Promissory Estoppel and Third Parties

Total Page:16

File Type:pdf, Size:1020Kb

Promissory Estoppel and Third Parties SMU Law Review Volume 42 Issue 3 Article 4 1988 Promissory Estoppel and Third Parties Michael B. Metzger Phillips J. Phillips Follow this and additional works at: https://scholar.smu.edu/smulr Recommended Citation Michael B. Metzger & Phillips J. Phillips, Promissory Estoppel and Third Parties, 42 SW L.J. 931 (1988) https://scholar.smu.edu/smulr/vol42/iss3/4 This Article is brought to you for free and open access by the Law Journals at SMU Scholar. It has been accepted for inclusion in SMU Law Review by an authorized administrator of SMU Scholar. For more information, please visit http://digitalrepository.smu.edu. ARTICLE PROMISSORY ESTOPPEL AND THIRD PARTIES by Michael B. Metzger* and Michael J. Phillips** ERHAPS the most significant development in twentieth century con- tract law is a phenomenon that Professor Charles Knapp has aptly termed "the proliferation of promissory estoppel."1 After its first au- thoritative formulation in section 90 of the original Restatement of Con- tracts, 2 promissory estoppel's reliance principle eventually spread throughout the law of contract. 3 In recent years, moreover, the doctrine has shown definite signs of leaving its host and becoming an independent theory of recovery or cause of action in its own right. 4 Over roughly the same period, third parties 5 who have relied on the promisor's promise have begun to use promissory estoppel. This Article concerns this last application of promissory estoppel, its ex- tension to third parties.6 A background discussion begins with a sketch of * A.B., J.D., Indiana University. Professor of Business Law, School of Business, Indi- ana University. ** B.A., Johns Hopkins University; J.D., Columbia University School of Law; LL.M., S.J.D., National Law Center, George Washington University. Professor of Business Law, School of Business, Indiana University. 1. Knapp, Reliance in the Revised Restatement: The Proliferationof PromissoryEstoppel, 81 COLUM. L. REV. 52 (1981). As Knapp notes, promissory estoppel "has become perhaps the most radical and expansive development of this century in the law of promissory liability." Id. at 53. 2. "A promise which the promisor should reasonably expect to induce action or forbear- ance 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." RESTATEMENT OF CONTRACTS § 90 (1932). 3. See, e.g., Knapp, supra note 1, at 55-79 (discussing promissory estoppel's proliferation throughout the RESTATEMENT (SECOND) OF CONTRACTS (198 1)). See generally infra notes 8- 99 and accompanying text. 4. See Metzger & Phillips, The Emergence of Promissory Estoppel as an Independent Theory of Recovery, 35 RUTGERS L. REV. 472 (1983); see also infra notes 44-77 and accompa- nying text. 5. As used here, the term "third party" simply means any recipient of the promisor's promise other than the promisee. 6. This Article concerns third-party reliance and the third party's ability to make a prom- issory estoppel claim against the promisor. The discussion omits situations where the third- party beneficiary of a promise attempts to use the promisee's reliance to enforce the promise. SOUTHWESTERN LAW JOURNAL [Vol. 42 promissory estoppel's twentieth century evolution. The Article then consid- ers the present state of the law regarding reliance-based promissory liability to third parties. 7 The analysis principally concerns this body of law's impli- cations for the claim that promissory estoppel is becoming an independent theory of recovery. The Article concludes by briefly considering the benefits and pitfalls of aggressively using promissory estoppel to protect relying third parties. A major theme of this last section is the need for limits on this potentially quite expansive form of promissory liability. I. THE ONWARD MARCH OF PROMISSORY ESTOPPEL A. From the Nineteenth Century to the First Restatement Although authorities frequently have said that the promisee's reliance was critical to the earlier action of assumpsit,8 reliance played relatively little role in the classical contract law that emerged during the nineteenth cen- tury.9 The general result was to diminish the scope of contractual liability, ' 0 primarily through the "bargained-for exchange" requirement of considera- tion outlined in Holmes's The Common Law I I and later adopted by the first and second Restatements.' 