offer would not be withdrawn had been given, and (2) Joe is not a merchant (i.e., he is a vendor of land, not goods). • EXAMINATION TIP: The firm" offer doctrine pertains only to contracts for the sale of goods. UCC Section 2-205. • EXAMINATION TIP: Unlike most other frequentlytested UCC sections, 2-205 does require a merchant. postbse ANSWER At common law, an offer must articulate the material terms of the bargain or else the offeree would have no idea what to accept. EXAMPLE X offers to sell his home to B for $100,000, and B accepts. If X later seeks to avoid the transaction, he could argue that the offer was not sufficiently definite as to the following material terms: (1) when the transaction was to close, (2) what type of deed (quitclaim or warranty) X was to convey to B, and (3) whether the entire purchase price had to be paid in cash (or could B pay a portion of it on credit)? However, it might be implied into the agreement that (1) closing must occur within a reasonable period of time, (2) the deed would be the type which is ordinarily utilized in similar transactions in that locale, and (3) payment had to be entirely in cash. • EXAMINATION TIP: The UCC is quite liberal in supplying material terms where an agreement was actually intended. UCC Section 2-204(3). Unless the circumstances indicate otherwise, (1) price, (2) place of delivery, and (3) time of performance can all be implied into an agreement. UCC Sections 2-305, 2-308 and 2-309, respectively. ANSWER An offer for a unilateral contract is one which can be accepted only by (1) performance of a specific act, or (2) refraining from performing an act which the offeree was otherwise entitled to undertake. EXAMPLE X advises Y that, if the latter paints his (X's) barn within three days, he will pay $500 to Y. Even if, at that time, Y advises X that he will paint the barn within three days, no contract is formed. Y can accept X's offer only by actually painting the structure. If X offers to pay Y $500 "for painting his barn," Y could probably accept by a promise or actually painting the structure within a reasonable period of time. • EXAMINATION TIP: Where it is unclear whether the offer is one for a unilateral or bilateral contract, acceptance may be made by either a promise or performance. • EXAMINATION TIP: Issues pertaining to the unilateral/bilateral contract distinction arise in the context of revocation (i.e., an offeror is attempting to revoke his offer prior to the time the act described in the offer has been completed). If the offer is bilateral in nature, and the offeree accepts by a promise, the offeror's ability to revoke is extinguished. However, if an offer is unilateral in nature, it can ordinarily be revoked at any time prior to the offeree's having made a substantial beginning toward performance. ANSWER An acceptance is the expression of present, unequivocal, unconditional assent by the offeree to each and every term of the offer. Unless the offeror specifies a particular mode of acceptance, it can ordinarily be made in any reasonable manner. EXAMPLES X sends a letter to Y, offering to sell the latter widgets at 5 cents apiece. The letter also states that "if the price is acceptable, please mail me a confirmation to that effect." Y calls and advises X that the contract has been accepted. X then responds that (1) the offer is revoked, and (2) Y's telephonic acceptance is invalid (i.e., acceptance had to occur by mailing a confirmation). However, since X's offer had not stipulated that acceptance could be made only by mailing the confirmation, Y's acceptance was probably valid. X writes to Y, offering to sell the latter an automobile for $400.00 and stating that, unless X hears from Y to the contrary in 3 days, he (X) will assume that Y accepts his offer. Unless X and Y had previous dealings which would lead X to reasonably believe that Y's inaction constituted an acceptance, Y's failure to respond to X's letter would not create a contract. •EXAMINATION TIP: Inaction ordinarily does not constitute acceptance. ANSWER An offer lapses (1) automatically, after the time stated for acceptance has expired, or (2) where no time for acceptance has been specified, after a reasonable period of time. EXAMPLES In a written memo, A offers to sell his used car to B for $2,000. Five days later, B tenders the required amount to A. A could contend that a reasonable period of time had expired prior to B's purported acceptance (and therefore A's offer had lapsed). A sends a letter to B dated January 4, whereby A offers to sell Blackacre to B for $10,000. However, the writing states that the offer will expire "in 10 days." B, who received A's letter on January 6, validly accepts A's offer on January 15. B's acceptance is timely because she accepted within 10 days after receipt. • EXAMINATION TIP: Where an offer is made in a face-to-face or over-the-telephone context, it ordinarily expires when the discussion is concluded, unless a contrary intention is communicated to the offeree by the offeror. Rest. 2d, Section 40. • EXAMINATION TIP: Where a dated writing contains an offer which states that it will be held open for a specified number of days, the time period within which to accept ordinarily commences from the date of the offeree's receipt (rather than from the date upon which the letter or telegram was sent). ANSWER An offer terminates automatically when it has been rejected by the offeree or the latter has made a counter-offer. EXAMPLES If in response to an offer to purchase a desk for $75.00, the offeree responded (1) "No way, that's too high" (a rejection), or (2) "I'll pay you $60.00 for it" (a counteroffer), the original offer would be extinguished. The offeree no longer has the right to accept the offer (even on its originally proposed terms). A mere inquiry by an offeror (i.e., "Would you take $60.00 for it?"), however, does not constitute a rejection. Despite this question, the original offer probably could still be accepted (assuming it had not otherwise lapsed). EXAMINATION TIP: Where a rejection is mailed by the offeree, and the latter then dispatches a valid, overtaking acceptance (i.e., one which reaches the offeror prior to the rejection), the acceptance will ordinarily be controlling. On the other hand, if the rejection arrives first, the fact that the acceptance was dispatched will not control. 11 ponbire ANSWER Revocation of an offer by the offeror is ordinarily effective when the offeree (1) receives notice from the offeror, prior to acceptance, that the latter's offer is withdrawn, or (2) learns, from a "reliable source," of an act or statement by the offeror which is inconsistent with her offer. A revocation, however, probably does not occur merely because the offeree learns that the offeror has made a similar offer to another party. EXAMPLE A offered to sell Blackacre to B for $50,000. Three days later, before having accepted A's offer, B learned from A's best friend that A had just sold the land to C. At the moment B acquired knowledge of the sale, A's offer would be revoked. • EXAMINATION TIP: Where a valid acceptance is followed by an overtaking revocation, the acceptance will ordinarily be controlling. • EXAMINATION TIP: Since (1) a valid acceptance is effective upon dispatch, and (2) a revocation is effective only when actually communicated to the offeree, a revocation which is dispatched after a valid acceptance has been made is ineffectual (even though the offeror had not received the acceptance). This result is sometimes called the "mailbox rule." ANSWER A promise given in exchange for (1) a promise to undertake an act, -or- (2) the actual undertaking of an act, which the promisee was already legally obliged to perform, is not enforceable, because the promisor receives no consideration in exchange for his promise. EXAMPLE A, who owed $500 to B, advised B that the debt would not be paid, unless B promised to wash A's car after payment was made. B agreed. However, after A made the $500.00 payment, B refused to wash A's car. A could not successfully sue B for the price of a car wash. A was already under an undisputed, pre-existing duty to pay $500 to B. The fact that A relinquished his "right" to breach the contract with B is not significant (Foakes v. Beer). ANSWER Where, at the time a contract was made, both parties were mistaken with respect to a material fact upon which the agreement was premised, contract will be void, and recission will be the appropriate remedy. EXAMPLES Where (1) two parties entered into an agreement for the purchase and sale of a residential home, and (2) it was subsequently discovered that a large deposit of oil is located below the surface of the land, the mutual mistake doctrine would not be applicable. Each party received that for which he had bargained (the seller had desired to sell a home, and the buyer had desired to purchase it). Buyer agreed to buy a Picasso painting from Seller. If it was subsequently determined that the work had been done by another artist, Buyer could probably rescind the transaction. In this instance, there was a mutual mistake of fact going to the essence of the contract. If A agrees to purchase a residential home from B because she (incorrectly) believes oil lies beneath the surface of the land, A cannot later avoid the agreement when her mistake becomes evident, unless B knew that A was entering into the agreement with that understanding. •EXAMINATION TIP: Unilateral mistake is ordinarily not a basis for avoiding a contract. ANSWER An option contract is one in which the offeror, for consideration, has relinquished his usual right to revoke an offer for a period of time (either the time specified in the option agreement, or a reasonable period of time if no precise duration has been stipulated). EXAMPLE A offers to sell Blackacre to B for $50,000. B advises A that he needs 30 days to determine if he can obtain that amount. B promises to deliver his used vehicle to A within two weeks if the latter will extend the offer for one month. If A agrees, the parties have entered into an option contract. • EXAMINATION TIP: If acceptance of the offer contained in the option contract is not made by the offeree within the requisite period of time, the offer will automatically cease to exist. • EXAMINATION TIP: In a few jurisdictions, an offer is binding as an option contract, without consideration, if it (1) is in writing, (2) is signed by the offeror, (3) recites a purported consideration for the option, and (4) proposes an exchange of fair terms within a reasonable period of time. Rest. 2d Section 8 7(1)(a). ANSWER Forebearance to sue is good and valuable consideration even where no valid claim exists, if the promisor reasonably believes that he has a valid claim. EXAMPLES A was hurt as a consequence of B's negligent driving. A threatened to sue C (B's father and the car's owner). A erroneously (but nevertheless in good faith) believes that, under applicable law, C is liable for his son's operation of the car. C, unaware that he has no liability for B's negligent driving, promises to pay $500 to A in settlement of the latter's claim against him. If C subsequently attempted to renege upon his promise because of a lack of consideration (i.e., C received no benefit from the promise made to A, since A could not have successfully sued C), A would probably prevail. A owes $500 to B for breaching a contract to sell the latter widgets. If B delivers a signed, written release of that obligation to A, B's claim is discharged (even though B received no consideration for relinquishing her rights against A). •EXAMINATION TIP: Any claim arising out of an alleged default of a commercial contract can be discharged, without consideration, if the aggrieved party signs and delivers a waiver of such right to the breaching party. UCC Section 1-107. ANSWER To be enforceable, contracts within the Statute of Frauds must be memorialized in a writing (or group of related writings) which (1) indicates that a contract has been formed, (2) contains the essential terms, and (3) is signed by the party against whom enforcement is sought. Contracts within the Statute of Frauds include: (1) any transfer of an interest in real property, (2) a contract involving an executor or administrator, (3) one that cannot, by its terms, be performed within one year from the date upon which it was made, (4) guarantees (promises to perform the obligations of another), (5) promises in consideration for an agreement to marry, and (6) contracts for the sale of goods with an aggregate price of $500.00 or more. UCC Section 2-201. • EXAMINATION TIP: The writing which is necessary to satisfy the Statute of Frauds may be created after the contract was formed. • EXAMINATION TIP: Where an agreement, as modified, is one of the types of contracts described above, the modification must also be memorialized in a writing which satisfies the Statute of Frauds to be enforceable. • EXAMINATION TIP: You can remember the Statute of Frauds with the mnemonic MYLEGS: Marriage, 1 Year, Land, Executor, Guarantee, Sale of Goods of $500. ANSWER A guarantee is a promise to be liable for the obligation of another person (the debtor). The guarantor makes the promises to the debtor's obligee (the person to whom the debtor is obligated). EXAMPLES If A is considering making a loan to B, but is apprehensive about B's ability to repay it, A might require C to guarantee B's obligation (i.e., C would repay the debt to A if B was unable to do so). C's promise to A would be subject to the Statute of Frauds (and so, if not embodied in a writing signed by C, would ordinarily be unenforceable). A offered to make a loan to B. However, B was reluctant to accept. B was unsure if his usual income would be sufficient to cover the monthly loan payments. If C promised to indemnify B with respect to his contract with A (i.e., make any of the monthly payments to A if B was unable to do so, provided B would repay C at a stipulated interest rate), and B accepted C's offer, C's promise to B would be an indemnity (i.e., a promise made to a potential debtor). Indemnity agreements need not satisfy the Statute of Frauds to be enforceable. ANSWER A guarantee promise is not subject to the Statute of Frauds if the guarantor's main or primary purpose in making his promise to the debtor's obligee was to further his own interests. EXAMPLES A, a subcontractor who was working on a home owned by C, became involved in a good faith dispute with the general contractor, B. As a consequence, A refused to continue his work. C then orally promised to pay A if B failed to do so by a specified date. Since C's purpose in guaranteeing B's obligation to A was arguably to protect his own interests (i.e., the completion of his home), C's promise need not be in writing to be enforceable. Rest. 2d, Section 116. A desired to buy a new car, but was advised by the vendor that his (A's) parents would have to guarantee the credit portion of the purchase price. If A's parents did so orally, their debt would not be enforceable under the