DOCSLIB.ORG

Two Hour Final Examination

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Two Hour Final Examination Contracts zo13 Spring Final Examinations Santa Barbara Campus Prof. Clifton TWO HOUR FINAL EXAMINATION Please be sure to READ THE eUESTIONS CAREFULLY before you start writing. Answer question one before question two. PLEASE WRITE LEGIBLY. ANSWER THE CALL OF THI QUESTTON. Your answers must be well organized for format, content, and structure. strive for clariry, succinctness and coherence. These are factors in grading. While cases names need not be cited, if used they must not be a substitute for thinking and for stating the underlying rule of law. Any facts you assume must be clearly stated as being so and be consistent with the data in th problem. Please use a separate blue-book to answer each question. DO NOTWRITE YOUR NAME ON YOURANSWER BOOKS Ifyour name should appear on any ofyour blue-books your examination will be voided. Use only the student ID# provided to you by the school. Typists, please double space your typewritten answers. While taking this examination, you remain subject to the Honor Code ofour law school as stated in your student manual. Contracts II - FINAL Vcntura & Santa Barbara Prof. Goodrich Question I Rose, a well-known florist whose flower arrangements has received numerous awards, enters into a valid written contract with Hotel to supply all of Hotel's flower requiremcnts for the next five years. In the contract Hotel agrees to purchase a quantity of flower arrangements of at least a minimum of 10 and up to a maximum of 100 units of flower arrangements per year. The contract between Hotel and Rose contains a personal satisfaction clause. Rose who dreamt of climbing Mount Everest sells her business to eFlowers a large, national flower supply chain. As part ofthe sale, Rose assigns all ofher contracts to eFlowers including the contract with Hotel. On the day Rose left the country, Rose sends an email to Hotel notifying Hotel that she sold her business to eFlowcrs and that eFlowers will be supplying their flower requirements in the future. The following week, Hotel emails an order to eFlowers for ten assorted flower arrangements at the contract pricc of $5,000 to bc displayed in the Hotel's lobby for delivery in three days. eFlowers dclivers thc assorted tcn flower anangcmcnts on time. However, the Hotel Manager upon inspecting the flower arrangements on the eFlowers' truck is extremely dissatisfied with the anangements and calls the eFlowers customer service department and describcs the flowers as "ugly" and "nothing like Rose's flower arrangements." The next day eFlowers delivers another ten assorted flower arrangements. Because the Hotel Manager was on vacation, the Assistant Manager places the flowers in the hotel lobby. When Hotel Manager retumed from his vacation one week latcr, he sees the flowers displayed in the hotel lobby and is again dissatisfied with the flowers, and contacts eFlowers to reject thc flowers. eFlowers sends an invoice for $5,000 for the flowers. Hotel Manager calls eFlowers customer service that he is cancelling the contract and will not pay the invoice. eFlowers sues Hotel for breach ofcontract. For the lawsuit between eFlowers and Hotel discuss all rights, including both assignment of rights and delegation of duties, the applicable defenses to be raised in each case, and remedies that include any applicable pecuniary losses, loss of business profits, and a decree of specific performance. Do not discuss contract formation issues- Contracts II - FINAL Vennlra & Santa Barbara Prof. Goodrich Question I ISSUE SHEET eFlowers v. Hotel eFlowers will sue Hotel for breach of contract for its failure to Dav for the flowers delivered and accepted. UCC govems this transaction as the subject matter, flowers, is a movable good and Rose and eFlowers are merchants. Hotel is not a merchant. contract formation issues are not to be discussed as the focus of the exam is contract performance and assignmenvdelegation issues. A valid, written contract is stated in the facts. Requirements contract ucc d2-306 - A term which measures the quantity by the output of the seller or the requirements of the buyer means actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated cstimate or in the absence of a statcd estimate to any normal or otherwise comparable prior output or requirement may be tendered or demanded. Hotel and Rose entered into requirements type ofcontract as the parties agreed that Rose would supply all of Hotel's flowers for the next five years. when Rosc sold her business to eFlowers and assigned hcr contracts to eFlowers, thcrc was an assignment ofthe entire contract between Hotel and Flower Shop which includes the transfer of contract duties and the transfer of contract riehts. Hotel will argue thar both the delegation and assignment were ineffective. The studcnt has the option to ansvr'er the exam question per UCC $2-210 or by using the common law framework provided