2 The Restatement (Second) of Contracts de- clares, "[a] performance or return promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise."' 13 Detrimental reliance by the promisee may See Note, Should a Beneficiary Be Allowed to Invoke Promisee's Reliance to Enforce Promisor's Gratuitous Promise?, 6 VAL. U.L. REV. 353 (1972). Apparently, no author has fully treated the subject of third parties' use of promissory estoppel. See IA CORBIN ON CONTRACTS § 200, at 219-20 (1963) (brief discussion generally supporting extension of promissory estoppel to certain third parties); Boyer, Promissory Estoppel: Requirements and Limitations of the Doc- trine, 98 U. PA. L. REV. 459, 465 (1950) (arguing against extension); Knapp, supra note 1, at 61; Metzger & Phillips, supra note 4, at 543-44; Note, Ravelo v. County of Hawaii, Promissory Estoppel and the Employment At- Will Doctrine, 8 U. HAW. L. REV. 163, 174-76, 182-85 (1986) [hereinafter Note, Ravelo]; The Requirements of PromissoryEstoppel as Applied to Third Party Beneficiaries, 30 U. PITT. L. REV. 174 (1968). 7. This discussion includes an examination of the role reliance has come to play in con- ventional contract recoveries by third-party beneficiaries. See infra notes 106-146 and accom- panying text. 8. E.g., RESTATEMENT (SECOND) OF CONTRACTS § 90 comment a (1981) ("[iut is fairly arguable that the enforcement of informal contracts in the action of assumpsit rested histori- cally on justifiable reliance on a promise"); see also Metzger & Phillips, supra note 4, at 482 n.57 (citing sources); cf Feinman, Promissory Estoppel and Judicial Method, 97 HARV. L. REV. 678, 679 (1984) (in 18th century, promises often enforced primarily because promisee relied on promise to his detriment or promisor's benefit). 9. "The reliance principle of the eighteenth century did not fit within the structure of the classical jurisprudence of the nineteenth century." Feinman, supra note 8, at 681. 10. Cf. G. GILMORE, THE DEATH OF CONTRACT 13-16 (paperback ed. 1974) (describing general theory of classical contract law associated with Langdell, Holmes, and Williston, and theory's dedication to limited liability). 11. See, e.g., 0. HOLMES, THE COMMON LAW 230-32 (M. Howe ed., paperback ed. 1963). 12. RESTATEMENT OF CONTRACTS § 75 (1932); RESTATEMENT (SECOND) OF CON- TRACTS §§ 71(1), (2) (1981); see G. GILMORE, supra note 10, at 19-21. 13. RESTATEMENT (SECOND) OF CONTRACTS § 71(2) (1981). 1988] PR OMISSOR Y ESTOPPEL qualify as a performance. 14 Unless the promisor made his promise to obtain that performance,' 5 however, there is no bargained-for exchange and thus no consideration. 16 As Holmes declared in 1884, "[i]t would cut up the doc- trine of consideration by the roots, if a promisee could make a gratuitous promise binding by subsequently acting in reliance on it."', 7 From the per- spective of classical contract law, therefore, "if A, without the protection of a binding contract, improvidently relies, to his detriment, on B's promises and assurances, that may be unfortunate for A but is no fit matter for legal concern."18 Despite the bargained-for exchange requirement, the courts were busy en- forcing gratuitous promises in a wide range of discrete contexts during the late nineteenth and early twentieth centuries. The factor of detrimental reli- ance by the promisee unites these various situations. Examples include: (1) charitable subscriptions, (2) promises to make a gift of land, (3) gratuitous bailments, (4) gratuitous agency relations, (5) promises to pay employees bonuses or pensions, (6) promises to waive conditions on one's contractual liability, and (7) promises to reduce rents. 19 The doctrine of equitable estop- pel also protected reliance during this period. 20 An estopped party, who had made representations regarding material facts, could not later deny or mod- ify such representations in court once another party had relied upon the representations. 21 Equitable estoppel's "material fact" requirement would seem to have blocked the doctrine's use as a device for enforcing promises. By the turn of the century, however, some courts began to use equitable 14. See id.§ 71(3) (performance may consist of act other than promise; forbearance; or creation, modification, or destruction of legal relation). 15. "In the typical bargain, the consideration and the promise bear a reciprocal relation of motive or inducement: the consideration induces the making of the promise and the promise induces the furnishing of the consideration.... [B]oth elements must be present, or there is no bargain." Id. § 71 comment b. 16. For example: "A promises to make a gift of $10 to B. In reliance on the promise B buys a book from C and promises to pay C $10 for it. There is no consideration for A's promise." Id. illustration 3. The illustration concludes: "As to the enforcement of such promises, see § 90." Id. 17. Commonwealth v. Scituate Sav. Bank, 137 Mass. 301, 302 (1884). 18. G. GILMORE, supra note 10, at 15. 19. See generally Boyer, Promissory Estoppel:
Recommended publications
  • Oral Contracts to Devise Realty -- Right of Third Party Beneficiary to Recover on Quantum Meruit William E
    NORTH CAROLINA LAW REVIEW Volume 41 | Number 4 Article 15 6-1-1963 Oral Contracts to Devise Realty -- Right of Third Party Beneficiary to Recover on Quantum Meruit William E. Shinn Jr. Follow this and additional works at: http://scholarship.law.unc.edu/nclr Part of the Law Commons Recommended Citation William E. Shinn Jr., Oral Contracts to Devise Realty -- Right of Third Party Beneficiary to Recover on Quantum Meruit, 41 N.C. L. Rev. 890 (1963). Available at: http://scholarship.law.unc.edu/nclr/vol41/iss4/15 This Note is brought to you for free and open access by Carolina Law Scholarship Repository. It has been accepted for inclusion in North Carolina Law Review by an authorized editor of Carolina Law Scholarship Repository. For more information, please contact [email protected]. NORTH CAROLINA LAW REVIEW [Vol. 41 Acts, which were enacted for the benefit of the highway victim. The General Assembly might well consider changing this rule based purely upon legal reasoning without sufficient regard to practical considerations. JOHN BRYAN WHITLEY Oral Contracts to Devise Realty-Right of Third Party Beneficiary to Recover on Quantum Meruit In North Carolina an oral contract to devise real property is void under the Statute of Frauds,' and part performance by the promisee will not remove the contract from the operation of the Statute.2 However, the promisee who performs services pursuant to such a contract has a remedy on implied assumpsit or quantum meruit to recover the value of the services rendered.' Pickelsimer v. Pickelsimer4 presented the question of whether the third party beneficiary of a contract that is void under the Statute of Frauds may recover on quantum meruit the value of services ren- dered by the promisee pursuant to the contract.
    [Show full text]
  • The Statute of Frauds and Oral Promises of Job Security: the Tenuous Distinction Between Performance and Excusable Nonperformance
    OGORMAN (FINAL) (DO NOT DELETE) 6/22/2010 1:46 PM The Statute of Frauds and Oral Promises of Job Security: The Tenuous Distinction Between Performance and Excusable Nonperformance ∗ Daniel P. O’Gorman I. INTRODUCTION In general, an employment relationship between an employer and an employee is considered to be on an “at will” basis, meaning that either the employee or the employer can terminate the relation- ship at any time for any reason, without liability.1 An employment re- ∗ Assistant Professor, Barry University School of Law. B.A., summa cum laude, University of Central Florida; J.D., cum laude, New York University. I gratefully ac- knowledge the financial support of Barry University Law School’s Summer Research Fund. I would also like to thank the participants at the Fourth Annual Colloquium on Current Scholarship in Labor & Employment Law held in 2009 at Seton Hall University School of Law, including D. Aaron Lacy and Steven L. Willborn. 1 See RICHARD A. BALES, JEFFREY M. HIRSCH & PAUL M. SECUNDA, UNDERSTANDING EMPLOYMENT LAW 1 (2007) (noting that employment “at will” means that an employ- er or employee can terminate the employment relationship for any reason); SAMUEL ESTREICHER & MICHAEL C. HARPER, CASES AND MATERIALS ON EMPLOYMENT LAW 39 (3d ed. 2008) (“American common law generally construes employment for an indefinite or unstated term as a relationship which may be terminated ‘at will’ by either par- ty.”); Richard A. Bales, Explaining the Spread of At-Will Employment as an Interjurisdic- tional Race to the Bottom of Employment Standards, 75 TENN. L. REV. 453, 459 (2008) (“Today, the at-will rule remains the default employment rule in every state but Mon- tana .