Statute of Frauds. Their promise was obviously to benefit A, rather than themselves. ANSWER Where a contract, by its terms, cannot possibly be performed within one year from the date upon which it was made, it must satisfy the Statute of Frauds to be enforceable. EXAMPLES A and B entered into an oral agreement on December 15, whereby B would be A's chauffeur for a specified salary during the succeeding calendar year. The contract is within the Statute of Frauds. It cannot, by its terms, be performed within one year from the date upon which it was made (the contract would not conclude until December 31 of the following year). D agrees to be A's chauffeur for the rest of A's life. Since A (even if he is a relatively young person) might die within one year from the date upon which the contract was made, the agreement is not within the Statute of Frauds. The contract is not, by its terms, impossible of performance within one year from the date upon which it was made. A and B orally agree that B will be A's chauffeur for a period of two years, but if B inherits $10,000, he will be discharged from his obligations. The contract is within the Statute of Frauds. A stipulated contingency which could excuse performance does not remove a contract from the Statute of Frauds. ANSWER An offeror cannot revoke an offer where: (1) she has entered into an option contract, (2) she has made a firm offer, (3) the offeree has foreseeably and detrimentally relied upon the offer, and (4) (in the case of an offer for a unilateral contract), the offeree has made a substantial beginning toward completion of the agreement. EXAMPLES X (a sub-contractor) submits a bid to Y (a prime contractor), who integrates it into an offer which is made to Z (who requested several construction entities to submit bids relating to the construction of an office building). After Y's bid was submitted to Z, X revokes his offer (i.e., a construction bid in the construction industry is ordinarily viewed as an offer) to Y. Assuming Y could no longer alter his bid to Z, X might be estopped from revoking his offer to Y (i.e., Y has foreseeably and detrimentally relied upon X's bid to him). X promises to pay $50,000 to Y, when the latter constructs and delivers a particular type of sailboat to the former. Y purchases the necessary materials and begins building the craft. When he has completed about 1/4 of the boat, X attempts to revoke his offer. X's purported revocation is invalid. He must now permit Y to have a reasonable period of time to complete construction of the sailboat. Rest. 2d. Section 45. Even if a contract is not, by its terms, capable of performance within one year from the date upon which it is made, where either side has fully performed his obligations, the agreement is enforceable (despite lack of compliance with the Statute of Frauds). EXAMPLES A orally promised to prepare B's case summaries for the 3 years during which the latter attended law school. At the end of that time, B would pay $15,000 to A. If A fully performs his obligations under the agreement, B cannot subsequently contend that the lack of a writing makes his obligation unenforceable. A and B orally agree that B will be A's chauffeur for a period of 2 years, for which services A agrees to immediately pay B the sum of $10,000. If A pays the $10,000 to B, the contract is enforceable, despite the lack of compliance with the Statute of Frauds. Rest. 2d, Section 130. ANSWER Many courts will enforce an oral promise or agreement pertaining to the transfer of an interest in land where the transferee has (a) taken possession of the land, or made significant improvements to the real property, and, (b) in some states, paid at least a portion of the purchase price. EXAMPLES X orally agrees to sell his property, Blueacre, to Y for $350,000. Y pays X $250,000 as a down payment and installs a new septic system on the property. X then attempts to back out of the sale, citing the Statute of Frauds. Under part performance doctrine, Y will probably be entitled to the property. A agrees to sell his family home, Whiteacre, to B for $20,000. B pays A $4,000 as a down payment. A then decides to back out of the deal, citing the Statute of Frauds. A will probably prevail, as B has neither taken possession of the property nor made significant improvements to it. •EXAMINATION TIP: A few courts take the view that specific performance should be permitted in this context whenever a grantee has '"so changed his/her position that injustice can be avoided only by specific enforcement"; Rest. 2d, Section 197. ANSWER Between merchants, where a writing in confirmation of the contract is sent by one party to the other, which writing would be effective (i.e., satisfies the UCC's Statute of Frauds' requirements) against the sender, the Statute of Frauds is deemed to be satisfied if (1) the confirmation is sent within a reasonable time after the agreement was made, and (2) the recipient fails to object to it within 10 days after receipt. UCC Section 2-201(2). EXAMPLE A and B, who are each merchants, orally agree on the telephone that B will furnish 500 widgets to A at $4 per item. Since the aggregate price of the goods is $500 or more (i.e., $2,000 in this instance), the UCC's Statute of Frauds must be satisfied. If (1) promptly after the telephone conversation, B sent a signed acknowledgement describing the terms of their agreement to A, and (2) A failed to object to the writing within 10 days after its receipt, the Statute of Frauds defense could -not- be successfully raised by A (even though he never signed a memorandum pertaining to the transaction). 1NSWER To the extent that goods have been (1) accepted by the seller, or (2) paid for, by the buyer, a contract within the UCC's Statute of Frauds is enforceable, despite the absence of a writing. EXAMPLES A orally ordered 500 widgets from B at $4 per item. Since the aggregate price is "$500 or more" (i.e., $2,000), the Statute of Frauds is applicable. If B delivered, and A accepted, 100 widgets, A would be liable for payment of those items (i.e., A would be liable to B for $400), despite the absence of a writing. B could, however, contend that the balance of the agreement is unenforceable under the Statute of Frauds. A telephonically ordered 500 widgets from B at $4.00 per item. If A prepaid $1,000 to B, A could enforce the contract to the extent of 250 widgets. However, A probably could - not- enforce the balance of the contract (i.e., the sale of the remaining 250 widgets). ANSWER Where (1) goods are to be specially manufactured for the buyer, (2) they are not suitable for sale to others in the ordinary course of the seller's business, and (3) the circumstances reasonably indicate that the goods are for the buyer, an oral contract is enforceable, notwithstanding lack of compliance with the Statute of Frauds, if the vendor had (1) made a substantial beginning with respect to the manufacturing of the items, or (2) undertaken substantial commitments for their procurement, prior to repudiation of the agreement by the buyer. EXAMPLE X orally contracted with Y for the latter to construct a speedboat pursuant to a blueprint delivered by the former to Y. After Y had expended $16,000 to purchase the necessary raw materials, X orally advised Y that (1) he had decided not to participate in the race for which the speedboat was being built, and (2) therefore, he had no need for the craft. Since (1) Y had expended $16,000 prior to receiving X's notice of repudiation, and (2) X's blueprint