below. Delegation of Performance: Assignment of Rights UCC Q2-2 I 0 ( I ) A party may perform his duty through a delegate unless otherwise agrccd or unless the other party has a substantial interest in having his original promisor perform. No delegation of performance relieves the party delegating of any duty to perform or liability for breach. (2) Unless otherwise agreed all rights of either seller or buyer may be assigned except where thc assignment would materially change thc duty of the other party, or increase materially the burden or risk imposcd on him by his contract, or impair materially his chance of retum oerformance. CONITACIS II - FINAL Ventura & Santa Barbara Prof. Goodrich Question I Delepation Rose Delegator Delegate Deregation eFlowers A delegation is an authorization to another to render performance ofa legal dutv. Is the Dutv Delegable? As a general rule, all contractual duties may be delegated to a third person. The duty to supply flowers is a delegable contractual duty unless an exception applies. Hotel ;ill make the following arguments in support of their claim that the duty io supply flowers was not delegable: l) the duty involved personal skill; 2) the performance fro- eFlowers materially changed its expectancy under the contract. The original contract involved Rose's personal skills. Moreover, because flower arrangement can be viewed as custom- made and subject to personal taste, a large, national chain, such as eFlowers may deliver a much different good./performance than Rose which goes directly to varying Hotel's expeculncy under the contract. what is the effect of the delegation? If Hotel's arguments are not persuasive, Hotel, as th-e obligee must accept performance from the delegate, eFlowers and pay the invoice of $s.000. ContTACtS II - FINAL Ventura & Santa Barbara Prof. Goodrich Question I Assignment Hotel Flower Shop - obti - Assignee eFktwers Valid Present Assignment? In order to assign contract rights, the assignor must sufficiently describe those rights and indicate a present intention to divest himself completely the same and set them up exclusively in the assignee. Here, when Rose sold her business and assigned her contracts to eFlowers, Rose indicated a present intent to divest herself completely and set up the associated contractual rights with eFlowers. UCC 2-306 allows assignments if the quantity required is not altered in an unreasonably disproportionate way. Nothing in the facts indicate that the quantity of flowers to be supplicd would be varied as a result of the assignment ofthe contract. Is the Right Assignable? The general rule is that the law favors thc free assignability ofcontractual rights. However. the assignment will be denied where it would lt4lgrjaUyJarylbgjsk or duty of the obligor. Hotel will argue that its risk was materially varied when the assignment was made as receiving performance/goods from eFlowers is not same thing as receiving performance/goods from Rose who made award-winning flower arrangements. Effect of Valid Assignment - Under an effective assignment eFlowers, the assignee, stands in the shoes of the assignor, and eFlowers must supply all of Hotel's requirement and now has the corresponding right to receive payment under the original contract between Rose and Hotel. Defenses Contracts II - FINAL Ventura & Santa Barbara Prof. Goodrich Question I Obligor Against Assignee - Obligor may assert against assignee all defenses which would have been available against the assignor, if there had been no assignment. Provided, that such defenses are based on facts which arose prior to the time that the obligor acquired notice of the assignment. Rose notified Hotel of the assignment when she emailed Hotel that she sold her business to eFlowers. In the event, the delegation and assignment are not barred by the court, Hotel may assert any existing defenses available to it under the original contract between Rose and Hotel. Express condition - An express condition is explicitly stated in the contract. The original contract contained a personal satisfaction clause. So long as Hotel applied good faith, any rejection based on the Hotel manager's personal tastes will be uphelcl- Breach. Reoudiation and Excuse - eFlowers will argue that Hotel accepted the flowers pursuant to ucc $2-602 and $2-606 as the flowers remained in the lobbv for one week which goes to exercising ownership by the buyer. Therefore, pursuant t; $2-607 Hotel must pay for any goods accepted. Seller's Remedies eFlowers will request damages in accordance with ucc $2-703 (seller's Remedies In General), g2-708 (Seller's Remedies For Non-Acceptance or Repudiation), g2_709 (Action for Price), and g2-710 (Seller's Incidental Damages). Prof. Bryan Clifton Contracts II Final: Spring 2012-2013 Santa Barbara & Ventura QUESTION #2 On March 1,2013, Writer emailed a manuscript to Editor, with a note that read: Hello Editor: I'd like you to review this manuscript before I send it to our friend, publisher, to be published.