    [Show full text]
  • In Dispute 30:2 Contract Formation
    CHAPTER 30 CONTRACTS Introductory Note A. CONTRACT FORMATION 30:1 Contract Formation ― In Dispute 30:2 Contract Formation ― Need Not Be in Writing 30:3 Contract Formation ― Offer 30:4 Contract Formation ― Revocation of Offer 30:5 Contract Formation ― Counteroffer 30:6 Contract Formation ― Acceptance 30:7 Contract Formation ― Consideration 30:8 Contract Formation ― Modification 30:9 Contract Formation ― Third-Party Beneficiary B. CONTRACT PERFORMANCE 30:10 Contract Performance — Breach of Contract — Elements of Liability 30:11 Contract Performance — Breach of Contract Defined 30:12 Contract Performance — Substantial Performance 30:13 Contract Performance — Anticipatory Breach 30:14 Contract Performance — Time of Performance 30:15 Contract Performance — Conditions Precedent 30:16 Contract Performance — Implied Duty of Good Faith and Fair Dealing — Non-Insurance Contract 30:17 Contract Performance — Assignment C. DEFENSES Introductory Note 30:18 Defense — Fraud in the Inducement 30:19 Defense — Undue Influence 30:20 Defense — Duress 30:21 Defense — Minority 30:22 Defense — Mental Incapacity 30:23 Defense — Impossibility of Performance 30:24 Defense — Inducing a Breach by Words or Conduct 30:25 Defense — Waiver 30:26 Defense — Statute of Limitations 30:27 Defense — Cancellation by Agreement 30:28 Defense — Accord and Satisfaction (Later Contract) 30:29 Defense — Novation D. CONTRACT INTERPRETATION Introductory Note 30:30 Contract Interpretation — Disputed Term 30:31 Contract Interpretation — Parties’ Intent 30:32 Contract Interpretation —
    [Show full text]
  • IN the COURT of APPEALS of IOWA No. 18-1428 Filed September 25, 2019 JACQUELINE GEIGER and BRUCE TRACY, Plaintiffs-Appellants, V
    IN THE COURT OF APPEALS OF IOWA No. 18-1428 Filed September 25, 2019 JACQUELINE GEIGER and BRUCE TRACY, Plaintiffs-Appellants, vs. PEOPLES TRUST AND SAVINGS BANK, CHRIS GOERDT and COUNTRY BANCORPORATION, Defendants-Appellees. ________________________________________________________________ Appeal from the Iowa District Court for Washington County, Joel D. Yates, Judge. Plaintiffs appeal from the district court’s grant of defendants’ motions for summary judgment on their claims against a bank and bank president for fraudulent misrepresentation and interference with contract. AFFIRMED. Peter C. Riley of Tom Riley Law Firm, P.L.C., Cedar Rapids, for appellants. Matthew Preston of Brady, Preston & Gronlund PC, Cedar Rapids, for appellees Peoples Trust and Savings Bank and Country Bancorporation. Raymond R. Rinkol Jr. of Bradley & Riley PC, Cedar Rapids, for appellee Chris Goerdt. Heard by Doyle, P.J., Blane, S.J.* and Lloyd, S.J.* *Senior judges assigned by order pursuant to Iowa Code section 602.9206 (2019). 2 BLANE, Senior Judge. Plaintiffs brought an action for fraudulent misrepresentation and interference with contract when a bank allegedly breached an agreement to lend them money. The plaintiffs claimed this damaged their limousine business and a yet-to-be-developed wedding venue. The district court granted the bank, its holding company, and the bank’s former president’s motions for summary judgment because the plaintiffs’ claims were barred by the statutes of frauds found in Iowa Code sections 535.17 and 622.32 (2017) and because it concluded the plaintiffs could not prove damages. Plaintiffs appeal contending the district court misapplied these statutes or an unsigned document authored by the bank president takes their claims outside the statutes of frauds.