was probably unique, the "specially manufactured goods" exception to the ANSWER Where a person promises consideration to another for the latter's promise to marry the former, the agreement is ordinarily within the Statute of Frauds. EXAMPLES A orally promised to give 1,000 shares of IBM stock to B, if she would marry him. B accepted A's offer. If A subsequently changed his mind and declined to marry B, A's promise to deliver the stock would not be enforceable under the Statute of Frauds. Mrs. A and Mrs. B were the mothers of X and Y, who were engaged to be married. Mrs. A and Mrs. B orally agreed that each would give $10,000 to her son and daughter, respectively, when the latter two persons married (an event which was already scheduled to occur in one month). If the marriage occurred and Mrs. B repudiated her obligation to give $10,000 to her daughter, her promise would not be enforceable. In this instance, no consideration was offered in exchange for a promise to many. ANSWER Several writings may be aggregated to meet the requisites of the Statute of Frauds, provided their inter-relationship is reasonably apparent from the face of the documents. EXAMPLE A submitted a signed, written offer to B for the purchase of Blackacre from the latter for $50,000. B orally accepted it. Two days later, B sent a letter to A, stating that she (1) had changed his mind about selling Blackacre pursuant to A's offer, and (2) was sorry for any inconvenience her decision might cause A. Although (1) B never signed A's memorandum, and (2) B's letter did not contain the essential terms of the agreement (i.e., the price of Blackacre), a court might aggregate A's offer and B's letter, since the latter refers to the former. In such event, the Statute of Frauds would be satisfied (i.e., taking both writings together, the essential terms are embodied in a memorialization signed by B). •EXAMINATION TIP: This rule applies to both common law and UCC contracts. ANSWER When a contract is not enforceable by reason of the Statute of Frauds, courts will sometimes permit the plaintiff to recover in quasi-contract for the reasonable value of the benefit bestowed upon the defendant. EXAMPLE A orally agreed to summarize B's cases during the 3 years B was in law school for $5.00 per summary. Since the agreement, by its terms, cannot be completed within 1 year, it is within the Statute of Frauds. It is therefore unenforceable. Three months into B's first semester, B advised A that (1) A's services were no longer necessary, and (2) no payment to A would be made. A could probably recover for the reasonable value of the time which she expended on B's behalf prior to his repudiation. • EXAMINATION TIP: Where recovery is permitted in quasi-contract, the contractual rate of compensation is not dispositive. While A might be awarded $5.00 per case summary, she could alternatively be reimbursed at a greater (or lesser) rate. Market value is often used as a measure. • EXAMINATION TIP: Where a plaintiff has foreseeably relied in a substantial, detrimental manner upon the defendant's promise to reduce an oral agreement to writing, the latter might be estopped from asserting the Statute of Frauds. ANSWER Contracts between an adult and a minor are ordinarily voidable at the option of the latter, provided he disavows the agreement within a reasonable period of time after reaching majority. The minor may, however, enforce the contract against the adult. EXAMPLE A and B entered into a contract whereby A, an adult, agreed to sell a bike to B (a 17-year old) for $100. If the age of majority is 18, B could repudiate the agreement, provided he acts within a reasonable period of time after reaching majority. • EXAMINATION TIP: Where a minor disaffirms a contract, he is ordinarily liable for the reasonable value of any necessaries (i.e., food, shelter, clothing, etc.) received pursuant to the agreement under a quasicontract theory. • EXAMINATION TIP: If a minor fails to disaffirm a contract within a reasonable period of time after reaching majority, he is deemed to have affirmed the agreement. ANSWER An express condition precedent is an event, not certain to occur, which the parties have agreed must occur before performance under an existing agreement becomes obligatory. EXAMPLE A and B agreed that A would purchase Blackacre from B for $50,000, if A, within 30 days, could obtain a loan for that amount at an interest rate not exceeding 10%. The acquisition of the loan is a condition precedent to A's obligation to purchase Blackacre. If A is unable to obtain financing within 30 days, she is not obliged to purchase Blackacre. If, however, A fails to exercise her reasonable best efforts to obtain the loan, the condition is deemed to be satisfied. •EXAMINATION TIP: There is no substantial performance of an express condition precedent. A agrees to sell his car to B for $1,000, provided B runs a 5-minute mile within the next two weeks. B makes several attempts within the stipulated period, but his best "time" was 5:02 minutes. A's obligation to sell B the car for $1,000 has been discharged (even though B failed to satisfy the condition precedent by only 2 seconds). A could, of course, waive the condition precedent, since this provision was obviously inserted for his benefit. &NSWER Where one party's obligation is expressly conditioned upon his satisfaction with the other side's performance, an objective (i.e., reasonable person) or subjective (good faith belief) standard will ordinarily be implied into the determination. EXAMPLE A and B agree that (1) A will paint a portrait of B, and (2) if B is satisfied with the picture, she would pay $5,000 to A. After the painting is completed, B advises A, in good faith, she is dissatisfied because the portrait makes her appear too elderly. B is discharged from any obligation, whatsoever, to A. A cannot even recover the costs incurred for paints and other materials. • EXAMINATION TIP: Where the determination involves matters of a business or commercial nature, an objective standard (i.e., reasonable person) will usually be implied into the agreement. Where the underlying agreement involves matters of a personal or aesthetic nature, good faith is implied. Where a contract stipulates that the satisfaction of another party is a condition precedent, the good faith standard is ordinarily utilized. • EXAMINATION TIP: Recovery in quasicontract may not be obtained where it is inconsistent with an express condition precedent. ANSWER A condition subsequent is an event, not certain to occur, whose occurrence extinguishes an outstanding contractual obligation. EXAMPLES A and B enter into a contract whereby B agrees to be A's chauffeur for A's life, at the rate of $250 per week; provided, however, if B's uncle dies and leaves the latter an inheritance in excess of $10,000, B may leave A's employ. The death of B's uncle and bequest to B of an amount in excess of $10,000 are conditions subsequent to the A/B agreement. If both occur, B may, at his option, leave A's employ. A, a franchisee, enters into a requirements contract with B, to supply the latter with stools to be obtained by A from her franchisor, C. If (1) C terminates the franchise agreement with A, and (2) the A/B contract said nothing about this contingency, continuation of the franchise arrangement might be viewed as a condition subsequent of A's obligations to B. • EXAMINATION TIP: The burden of proof with respect to the occurrence of a condition subsequent is upon the defendant. (The plaintiff has the