Load more

Recommended publications
  • Third Party Beneficiaries and Contractual Networks
    Columbia Law School Scholarship Archive Faculty Scholarship Faculty Publications 2015 Third Party Beneficiaries and Contractual Networks Alan Schwartz [email protected] Robert E. Scott Columbia Law School, [email protected] Follow this and additional works at: https://scholarship.law.columbia.edu/faculty_scholarship Part of the Contracts Commons Recommended Citation Alan Schwartz & Robert E. Scott, Third Party Beneficiaries and Contractual Networks, JOURNAL OF LEGAL ANALYSIS, VOL. 7, P. 325, 2015; YALE LAW & ECONOMICS RESEARCH PAPER NO. 523 (2015). Available at: https://scholarship.law.columbia.edu/faculty_scholarship/1900 This Working Paper is brought to you for free and open access by the Faculty Publications at Scholarship Archive. It has been accepted for inclusion in Faculty Scholarship by an authorized administrator of Scholarship Archive. For more information, please contact [email protected]. THIRD PARTY BENEFICIARIES AND CONTRACTUAL NETWORKS Alan Schwartz* and Robert E. Scott** Contact: Robert E. Scott Columbia Law School 435 W. 116th Street New York, New York 10027 212-854-0072 fax: 212-854-7946 [email protected] 1 Electronic copy available at: http://ssrn.com/abstract=2550436 Abstract An increasing trend of economic agents is to form productive associations such as networks, platforms and other hybrids. Subsets of these agents contract with each other to further their network project and these contracts can create benefits for, or impose costs on, agents who are not contract parties. Contract law regulates third party claims against contract parties with the third party beneficiary doctrine, which directs courts to ask whether the contracting parties “intended” to benefit a particular third party.
    [Show full text]
  • Medical Buyer Fails to Prove That Letter Evidenced a Valid Requirements Contract Karina Zabicki
    Loyola Consumer Law Review Volume 10 | Issue 3 Article 5 1998 Medical Buyer Fails to Prove that Letter Evidenced a Valid Requirements Contract Karina Zabicki Follow this and additional works at: http://lawecommons.luc.edu/lclr Part of the Consumer Protection Law Commons Recommended Citation Karina Zabicki Medical Buyer Fails to Prove that Letter Evidenced a Valid Requirements Contract, 10 Loy. Consumer L. Rev. 217 (1998). Available at: http://lawecommons.luc.edu/lclr/vol10/iss3/5 This Recent Case is brought to you for free and open access by LAW eCommons. It has been accepted for inclusion in Loyola Consumer Law Review by an authorized administrator of LAW eCommons. For more information, please contact [email protected]. Recent Cases And, part three required that the Unlike the defendant in EDIAS, companies in Arizona. Moreover, "exercise ofjurisdiction must be Cybersell FLs only contact with there was no evidence that any reasonable." Arizona was the information it Arizonan had enlisted Cybersell FL's Cybersell AZ relied on several posted on its web page. As a result, web assistance. Essentially, cases for support, but the court the court found EDIAS unpersuasive Cybersell FL's presence in Arizona found the cases unpersuasive for Cybersell AZ. was negligible. because the holdings were broader Instead, the Ninth Circuit The court concluded that posting than Cybersell AZ suggested. For determined that Cybersell FL took information on the Internet without example, Cybersell AZ relied on an no steps to "purposefully avail" taking steps to purposefully avail Arizona case where the court stated itself of Arizona's benefits, whereas oneself of the laws of the forum that a defendant should not "escape the defendant in EDIAS did.
    [Show full text]
  • Who Needs That Recital of Consideration?