    [Show full text]
  • Promissory Estoppel, the Civil Law, and the Mixed Jurisdiction
    Maurer School of Law: Indiana University Digital Repository @ Maurer Law Articles by Maurer Faculty Faculty Scholarship 1998 Comparative Law in Action: Promissory Estoppel, the Civil Law, and the Mixed Jurisdiction David V. Snyder Indiana University School of Law - Bloomington Follow this and additional works at: https://www.repository.law.indiana.edu/facpub Part of the Civil Law Commons, and the Contracts Commons Recommended Citation Snyder, David V., "Comparative Law in Action: Promissory Estoppel, the Civil Law, and the Mixed Jurisdiction" (1998). Articles by Maurer Faculty. 2297. https://www.repository.law.indiana.edu/facpub/2297 This Article is brought to you for free and open access by the Faculty Scholarship at Digital Repository @ Maurer Law. It has been accepted for inclusion in Articles by Maurer Faculty by an authorized administrator of Digital Repository @ Maurer Law. For more information, please contact [email protected]. COMPARATIVE LAW IN ACTION: PROMISSORY ESTOPPEL, THE CIVIL LAW, AND THE MIXED JURISDICTION David V. Snyder* "Touching estoppels, which is an excellent and curious kind of learning. .. I. PROMISSORY ESTOPPEL IN A MIXED JURISDICTION Promissory estoppel, a quintessential creature of the common law, is ordinarily thought to be unknown to the civil law. Arising at first through a surreptitious undercurrent of American case law, promissory estoppel was eventually rationalized in the Restatement of Contracts (Restatement)2 as a necessary adjunct to the bargain theory of consideration. The civil law, with its flexible notion of causa or cause, is free from the constraints of the consideration doctrine. The civil law should not need promissory estoppel. At least initially, the common law and the civil law would appear as disparate in this area as anywhere, and comparative lawyers would be confined to observations about two systems that never meet.
    [Show full text]
  • Estoppel in Property Law Stewart E
    Nebraska Law Review Volume 77 | Issue 4 Article 8 1998 Estoppel in Property Law Stewart E. Sterk Benjamin N. Cardozo School of Law, [email protected] Follow this and additional works at: https://digitalcommons.unl.edu/nlr Recommended Citation Stewart E. Sterk, Estoppel in Property Law, 77 Neb. L. Rev. (1998) Available at: https://digitalcommons.unl.edu/nlr/vol77/iss4/8 This Article is brought to you for free and open access by the Law, College of at DigitalCommons@University of Nebraska - Lincoln. It has been accepted for inclusion in Nebraska Law Review by an authorized administrator of DigitalCommons@University of Nebraska - Lincoln. Stewart E. Sterk* Estoppel in Property Law TABLE OF CONTENTS I. Introduction .......................................... 756 II. Land Transfers ....................................... 759 A. Inadequate Writings .............................. 760 B. Oral "Agreements". ............................... 764 III. Servitudes by Estoppel ................................ 769 A. Representations by Sellers or Developers .......... 769 B. Representations by Neighbors ..................... 776 C. The Restatement .................................. 784 IV. Termination of Servitudes ............................. 784 V. Boundary Disputes .................................... 788 A. Estoppel Against a True Owner .................... 788 1. By the True Owner's Representations .......... 788 2. By Physical Barriers and Improvements Without Representations ............................... 791 B. Estoppel to Claim Adverse Possession
    [Show full text]
  • IN the COURT of APPEALS for the STATE of WASHINGTON JDB CONSTRUCTION CORP., Dibla, No. 76705-4-I JOHNSON DESIGN HOMES, a Washing
    IN THE COURT OF APPEALS FOR THE STATE OF WASHINGTON JDB CONSTRUCTION CORP., dibla, ) No. 76705-4-I JOHNSON DESIGN HOMES, a ) Washington corporation, ) DIVISION ONE Respondents, ) UNPUBLISHED OPINION v. ) HAl LIANG ZHANG and LI PING WU, ) individually and on behalf of their marital ) community, Appellants. __________________________________________________________________________________________ ) HAl LIANG ZHANG and LI PING WU, ) Appellants, ) v. JOHNSON CHEN and GRACE WANG, ) and their marital community; and JDB ) CONSTRUCTION CORP., d/b/a ) JOHNSON DESIGN HOMES, ) Respondents, ) JDB CONSTRUCTION CORP., ) Third-Party Plaintiff, ) WOODSIDE BUILDERS, INC., ) Third-Party Defendant. ) FILED: April 8, 2019 No. 76705-4-1/2 HAZELRIGG-HERNANDEZ, J. — Hai Liang Zhang and Li Ping Wu alleged that Johnson Chen, owner of JDB Construction Corp., made misrepresentations that fraudulently induced them to contract. Zhang and Wu seek reversal, arguing that the trial court erred in dismissing two of their claims and in excluding evidence of three of Chen’s alleged statements. Because the Zhang and Wu have not demonstrated a genuine question of material facts as to the elements of the fraudulent inducement or negligent misrepresentation claims and the court did not abuse its discretion in excluding evidence, we affirm. FACTS In 2013, Hai Liang Zhang and Li Ping Wu (collectively, the Zhangs) moved their family to Bellevue, Washington from Richmond, British Columbia. At that time, Zhang owned a pawn business in China. In the preceding ten or more years, Zhang had owned and sold three to four other businesses in China, including two construction manufacturing businesses and a heating business. Before that, Zhang worked for the Chinese government overseeing certification of construction projects for nearly 10 years ending in 2003.
