On November 7, 2005, Briarwood signed an agreement to sell Toll Brothers a planned 66-acre, 41-lot subdivision property in the Village of Pomona, New York, for $13,325,000. The agreement expressly conditioned Toll’s payment obligations on Briarwood’s delivery, at its sole cost and expense, of final, unappealable subdivision approval of the property in accordance with the subdivision plan and the satisfaction by Briarwood of any conditions of the final approval, such that upon posting of customary security and payment of application and inspection fees by Toll Brothers, the company would be able to file the plat and commence infrastructure improvements and apply for and obtain building permits. The agreement stated that the conditions set forth in the approval shall be subject only to “such conditions as Toll may approve at its sole discretion, which approval shall not be unreasonably withheld with respect to those modifications which do not have a material adverse effect on the proposed development.” Closing was to take place 30 days following the date upon which all conditions to closing set forth in the approval have been satisfied and “[i]f on or before the date of closing all contingencies and conditions specified herein are not or cannot be satisfied, then Toll shall have the option of . . . cancelling this Agreement.” On January 12, 2006, Briarwood obtained preliminary subdivision approval of the property from the Pomona Planning Board. Final subdivision approval of the property, however, was subject to a number of conditions. By letter dated December 22, 2006, Toll notified Briarwood that five of the conditions would have a material adverse effect on the proposed development and that it would not accept them. Toll Brothers claimed that Briarwood’s December 28, 2006 response to Toll’s December 22, 2006 letter was an anticipatory repudiation of the agreement. In response to Toll’s five objections, Briarwood (1) offered to post a bond to cover the potential cost of repaving Klinger Court; (2) pointed out that the steep slope condition restated the Village Code requirement to secure a site development plan permit for each lot within a subdivision; (3) agreed to pay any cost differential resulting from use of a 4 percent rather than a 10 percent grade for the cul-de-sac; (4) proposed two alternative solutions to the drainage system problem; and (5) pointed out that the landscaping plan condition, like the steep slope condition, restated a Village Code requirement. Toll Brothers treated the letter from Briarwood as an anticipatory repudiation of the contract and refused to complete the transaction, so Briarwood sued for breach of contract. Both parties filed motions for summary judgment. The district found that no reasonable reader could construe Briarwood’s response as a positive and unequivocal repudiation of the agreement and that it did not signal that Briarwood was unwilling to comply with ¶ 16(a) (iii) or any other provision of the agreement. The court therefore granted summary judgment to Briarwood. Toll Brothers appealed. How do you believe the court of appeals ruled, and why?
> How is an ultra vires act related to a corporation’s powers?
> H&R Block is one of the largest providers of incometax preparations and the second largest of online do-it-yourself software in the United States. In 2010, the tax preparer sought to buy out its rival, 2SS Holdings, who produced TaxAct software products
> Name at least three characteristics that distinguish corporations from other forms of business organization.
> Milburn Pierce was the sole proprietor of the Pierce Painting Company, a painting contracting company with two employees in addition to Pierce. Pierce bought workers’ compensation insurance for his business through the Louisiana Workers’ Compensation Cor
> Brothers Aurelio and Hugo V. Garcia founded a trash removal business called Garcia’s, Inc., in the early 2000s. Hugo served as president and director. Garcia’s decided to lease trucks and equipment to United Leasing. However, United required, as a part o
> Mike Karimi has been in the hotel management business since the 1980s. The name of Karimi’s company is MAK, LLC, which manages and operates several hotels in the United States. In 2004, two brothers, the Khatris, who were friends of Karimi’s, wanted him
> The Meehans entered into a franchise agreement with Consumers Club. However, the Meehans’ franchise failed. The Meehans alleged that, just before they entered into the franchise agreement, Consumers Club made false statements and misleading representatio
> Tracy Allen rented a home in which she had been residing since the summer of 1998. The landlord owner of the house later failed to pay taxes on the property, and on March 16, 2000, Hard Assets LLC acquired the property from the owner in lieu of foreclosu
> William Roberts operated a McDonald’s restaurant under a franchise agreement with McDonald’s Corporation. Roberts hired 23-year-old David Mabin, who was just released from jail for robbery, drug use, and theft, as an hourly worker. Soon, Roberts promoted
> When might a principal be liable for torts committed by an agent?
> On January 21, 2003, Robbins filed an application for site plan approval to construct an asphalt plant within the town limits of Hillsborough. Robbins had entered into a contract to purchase the property prior to submitting his application for site plan
> How is apparent agency, or agency by estoppel, different from expressed agency?
> Why is it important to determine whether a worker is an independent contractor or an employee?
> What are the similarities and differences between the types of agency relationships?
> Julaju drove a taxi on a part-time basis for El Palmar Taxi, Inc., usually only on Sundays and sometimes on Mondays. He worked an unrelated job on the remaining days of the week. Julaju was given certain rules to follow—dress neatly, do not allow smoking
> Thomas Kimbro, a Department of Public Safety (DPS) officer, was the driver of a state-owned vehicle that struck Brystal McCloud’s vehicle on April 1, 2005. Kimbro normally worked in Phoenix, where he lived, but at the time of the accident he was temporar
> Who can serve as an agent or a principal?