    DraftingDrafting aa newnew dayday Who needs that ‘recital of consideration’? By Kenneth A. Adams t’s hardly a shocking notion that are hereby acknowledged, the parties Farnsworth, Farnsworth on Contracts any given contract could contain hereto covenant and agree as follows. 150 (2d. ed. 1998).) It follows that Ione or more provisions that reflect Recitals of consideration raise a using instead the vague language of a an inaccurate or outdated view of con- number of issues of legal usage. For traditional recital of consideration tract law. What’s more noteworthy is example, NOW, THEREFORE is archa- would be equally ineffective. the fact one such provision — the tra- ic, while in consideration of the premises Similarly, a false recital of consider- ditional recital of consideration — is simply an obscure way of saying ation cannot create consideration appears in most corporate agreements. “therefore” and is superfluous given where there was none. If, in the con- In this article, I explain why that the preceding “therefore.” And refer- tract between Acme and Roe, Acme traditional recital of consideration ences to the value or sufficiency of recites falsely that the payment to Roe fails to serve its intended purpose and consideration are outdated: With the was in consideration of future services why omitting it could only improve a rise of the “bargain test of considera- and Acme subsequently refuses to pay contract. tion” reflected in the Restatement (Sec- the bonus, Acme should prevail in any The ostensible function of a recital ond) of Contracts, the focus of judges action brought by Roe if it succeeds in of consideration is to render enforce- has shifted from the substance of the proving that the recital was false.
    [Show full text]
  • In the United States Court of Federal Claims No
    In the United States Court of Federal Claims No. 10-048C (Filed: November 30, 2011) * * * * * * * * * * * * * * * * * * * * * * RICHARD CARTER AND JERRY GOODWIN, d/b/a R&J FEED, Plaintiffs, Contract; third-party beneficiary; v. Astra; mutuality; consideration THE UNITED STATES, Defendant, * * * * * * * * * * * * * * * * * * * * * * Stephen Quesenberry, Provo, Utah, with whom was Michael Quesenberry, for plaintiffs. Michael Paul Goodman, United States Department of Justice, Civil Division, Washington, D.C., with whom were Tony West, Assistant Attorney General, Jeanne E. Davidson, Director, Kirk Manhardt, Assistant Director for defendant. _________ OPINION _________ BRUGGINK, Judge. This is an action for breach of an asserted contract between the United States Department of Agriculture, acting through the Commodity Credit Corporation (“CCC”), and beneficiaries of a drought relief program coordinated by the government and several states. Under the program, the federal government provided large quantities of nonfat dry milk to individual states, which distributed the nonfat dry milk to livestock producers. Before the 1 court is defendant’s motion for summary judgment and plaintiff’s1 motion for Rule 56(d) discovery. The matter is fully briefed. Oral argument was held on September 6, 2011. For the reasons discussed below, we grant in part and deny in part defendant’s motion for summary judgment and deny plaintiff’s motion for additional discovery. BACKGROUND2 The early 2000s were a time of severe drought in western states, resulting in a significant shortage in livestock feed. To ameliorate the effects of the drought, the United States Department of Agriculture (“USDA”) created a drought relief program in 2002 pursuant to 7 U.S.C. § 7285 (2006)3.
    [Show full text]
  • Scott Pearce's Master Essay Method Contracts
    Scott Pearce's Master Essay Method Contracts CONTRACTS APPROACH Minimalist Approach I. Formation II. Defenses to Formation III. Breach IV. Defenses to Breach V. Remedies A. Damages B. Restitution C. Contracts Remedies: Reformation and Rescission D. Equity (Specific Performance) VI. Defenses to Remedies Elaborate Approach A thoughtful applicant needs to make two decisions about any contracts question before doing the analysis: 1. Does the common law or the Uniform Commercial Code apply? 2. Which party is aggrieved? (Who is the "good guy" and who is "bad") Once you have decided these threshold issues, proceed to make a careful examination of the facts through the following intellectual framework: Scott Pearce’s Master Essay Method - Contracts Approach I. Formation: Is there a contract? A. Offer 1. Intent of the offeror to be bound 2. Content of the offer a. Parties b. Subject Matter c. Quantity d. Price 3. Communication of offer to offeree B. Acceptance C. Consideration: a bargained-for exchange II. Defenses to Formation A. Incapacity B. Infancy C. Fraud / Duress D. Statute of Frauds E. Mistake III. Terms of the Contract A. Express Terms B. Implied Terms 1. Prior Dealings 2. Custom and Usage C. Oral Contracts: Parol Evidence Rule Scott Pearce’s Master Essay Method - Contracts Approach IV. Rights of Non Contracting Parties A. Third Party Beneficiaries (vesting rules) B. Assignment of Rights may create third party beneficiaries. C. Delegation of Duties always creates third party beneficiaries. V. Conditions A. Satisfaction of Conditions B. Discharge of Conditions C. Excuse of Conditions VI. Breach A. Minor Breach 1. Substantial performance of the contract by the breaching party 2.