    [Show full text]
  • October 2017 Insurance Law Alert
    Insurance Law Alert October 2017 In This Issue Pennsylvania Supreme Court Rejects Motive Requirement For Statutory Bad Faith Claims Addressing a matter of first impression, the Supreme Court of Pennsylvania rejected an “ill-will” or motive requirement for statutory bad faith claims against an insurer. Rancosky v. Washington National Ins. Co., 2017 WL 4296351 (Pa. Sept. 28, 2017). (Click here for full article) No Coverage Where Policyholder Failed To Meet Its Burden To Allocate “Simpson Thacher Damages, Says Second Circuit has many litigators The Second Circuit ruled that although a liability policy covered a portion of losses arising from who are very experienced faulty construction claims, the insurer had no duty to indemnify based on the policyholder’s in handling complex, inability to allocate the underlying jury verdict between covered and non-covered losses. Univo multi-faceted litigation v. Harleysville Worcester Ins. Co., 2017 WL 4127538 (2d Cir. Sept. 19, 2017). (Click here for involving novel issues.” full article) –Benchmark 2018 quoting a client Second Circuit Rules That Statutory Prejudgment Interest Begins To Accrue On Date Of Sworn Loss The Second Circuit ruled that statutory prejudgment interest begins to accrue when a sworn proof of loss is submitted, not when the policyholder has fulfilled conditions precedent to coverage. Warehouse Wines and Spirits v. Travelers Prop. Cas. Co. of Am., 2017 WL 4227943 (2d Cir. Sept. 21, 2107). (Click here for full article) Applying Nevada Law, Second Circuit Rules That Insured v. Insured Exclusion Unambiguously Bars Coverage For Director’s Suit The Second Circuit ruled that under Nevada law, an insured v.
    [Show full text]
  • Contracts Outline
    Contracts Outline NYU Fall 2004, Professor Barry Friedman Chapter 1 What Promise Ought We Enforce.............................................................. 8 1. Why we enforce promise......................................................................................... 8 1.1. Moral claim (Foundational) ........................................................................ 8 1.2. Efficiency / Mutual exchange: we can not exchange things simultaneously.............................................................................................. 8 1.3. Reliance: somebody relies on the promise and changes his plan............. 8 1.4. Will theory: somebody makes the promise means he wants the promise to be enforced. .............................................................................................. 8 1.5. Benefits unjustly retained............................................................................ 8 2. Promise with good consideration........................................................................... 8 2.1. Bargain for exchange is the test of good consideration ............................ 8 2.2. Past consideration is no good consideration.............................................. 9 2.3. Moral promise could be enforced under material benefit rule................ 9 2.4. Illusory promise is no good consideration ................................................. 9 2.5. Conditional promise could be good consideration.................................. 10 2.6. Good consideration could be implied......................................................