burden of proof with respect to the occurrence of an express condition precedent). • EXAMINATION TIP: Conditions subsequent are sometimes implied into an agreement. ANSWER A constructive condition is not written or spoken, whereas an express condition is. The substantial performance doctrine applies to constructive conditions, but is not applicable with respect to express conditions. EXAMPLES A and B enter into an agreement, whereby A promises to paint B's barn for $1,000. Nothing is said as to time of payment. However, since A's promise would take a period of time to perform and B's performance (the payment) could be done instantaneously, substantial performance by A of his obligations is a constructive condition precedent to B's duty to pay A. If A completed the job, but did a small portion of it in a sloppy manner, B would nevertheless be obliged to pay A (since A had substantially performed). B could, however, deduct an amount from the contractual price equal to the cost which would be incurred to complete A's promised performance. If, on the other hand, an express condition precedent to B's obligation to pay A was completion of the job to B's good faith satisfaction, B (assuming he was, in fact, dissatisfied with A's performance) would have no liability to A. ANSWER Where a transaction involves the sale of goods, the seller's performance must ordinarily strictly conform to the agreement, or the buyer may reject the items (i.e., the seller is in material breach of the contract if his tender is not perfect). UCC Section 2-601. EXAMPLE A orders 100 widgets from B. If (1) B sends only 99 widgets, or (2) one of the 100 widgets is defective, A can reject the entire order and sue B for damages. A could also, at her option, accept any amount of the tendered widgets, and sue B for the balance. •EXAMINATION TIP: The 'perfect tender" rule is subject to several exceptions: (1) Where an installment contract exists, the seller (if he gives adequate assurance of cure) must be given an opportunity to cure a defect in any installment which does not substantially impair the value of the whole contract (UCC Section 2-612), and (2) Where the seller had reasonable grounds to believe that the tender would be acceptable to the buyer, he may, if he seasonably notifies the buyer, have a further reasonable period of time to substitute a conforming tender (UCC Section 2-508). ANSWER Where a party has materially breached, he cannot recover under the contract. However, the breaching party will sometimes be permitted to recover the value of the benefit bestowed upon the other side under a quasicontract theory. EXAMPLE X agreed to build a tavern for Y, but the completed structure failed to conform to the contractual stipulations (i.e., the building was supposed to be 400 feet by 200 feet, but as constructed was only 360 feet by 180 feet). Y could assert that a material breach has occurred, and therefore she is obliged to pay X nothing. If X has substantially performed, he can recover the agreed upon consideration, less an offset equal to the amount it would cost Y to correct his breach. However, even if X's breach is material, he might still be permitted to recover an amount equal to the benefit his labor had bestowed upon Y. • EXAMINATION TIP: Substantial performance and material breach are sides of exactly the same coin. If a party has substantially performed, she has not materially breached the agreement. Conversely, i f a party has materially breached, she has not substantially performed. • EXAMINATION TIP: The material breach doctrine is often asserted as a defense by the party attempting avoid his obligations under an agreement. ANSWER A waiver occurs where a party explicitly or implicitly (i.e., through his conduct) forgives a prospective term or condition to be performed by the other side. EXAMPLE A agrees to construct a home for B, containing 2-foot square windows. A informs B, however, that only windows which are 20 inches square are readily available. If B advises A that the smaller windows may be utilized, B would have waived the provision calling for 2-foot square windows. *EXAMINATION TIP: A waiver can ordinarily be retracted (1) before the other party has changed her position in reliance thereon, and (2) where an additional, reasonable extension to perform the term or condition in question is permitted. Assume that, in the Example, B changes his mind about permitting the 20-inch windows prior to the time A purchased the smaller items. Since A has not changed his position in reliance upon the waiver, retraction by B is probably permissible. However, B might have to give A additional time to complete the house, since the initial waiver may have delayed A's performance. ANSWER Where (1) one party has a special purpose for entering into a contract (of which the other side is aware), and (2) that purpose is frustrated by a subsequent, unforeseeable event (the risk of which was not assumed by the party asserting this doctrine), she is relieved of her prospective performance until the frustrating event has ceased to exist. EXAMPLE X Hotel contracts with nearby Y Tennis Club to pay $500 per month to Y to reserve three tennis courts for guests of X's Hotel. Subsequently, the X Hotel is destroyed by a fire. If Y continues to demand the $500 per month payment, X could assert the frustration of purpose doctrine. Since the special purpose of the contract was to afford guests at X's hotel a place to play tennis, X's monthly obligation would probably cease during the time the hotel was inoperable. However, when X Hotel was rebuilt, it would be obliged to resume its monthly payments to Y. • EXAMINATION TIP: The frustration of purpose doctrine is not negated by the fact that the party asserting it is capable of performing her obligations under the agreement. Thus, in the Example above, the fact that X Hotel can afford to make the $500 per month payments while the structure is being rebuilt is not significant. • EXAMINATION TIP: The subsequent event must be neither foreseen (subjective) or forseeable (objective) at the formation stage. ANSWER There are two types of impossibility, subjective impossibility and objective impossibility. Subjective impossibility occurs when it becomes impossible for a party to perform his obligations under a contract, but it would be possible for some other person to perform under some set of circumstances. Objective impossibility occurs when performance would not be possible by anyone under any circumstances at any time. EXAMPLES On Tuesday, A hires B to mow A's lawn on the following Saturday. On Thursday, B breaks his leg. On Friday, someone breaks into B's garage and steals his lawnmower. B's performance will not be excused because, while it is probably impossible for him to mow A's lawn, someone else could do so. On Tuesday, A hires B to mow A's lawn on the following Saturday. On Wednesday, A's lawn becomes infested with a type of grub that quickly eats and destroys grass. By Saturday, the lawn is merely dirt. B's performance is excused because no one could mow A's lawn under any circumstances. Note that, if A replants the grass, B may have a subsequent duty to mow. •EXAMINATION TIP: In personal service contracts, the death, illness or incapacity of a party will ordinarily excuse her performance. Note, however, that in the EXAMPLES above, we have an ordinary contract, not a personal service contract (i.e., it is not a contract calling for a unique skill or qualification). ANSWER Where an anticipatory repudiation