    [Show full text]
  • Case: 4:05-Cv-01772-CDP Doc. #: 182 Filed: 08/04/08 Page: 1 of 27 Pageid
    Case: 4:05-cv-01772-CDP Doc. #: 182 Filed: 08/04/08 Page: 1 of 27 PageID #: <pageID> UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION FOAM SUPPLIES, INC., ) ) Plaintiff, ) ) vs. ) Case No. 4:05CV1772 CDP ) THE DOW CHEMICAL ) COMPANY, ) ) Defendant. ) MEMORANDUM OPINION Plaintiff Foam Supplies, Inc. (FSI) was both a customer and a competitor of defendant The Dow Chemical Company. FSI brought this suit because Dow failed to sell it quantities of methyl diphenyl diisocyanate that FSI contends were required by a contract. The remaining claims are breach of sales contract, tortious interference with business expectancy, fraudulent misrepresentation, and breach of non-disclosure agreement. Dow seeks summary judgment on the remaining claims. Because the case is set for trial in three weeks, I entered an order ruling on these motions last week, even though I was not yet ready to issue an opinion explaining the reasons for my rulings. This opinion contains those reasons. Dow is entitled to judgment as a matter of law on the fraud and breach of non-disclosure agreement claims, as FSI’s proof of several of the essential Case: 4:05-cv-01772-CDP Doc. #: 182 Filed: 08/04/08 Page: 2 of 27 PageID #: <pageID> elements of these claims is lacking. FSI’s breach of contract claim, even if proved at trial, could not support its claim for lost profits, because the contract contains a valid limitation of liability provision excluding consequential damages. Genuine disputes remain on all other elements of the breach of contract claim, which survives because FSI has other claims of damages.
    [Show full text]
  • Force Majeure and Common Law Defenses | a National Survey | Shook, Hardy & Bacon
    2020 — Force Majeure SHOOK SHB.COM and Common Law Defenses A National Survey APRIL 2020 — Force Majeure and Common Law Defenses A National Survey Contractual force majeure provisions allocate risk of nonperformance due to events beyond the parties’ control. The occurrence of a force majeure event is akin to an affirmative defense to one’s obligations. This survey identifies issues to consider in light of controlling state law. Then we summarize the relevant law of the 50 states and the District of Columbia. 2020 — Shook Force Majeure Amy Cho Thomas J. Partner Dammrich, II 312.704.7744 Partner Task Force [email protected] 312.704.7721 [email protected] Bill Martucci Lynn Murray Dave Schoenfeld Tom Sullivan Norma Bennett Partner Partner Partner Partner Of Counsel 202.639.5640 312.704.7766 312.704.7723 215.575.3130 713.546.5649 [email protected] [email protected] [email protected] [email protected] [email protected] SHOOK SHB.COM Melissa Sonali Jeanne Janchar Kali Backer Erin Bolden Nott Davis Gunawardhana Of Counsel Associate Associate Of Counsel Of Counsel 816.559.2170 303.285.5303 312.704.7716 617.531.1673 202.639.5643 [email protected] [email protected] [email protected] [email protected] [email protected] John Constance Bria Davis Erika Dirk Emily Pedersen Lischen Reeves Associate Associate Associate Associate Associate 816.559.2017 816.559.0397 312.704.7768 816.559.2662 816.559.2056 [email protected] [email protected] [email protected] [email protected] [email protected] Katelyn Romeo Jon Studer Ever Tápia Matt Williams Associate Associate Vergara Associate 215.575.3114 312.704.7736 Associate 415.544.1932 [email protected] [email protected] 816.559.2946 [email protected] [email protected] ATLANTA | BOSTON | CHICAGO | DENVER | HOUSTON | KANSAS CITY | LONDON | LOS ANGELES MIAMI | ORANGE COUNTY | PHILADELPHIA | SAN FRANCISCO | SEATTLE | TAMPA | WASHINGTON, D.C.