    [Show full text]
  • MINERVA SURGICAL, INC. V. HOLOGIC, INC., ET AL
    (Slip Opinion) OCTOBER TERM, 2020 1 Syllabus NOTE: Where it is feasible, a syllabus (headnote) will be released, as is being done in connection with this case, at the time the opinion is issued. The syllabus constitutes no part of the opinion of the Court but has been prepared by the Reporter of Decisions for the convenience of the reader. See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337. SUPREME COURT OF THE UNITED STATES Syllabus MINERVA SURGICAL, INC. v. HOLOGIC, INC., ET AL. CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE FEDERAL CIRCUIT No. 20–440. Argued April 21, 2021—Decided June 29, 2021 In the late 1990s, Csaba Truckai invented a device to treat abnormal uterine bleeding. The device, known as the NovaSure System, uses a moisture-permeable applicator head to destroy targeted cells in the uterine lining. Truckai filed a patent application and later assigned the application, along with any future continuation applications, to his company, Novacept, Inc. The PTO issued a patent for the device. No- vacept, along with its portfolio of patents and patent applications, was eventually acquired by respondent Hologic, Inc. In 2008, Truckai founded petitioner Minerva Surgical, Inc. There, he developed a sup- posedly improved device to treat abnormal uterine bleeding. Called the Minerva Endometrial Ablation System, the new device uses a moisture-impermeable applicator head to remove cells in the uterine lining. The PTO issued a patent, and the FDA approved the device for commercial sale. Meanwhile, Hologic filed a continuation application with the PTO, seeking to add claims to its patent for the NovaSure System.
    [Show full text]
  • COMMENTS the Demise of the Integrity of Oral Contracts And
    COMMENTS The Demise of the Integrity of Oral Contracts and Promises in Lender­ Borrower Relationships Under California Law The comment that follows addresses recent developments in California law pertaining to oral contracts and promises between lenders and bor­ rowers. The author analyzes the current legal status of oral agreements, the current legal relationship between lenders and borrowers, and the consequences thereof to those involved in disputes over oral financing agreements. The need for this comment arises from the emergence of a judicial and legislative "attitude" ofdisfavor toward enforcement oforal contracts, and from the confused and erroneous legal positions taken by both sides in lender liability litigation. These occurrences are especially noteworthy (and probably not coincidentally so) in litigation between par­ ties to agricultural financing agreements. Finally, what follows is not without some sociological significance: The comment suggests that the ju­ diciary and the legislature have combined to institutionalize the previ­ ously-informal belief that a borrower should place no trust in the word of the lender. INTRODUCTION If farmers l ever believed that a man's word was his bond, and that farm business was best done with a smile and a handshake, the validity of such beliefs has been severely shaken by recent developments in the law relating to oral contracts2 and promises. This ominous and in­ sightful development of human nature3 nowhere manifests itself more 1 "Farmer" refers herein to anyone who borrows money for agricultural purposes. 2 Contracts may be partly written and partly oral. Griffith v. Bucknam, 81 Cal. App. 2d 454, 458, 184 P.2d 179, 182 (1946).
    [Show full text]
  • Bona Fide Purchaser--Without Title John E
    View metadata, citation and similar papers at core.ac.uk brought to you by CORE provided by University of Kentucky Kentucky Law Journal Volume 36 | Issue 2 Article 2 1948 Bona Fide Purchaser--Without Title John E. Howe Creighton University Follow this and additional works at: https://uknowledge.uky.edu/klj Part of the Property Law and Real Estate Commons Right click to open a feedback form in a new tab to let us know how this document benefits you. Recommended Citation Howe, John E. (1948) "Bona Fide Purchaser--Without Title," Kentucky Law Journal: Vol. 36 : Iss. 2 , Article 2. Available at: https://uknowledge.uky.edu/klj/vol36/iss2/2 This Article is brought to you for free and open access by the Law Journals at UKnowledge. It has been accepted for inclusion in Kentucky Law Journal by an authorized editor of UKnowledge. For more information, please contact [email protected]. BONA FIDE PURCHASER-WITHOUT TITLE1 By JoHN E. HoWEv The legal mind in time of confusion resorts to the use of ancient maxims and Latin phrases in an effort to bring order from chaos. Unless that mind has a fundamental traming m Latin and Legal History-and few minds have such training- the use of such material tends to further mire the person in the depths of misunderstanding. Judicial decisions based on such reasoning are entirely worthless, as the propounders themselves fail to have a basic concept of the idea or thought that is being advanced. If we seek further we will find that it is not uncommon for the teacher, attorney and student of law to justify decisions of the courts through the use of these phrases.
    [Show full text]