has occurred, the aggrieved may (1) treat her obligations as discharged and immediately sue for breach of the agreement (unless the innocent party has completely performed and the repudiating party's only remaining obligation is the payment of money), or (2) urge the other side to retract his repudiation. EXAMPLES On May 1, A promises to paint B's barn within two weeks. In return, B promises to pay A $1,000 on June 1. After A completes about 30 % of the barn, B advises A on May 15 that he will not pay the latter. A would not be obliged to complete the job, and could commence a breach of contract action against B. If, immediately after A completed painting B's barn on May 15, B repudiated his promise to pay A, A would have to wait until June 1 to commence an action against B. •EXAMINATION TIP: The anticipatory repudiation doctrine is frequently asserted as a defense (i.e., a party justifies his nonperformance by asserting that the other side had previously made a prior anticipatory repudiation). ANSWER Where, in a transaction involving the sale of goods, one party has reasonable grounds for insecurity, she may demand adequate assurances from the other side that prospective performance will be forthcoming. If such adequate assurances are not received within a reasonable period of time (not exceeding 30 days), the innocent party may treat the other as if the latter had made an anticipatory repudiation. UCC Section 2-609. EXAMPLE X and Y had agreed on February 1, that (1) X would deliver an airplane to Y on May 1, and (2) Y would tender 1/2 of the purchase price of $250,000 to X on March 1 and the balance ($250,000) to X upon delivery of the aircraft. However, on February 15, Y heard rumors that X was almost insolvent. Since these circumstances would probably constitute "reasonable grounds for insecurity," Y could (1) refrain from making the March 1 payment, and (2) demand adequate assurances from X of his ability to perform. If X fails to give Y such adequate assurances, Y can treat X as being in breach of contract. •EXAMINATION TIP: The "reasonable insecurity" doctrine allows one party to, in effect, "push" the other side into an anticipatory repudiation (even though the latter has not said or done anything to indicate that performance might not be forthcoming). ANSWER Where a third party offers to perform the promises of another (the obligor) pursuant to an existing agreement, and the other party (the obligee) to the contract agrees to (i) release the obligor, and (ii) substitute the new party in lieu of the obligor, a novation has occurred. As a consequence, the obligor is relieved of her obligations under the original agreement. EXAMPLES X enters into a contract with B, whereby A is to deliver 20 widgets to B each month. X validly assigns all of his rights and obligations under the contract to C. X and C expressly advise B of the assignment. If C failed to deliver the widgets, B could bring an action against both X and C. No novation has occurred. B did not explicitly agree to substitute C in lieu of X. A delegation of duties does not relieve the original obligor of his obligations to the obligee. X owes $1,000 to Y, payable in one month, for goods previously delivered by Y to X. Z advises Y that if Y will release X from the underlying obligation, he (Z) will make the payment. If Y accepts this offer, a novation has occurred and X is released from his obligation to Y. ANSWER An accord is an agreement whereby one party agrees to accept performance which is different from that presently owed to her. The satisfaction occurs when the accord is performed (thereby discharging both parties from their contractual obligations). If the accord is not satisfied, the obligee can sue under either the old contract or for breach of the accord. EXAMPLE A owes $1,500 to B for performance previously rendered by the latter to the former. A does not dispute his obligation to B. B, however, agrees to accept A's car in lieu of payment, if it is delivered to him (B) within one week. If A agrees, the parties have entered into an accord. If A fails to deliver the car within a week, B could sue A (1) to convey the vehicle, or (2) to recover $1,500. If B delivers the car, an accord and satisfaction has occurred, and A's obligation is extinguished. •EXAMINATION TIP: An accord and satisfaction should be distinguished from a compromise. Under the latter doctrine, where a claim or defense is disputed in good faith and the parties reach a compromise, the original obligation is totally extinguished and the obligations created under the compromise agreement are substituted in lieu thereof. ANSWER Liquidated damage clauses are enforceable where (1) damages would otherwise be extremely difficult to determine, (2) the parties made a bona fide effort to estimate the damages which would result if a breach occurred, and (3), in some states, the damages stipulated are reasonable in light of the actual losses sustained by the plaintiff. The goal of a liquidated damages clause must be to fairly compensate the aggrieved party. EXAMPLE X agrees to sell Blackacre to Y for $10,000. They enter into a written agreement, providing that (1) X is to deliver the deed to Blackacre after Y accomplishes certain acts (i.e., deposits the purchase price into the escrow, etc.), and (2) if Y fails to accomplish these things, she will forfeit a $1,000 deposit which was placed into the escrow. The latter provision (a liquidated damages clause) would probably be enforceable. It would be difficult for X to prove that he could have sold Blackacre to someone else while the sale to Y was pending (i.e., no one would offer to purchase Blackacre if X was already obligated to sell the land to another). • EXAMINATION TIP: The existence of a liquidated damages clause does not preclude the aggrieved party from alternatively seeking specific performance. • EXAMINATION TIP: A clause which purports to be a liquidated damages clause but which actually punishes the breaching party will not be enforceable. ANSWER Where an aggrieved party's damages are not capable of estimation and specific performance is inapplicable, she may recover any expenditures made in reliance upon the contract. EXAMPLES X contracts with Y newspaper to run a full page ad which was prepared by a professional graphics company. The ad was about X's new book and indicated that X would (1) be at Z's bookstore at a specified time, and (2) autograph his book. Y, however, failed to run the ad. As a consequence, X claims that she lost $10,000 in royalties. It is probably impossible to determine how many persons would have purchased X's book if the ad had appeared. Therefore, X's damages are not reasonably susceptible of estimation. However, X could probably recover the (1) amount paid to Y, (2) costs of creating the ad, and (3) expenses incurred in traveling to and from Z's bookstore. A rents space at a convention center for vendors of rare coins. The convention center, however, refuses A admission (erroneously claiming that his check had not been received). Since it is impossible to determine how many orders A would have obtained, he can probably recover his reliance damages only (i.e., expenditures pertaining to attendance at the convention). • EXAMINATION TIP: A plaintiff's claim to reliance damages is subject to the requirements of foreseeability, unavoidability, and certainty. ANSWER An aggrieved party cannot ordinarily recover for damages which she could have avoided. EXAMPLES X contracts to build a bridge for Y. After half of