    [Show full text]
  • Commercial Impracticability - an Overview
    Duquesne Law Review Volume 13 Number 3 Article 5 1975 Commercial Impracticability - An Overview Robert Sommer Follow this and additional works at: https://dsc.duq.edu/dlr Part of the Law Commons Recommended Citation Robert Sommer, Commercial Impracticability - An Overview, 13 Duq. L. Rev. 521 (1975). Available at: https://dsc.duq.edu/dlr/vol13/iss3/5 This Article is brought to you for free and open access by Duquesne Scholarship Collection. It has been accepted for inclusion in Duquesne Law Review by an authorized editor of Duquesne Scholarship Collection. Commercial Impracticability-An Overview Robert Sommer* As shortages become more severe and prices continue to climb, both suppliers and purchasers are confronted with increasingly more burdensome performance arising from long-term, set-price contracts. As performance becomes more burdensome, greater num- bers of beleaguered promisors will turn to § 2-615 of the Uniform Commercial Code in hopes of excusing nonperformance. The pur- pose of this article is to discuss the doctrine of impracticability as codified in § 2-615. This article will discuss the historical antece- dents of the doctrine of impracticability, the mechanics set up by the Code to regulate the operation of the doctrine, case law applying the Code mechanics and, finally, a few questions left unanswered by the Code. I. HISTORICAL BACKGROUND A. Overview The early common law excused performance of duties imposed by law on grounds of impossibility but refused to excuse performance of contractual obligations on the same grounds.' The theory was that a promise was absolute unless, and only to the extent, qualified by the promisor.
    [Show full text]
  • Requirements Contracts Under the Uniform Commercial Code
    654 UNIVERSITY OF PENNSYLVANIA LAW REVIEW [Vol. 102 REQUIREMENTS CONTRACTS UNDER THE UNIFORM COMMERCIAL CODE The merchant whose selling market is subject to fluctuation often seeks a means, perhaps at a constant price, to assure a source of supply for his raw materials which will relieve him of the burden of predicting his needs beyond the time required for production. The common method of accom- plishing this is to negotiate a requirements contract whereby the buyer binds himself to purchase all of his requirements from the seller in exchange for a promise from the seller to supply the buyer's needs. A manufacturer, wishing to avoid the problem of correlating his production with future demand, may seek an output contract in which he binds himself to. sell all of his production to the buyer in return for the latter's promise to take all of the output. In this way the seller may shift the burden of marketing his production. Since the problems of output and requirements contracts are in many respects similar, this Note will utilize the term requirements contract to refer generally to both types of agreements.' Requirements contracts have been held void by courts which took the view that the terms of the agreement were too uncertain to be enforced, or that since the buyer did not bind himself to have requirements, performance of the contract depended on the buyer's whim and therefore lacked con- sideration.2 More recent authority, however, recognizes that in the bar- gained-for exchange of promises each party has limited his freedom to some extent and that the terms "requirements" or "needs" supply a suffi- ciently objective standard to be enforceable.3 Thus, today, the typical re- 1.