the job has been completed, Y repudiates the agreement. Nevertheless, X completes the bridge. X would not be able to recover for the materials and labor expended after receiving Y's notice that the contract had been canceled. X agrees to build and sell a boat to Y for $30,000. X anticipates a $10,000 profit from the transaction. After X expends $14,000 for materials, Y repudiates the agreement. If X, in good faith, believes that a completed craft can be sold for $20,000, he may finish it. If X is correct, Y would be liable for only $10,000 (rather than $24,000, less the salvage value of the incomplete boat). If, however, X sells the completed boat for only $7,500, he could still sue Y for $22,500. •EXAMINATION TIP: An aggrieved seller of goods may complete the manufacture of an item (despite a buyer's anticipatory repudiation), if, in the former's "reasonable commercial judgment," the buyer's damages will be lessened by completion and sale of the goods. UCC Section 2-704(2). ANSWER Where an aggrieved party's expectation damages would be "grossly disproportionate" to the harm she actually sustained, the court may limit her recovery to only the actual value of her losses. EXAMPLE A promises to build an apartment house for B for $300,000. The structure is to have a pool with dimensions of 30' X 40'. When A completes the job, B discovers that the pool was actually 24' X 36'. Since A's breach is probably not material, he is entitled to recover under the contract, less damages equal to the extent of the breach. B might contend that she is entitled to deduct an amount equal to that which it would cost her to break two sides of the pool and restore it to the original contractual specifications (approximately $48,000). A could argue, however, B should be able to recover only the overall diminishment in the value to the apartment house (i.e., approximately $10,000). Assuming A's failure to construct the swimming pool in accordance with the contract was not deliberate, his argument would probably be successful. ANSWER One is a third party beneficiary ("intended beneficiary") where (1) permitting her to enforce the promisor's promise would effectuate the parties' (the promisor and promisee) intentions, and (2) performance by the promisor will satisfy the promisee's obligation to pay money to the third party beneficiary, or (3) the circumstances indicate that the promisee intended the beneficiary to receive the promised performance. Rest. 2d., Section 133. EXAMPLE X (a famous person) and Y agree that (1) X will speak at Y's annual convention, at which approximately 15,000 people will be present, and (2) Y will pay for X's stay at the ABC Hotel (reputed to be the best inn in that city). ABC Hotel learns of this agreement, and immediately notifies X and Y that it would be pleased to have X stay there. However, Y subsequently advises X that it would be more convenient if X stays at the DEF Hotel (which is nearer to the convention hall). X agrees to do so. If ABC Hotel sues Y for failing to rent one of its rooms for X, it would probably not be successful. Although the X-Y agreement alluded to the ABC Hotel, it was probably neither party's intention to bestow a benefit on that establishment. Rather, the ABC Hotel was selected simply for X's comfort. The ABC Hotel is merely an incidental beneficiary and would have no rights under the X-Y contract. •EXAMINATION TIP: When analyzing whether a third party can recover under a contract, always apply the "intend to benefit" test. Was the third party intended to benefit from the agreement between the promisor and promisee? Your answer to this question must be 'yes". ANSWER A third party beneficiary can ordinarily commence an action against the promisor for the latter's non-performance. The promisor may, however, assert any defenses which she could have raised against the promisee, based upon the underlying contract. EXAMPLE A and B orally enter into a contract, whereby A would deliver 100 widgets to B for $1,000. A requests, and B agrees, that B pay the contractual amount to C. If the widgets which A delivers to B are defective, B could assert this material breach against C. (Prior to acceptance of the widgets, B could have also asserted the Statute of Frauds against C, since the contract involves the sale of goods with an aggregate price of $500 or more.) If the widgets were not defective and were accepted by B (thereby precluding B from asserting the Statute of Frauds), but C previously owed $1,000 to B by reason of a prior loan, B could not offset C's prior obligation against the $1,000 payment owed to C under the A/B agreement. The loan obligation is not related to the underlying contract between A and B. ANSWER A third party beneficiary ordinarily has no rights against the promisee as a consequence of the promisor's non-performance. However, where (1) the third party beneficiary's rights had vested, and (2) the promisee nevertheless accepted the performance owed to the third party beneficiary, the latter can sue the promisee for converting the consideration. EXAMPLES A agrees with B that, in return for A's delivering 50 widgets at $100 each to B, B will deliver a new car to C (a nephew of A's, upon whom A desires to bestow this gift). C learns of this agreement and relies upon it by purchasing expensive new tires for the vehicle she expects to receive. However, A subsequently requests B to pay the price of the widgets to him, and B complies with this request. If C's reliance upon the A/B agreement is deemed to be material (thereby preventing A and B from divesting her interest), C could sue A (or B) to recover the value of the car. If C's reliance is not viewed as material, she could not successfully sue A. In the foregoing Example, B could have refused A's request to pay him (A) the price of the widgets, and (2) performed by purchasing the car for C. ANSWER A contract may not be assigned (or its duties delegated) where: (1) the rights and duties are personal in nature, or (2) when the transaction involves a sale of goods, an assignment of rights or delegation of duties will materially change the non-assigning party's burden or materially impair his chances of obtaining the bargained for performance. UCC Section 2-210. EXAMPLES X hires Y, for $1,000, to paint a picture of X's wife. Y assigns the agreement to Z. Assuming X retained Y because the latter has previously demonstrated an expertise with respect to portraits, the agreement could not be delegated by Y. On May 1, A offers to paint B's barn for $1,000. The job was to be completed by June 30 and paid for by B on July 15. B accepts A's offer. On May 10, however, B sells his farm and assigns the outstanding contract with A to C. A may not have to perform the underlying agreement. Although painting a barn requires no special skill or expertise, the underlying agreement contains a creditterm (i.e., A is obliged to render performance to B prior to receipt of payment). Such clauses are often viewed as being personal in nature. ANSWER Once an assignment for consideration has been made, the assignor ordinarily has no remaining rights in the underlying agreement. An obligor (i.e., the non-assigning party) is relieved of liability to the assignee to the extent she had performed under the underlying contract prior to receiving notice of the assignment. EXAMPLE Assume that, for consideration, X is obligated to pay $100 per month to Y, for one year, starting January 1. Y assigns his right to receive these payments to Z on December 20. Before X receives notice of the assignment, X makes the January 1 payment to Y. Although Y had no right to receive the January payment, X is not obligated to repay the January installment to Z (i.e., the payment was made before X had notice of Y's assignment to Z). Z could recover the January payment back from Y under an unjust enrichment theory. •EXAMINATION TIP: Prior to (1) delivery of an appropriate token or writing, or (2) detrimental reliance by an assignee, a gratuitous assignment may be revoked by the assignor. ANSWER An obligor may assert any defenses against the assignee which he could have asserted against the assignor based upon the underlying agreement; unless (a) the obligor has specifically waived this right (UCC Section 9-206), or (b) the assignee is a holder in due course. EXAMPLES A and B enter into a oral agreement whereby (1) A would be B's chauffeur for 3 years, and (2) B would pay $2,000 per month to A. A assigns his right to receive his compensation under this contract to C. If (1) B fails to pay C for the initial 2 months of the agreement, and (2) C sues B, B could assert the Statute of Frauds as a defense (i.e., the contract is one which cannot, by its terms, be performed within 1 year from the date upon which it was made). B could not, however, offset against the payments due to C a prior debt which C owed to her (B). C's previous obligation to B is not a defense based upon the underlying agreement. A and B enter into an agreement which provides that each side waives his right to assert any defense against the other's assignee. A assigns his rights under the contract to C. When C sues B to recover for non-payment of goods which A had sold to B, B claims that the goods are defective. As a consequence of the waiver, however, B would have to pay C. B could recover for the payment for the defective goods from A. ANSWER Where the assignor, for consideration, has assigned her rights against an obligor, there is an implied warranty that the obligor has no defenses to the assignor's claim which are based upon the underlying contract. However, there is no implied warranty as to the obligor's financial ability to pay the debt. EXAMPLES C paid $50.00 to A for the right to collect A's claim for $75.00 against B (which was due in 2 weeks). However, when C (on the due date) demands $75.00 from B, B claims that A failed to complete the work necessary to earn the $75.00 fee. Assuming B's assertion is correct, C can recover the $50.00 payment which she previously made to A. If, on the other hand, B is unable to pay the $75.00 obligation because he is insolvent (rather than because A's work was defective), C has no recourse against A. An assignee ordinarily assumes the "credit risk" of the obligor. For consideration, X assigns his right to a $1,000 payment from Y under an existing contract to Z. Y, however, asserts an offset against Z for a previous loan made to the latter. Since Y's purported defense is invalid, Z would have no right to recover back any consideration paid to X for the assignment ANSWER Where a delegatee fails to perform the obligations due to the non-assigning party (the obligee), the latter can (1) sue the delegatee, if there has been an assumption of the delegator's duties (i.e., the obligee is a third party beneficiary of the delegator-delegatee agreement), and (2) sue the delegator. EXAMPLE X enters into an agreement to purchase Y's business for $100,000, payable in ten annual installments of $10,000 each. Before the first payment is made, X assigns "the agreement" to Z. By failing to object to the obligation to make payments to Y under the contract, Z has probably assumed X's obligations to Y. UCC Section 2-210(4), Rest. 2d, Section 160(2). If Z failed to pay Y, Y could sue X and Z (since Y is a third party beneficiary of the X-Z agreement). X, of course, would be entitled to only one satisfaction of the obligation owed to her. •EXAMINATION TIP: An assumption of duties is usually implied where the delegatee accepts an assignment of rights under an executory contract without indicating that he is refusing to accept (i.e., such by taking "subject to" the underlying agreement) the delegator's duties. UCC Section 2-210(4) and Rest. 2d, Section 160(2). ANSWER When a writing is a total integration (i.e., the complete and exclusive embodiment of the parties' agreement), no evidence of any prior or contemporaneous promise or agreement may be admitted which contradicts, varies or adds to the contract. • EXAMINATION TIP: In determining i f a writing is a total integration, a "merger" clause (i.e., "this agreement constitutes the sole and exclusive understanding of the parties hereto') is often dispositive. • EXAMINATION TIP: In the absence of an integration clause, evidence of additional promises which do not contradict the writing are admissible (1) under the common law, where the parties, situated as were those to the agreement, would not ordinarily be expected to include the alleged prior agreement or promise into the subsequent written contract, or (2) where the transaction involves the sale of goods, the alleged prior agreement or promise would not "certainly have been included" in the subsequent written contract. UCC Section 2-202. • EXAMINATION TIP: Agreements made subsequent to a partial or complete integration are not within the parol evidence rule. politics of the united statesIn March $2001$, Victor Harris, who was $19$ years old, was speeding at $73$ miles per hour on a stretch of road where the speed limit was $55$ miles per hour. A police officer activated his blue flashing lights to signal Harris to pull over, but Harris sped away. The officer chased Harris and radioed his dispatch for assistance.
Deputy Timothy Scott joined the pursuit along with other officers, and most of the chase occurred on a two-lane highway. At one point, Harris pulled into a shopping-center parking lot, where he collided with one of the patrol cars and then continued fleeing down the highway. Deputy Scott, now the lead pursuit vehicle, decided to stop Harris by ramming him from behind. He sought and received permission from his supervisor, who said "go ahead and take him out."
Scott pushed his bumper into the rear of Harris's vehicle, which ran off the road, overturned, and crashed. Harris was badly injured in the crash, which left him a quadriplegic. He sued Scott for violating his Fourth Amendment rights, saying that Scott used excessive force to seize him.
What arguments can Officer Scott make that his use of force did not violate Harris' rights? financeAccess eBay’s February $6, 2017$, filing of its 10-K report for the year ended December $31, 2016$, at <u>SEC.gov</u>.
Required
1. What is the amount of eBay’s net accounts receivable at December $31, 2016$, and at December $31, 2015$?
2. “Financial Statement Schedule II” of its $10$-K report lists eBay’s allowance for doubtful accounts (including authorized credits). For the two years ended December $31, 2016$ and $2015$, identify its allowance for doubtful accounts (including authorized credits), and then compute it as a percent of gross accounts receivable.
3. Do you believe that these percentages are reasonable based on what you know about eBay? Explain. 13th Edition•ISBN: 9780135225691 (1 more)Michael R Solomon449 solutions
13th Edition•ISBN: 9781260430479Arthur Getis, Daniel Montello, Mark Bjelland107 solutions
1st Edition•ISBN: 9781938168178Glen Krutz412 solutions
12th Edition•ISBN: 9780134163451 (3 more)Barry Render, Chuck Munson, Jay Heizer1,698 solutions