    [Show full text]
  • In Defense of the Impossibility Defense Gerhard Wagner Georg-August University of Goettingen
    Loyola University Chicago Law Journal Volume 27 Article 4 Issue 1 Fall 1995 1995 In Defense of the Impossibility Defense Gerhard Wagner Georg-August University of Goettingen Follow this and additional works at: http://lawecommons.luc.edu/luclj Part of the Contracts Commons Recommended Citation Gerhard Wagner, In Defense of the Impossibility Defense, 27 Loy. U. Chi. L. J. 55 (1995). Available at: http://lawecommons.luc.edu/luclj/vol27/iss1/4 This Essay is brought to you for free and open access by LAW eCommons. It has been accepted for inclusion in Loyola University Chicago Law Journal by an authorized administrator of LAW eCommons. For more information, please contact [email protected]. Essay In Defense of the Impossibility Defense GerhardWagner* I. INTRODUCTION Generally, the common law follows the rule of pacta sunt servanda' under which contractual obligations are absolutely binding on the parties. 2 The impossibility defense is an exception to this general rule.3 Under the impossibility defense, a promisor may default with- out incurring liability for the promisee's expectation damages.4 * Akademischer Rat (Junior Lecturer) at Georg-August University of Goettingen, Germany; J.D., 1989, University of Goettingen; L.L.M., 1995, University of Chicago. The author is deeply indebted to Richard Craswell of the University of Chicago Law School for many helpful comments on an earlier draft of this Essay. 1. "Pacta sunt servanda" means "agreements (and stipulations) of the parties (to a contract) must be observed." BLACK'S LAW DICTIONARY 1109 (6th ed. 1990). 2. For an erudite discussion of pacta sunt servanda, see generally Richard Hyland, Pacta Sunt Servanda: A Meditation, 34 VA.
    [Show full text]
  • Requirements and Output Contracts: Quantity Variations Under the Ucc
    IukI 10urnal VOLUME 1973 AuGusT NUMBER 3 REQUIREMENTS AND OUTPUT CONTRACTS: QUANTITY VARIATIONS UNDER THE UCC JOHN C. WEISTART* INTRODUCTION: THE AMBIGUITY OF THE CODE Despite the many advantages which may attend revisions of basic commercial law such as that undertaken in the Uniform Commerical Code, there is a danger that proposal of a broad-based modification will invite commentary on many fronts and so diffuse the attention of both drafters and critics that the relative importance of a particular change may not be appreciated. Such appears to have been the case with re- spect to section 2-306 of the UCC dealing with requirements and out- put contracts. The section is a significant departure from prior uniform sales legislation which attempted no codification of the law in this area.1 If the originality of the codification did not prompt debate, then * Professor of Law, Duke University. A.B. 1965, Illinois Wesleyan University; J.D. 1968, Duke University. 1. Pre-Code decisions treating output and requirements contracts are discussed in IA A. CoRaiN, CoTIRa cTs §§ 156-58 & 168 (1963); 3 id. § 569 (1960); 1 S. WILLisToN, CoNTAcrs § 104A (3d ed. 1957); 3 id. § 421A (3d ed. 1960); 2 S. WmLisroN, SALES §§ 464(a)-(d) (1948); and Havighurst & Berman, Requirement and Output Contracts, 27 ILL. L. REV. 1 (1932). HEREINAFTER THE FOLLOWING CITATIONS WILL BE USED IN THIS ARTICLE: A. CORBIN, CoNTRAcTs (1960) [hereinafter cited as ColuIw]; 3 R. DtJsENBERG & L. KING, SALE AND BuLx SALES (1968) [hereinafter cited as DUESENBERG & KING]; Havighurst & Berman, Requirement and Output Contracts, 27 ILL. L.
    [Show full text]
  • Fcm Regulations of the Clearing House Lch Limited
    FCM REGULATIONS OF THE CLEARING HOUSE LCH LIMITED FCM Regulations Contents CONTENTS Regulation Page Regulation 1 Definitions ..................................................................................................... 2 (a) which the Clearing House and the Rates Exchange have agreed will be cleared in accordance with, and subject to, the Rates Exchange Rules and the FCM Rulebook via the FCM Listed Interest Rates Open Offer clearing mechanism (and not via novation under FCM Regulation 54); and ............ 27 (b) regardless of whether such match is described or characterised as a trade, transaction or agreement in the relevant Rates Exchange Rules. ................ 27 Chapter I - SCOPE ................................................................................................................... 33 Regulation 2 Obligations of the Clearing House to each FCM Clearing Member ........... 33 Regulation 3 Performance by the Clearing House of its Obligations under the Terms of an Open Contract; Novation ........................................................................ 34 Chapter II - STATUS ............................................................................................................... 35 Regulation 4 FCM Clearing Member Status and Application of LCH Regulations ......... 35 Regulation 5 Resigning and Retiring Members ................................................................ 38 Regulation 6 Service Withdrawal ...................................................................................... 40 Chapter
    [Show full text]