> Fordyce Bank & Trust Company (Bank) issued several loans to Bean Timberland (Bean) so that Bean could purchase timber from various landowners. Bean gave the bank security interests in the purchased timber, and the proceeds from the sale of the timber wer
> In May 1990, Gerald Gaucher entered into a Retail Installment Contract and Security Agreement with Cold Springs RV Corp. This agreement provided for the purchase of a travel trailer. In the agreement, Gaucher agreed to pay $320 a month for seven years an
> Indiana Auto Sales & Repair repossessed an automobile from one of its debtors. Indiana Auto paid an independent contractor $30 to repossess the car. The contractor’s 15-year-old, unlicensed employee was directed to repossess the vehicle. During the repos
> How does bankruptcy law benefit debtors and creditors?
> Plaintiff pro se Wilfredo A. Golez (Golez) filed a motion to compel the work attendance records of two former coworkers who are not parties to the instant litigation. Golez states that he requires the employment records of his former coworkers to show th
> Describe the various ways in which secured interests are perfected.
> Woodcock graduated from law school and finished his MBA in 1983. His student loans came due nine months later. Because he was a part-time student until 1990, he requested that payment be deferred, which the lender incorrectly approved. Because he was not
> Carlos and Suzanne Cortez fi led their petition for Chapter 7 bankruptcy on April 8, 2004. At the time of filing, Suzanne Cortez was working, but Carlos was unemployed. Suzanne had reduced her work hours so that her minimum net income per month was $750.
> What are the required elements of a security interest?
> At the end of January 2001, while cleaning out his self-storage locker, Kim Griffith found a certificate of deposit purportedly issued by Mellon Bank, N.A., of Pittsburgh, Pennsylvania, on July 3, 1975, for the amount of $530,000 plus interest to be paya
> How are real defenses different from personal defenses to liability for a negotiable instrument?
> Evaluate the following statement: “A party can never be held liable for a negotiable instrument if he or she did not sign the check.”
> What is the distinction between primary liability and secondary liability for a signed negotiable instrument?
> A customer of Foster Bank named Choi deposited in her account a check for $133,026 that listed her as the payee. The check had been drawn on Wachovia Bank by a company called MediaEdge that had an account with that bank. Foster presented the check to Wac
> Donald Lynch purchased a check from Allied Irish Bank (AIB) in Ireland. The check was made payable to Advance Marketing and Investment Inc. (AMI) in the amount of U.S. $250.00, which was handwritten as “Two Hundred 1 Fifty” on the center line of the ch
> Morales, a native and citizen of Mexico, was arrested in 1994 for entering the United States without inspection. He was released and served with a mail-out order to show cause why he should not be sent back to Mexico. Eventually, a removal hearing was sc
> Robert Carter, an employee of National Accident Insurance, intercepted insurance premium checks totaling more than $10 million that customers made payable to the insurance agency. Carter then altered those checks by adding a slash (/) and additional paye
> Evaluate the following statement: “If a signature on a check is forged, the customer will never be responsible for the amount on the check.”
> Explain the reason for the following policy: A customer has a duty to examine her or his bank statement.
> Wachovia, a bank, made a loan in 2003 to McNamee for $150,000, and he signed a promissory note for the loan. At some point, Wachovia misplaced, lost, or destroyed the original note. The note matured in 2005, and after the loan matured, Wachovia assigned
> Rockland Industries agreed to purchase three containers of antimony oxide at $1.80 per pound from Manley-Regan Chemicals. Rockland produces drapes, and antimony oxide is used to fi reproof the drapes. A representative from Manley-Regan, David Hess, worke
> Does possible misuse constitute a waiver of the implied warranties? Consider the case of a lessee of a car who after 18 months found the car was running roughly. When taking the car back to the dealership, the lessee was told that several valves in the e
> Explain what the good-faith and commercial reasonableness obligations are.
> The defendant, Sterile Technologies, Inc., purchased a sterilizer from the plaintiff, Troy Boiler Works, on an installment payment plan. The defendant was to make installment payments charged with 1.5 percent interest per month. The sterilizer was delive
> Aubrey Reeves purchased a computer system for his business from Radio Shack Computer Center. Radio Shack is the local retailer for products sold by Tandy, its parent company. During negotiations, it became clear that Reeves needed software that Radio Sha
> What determines the obligations of sellers/lessors and buyers/lessees?
> John and Jacqueline Stowers are the sole owners of Manna, a limited liability company registered to do business in the state of Ohio. Manna is a family-run enterprise that sells food and other products to its members. Manna operates from the family’s hom
> The defendant contracted with the plaintiff to design, maintain, and develop software and to host the defendant’s web page. After a falling out, the defendant moved its web page to another site and refused to honor its contract with the plaintiff. The pl
> How can good title be acquired?
> The buyer contracted with the seller for a customized machine. The seller filed to have the machine ready by the agreed-upon deadline. Twice the buyer agreed to an extension, neither of which was met by the seller. The seller then terminated the contract
> Marilyn Thomas purchased an installed pool heater from Sunkissed. The pool heater was delivered to Marilyn’s residence, but the delivery slip was signed by Nancy Thomas. Marilyn did not know of anyone by that name. She called Sunkissed to advise the comp
> The two companies had an agreement by which Sunrish was providing a food product to Nutrisoya. However, Sunrich allegedly did not deliver the products covered in the contract, and Nutrisoya took the company to court for material breach of contract. The s
> Posh Pooch Inc., which designs couture pet carriers and accessories, convinced the Italian corporation Nieri Argenti to manufacture various fine leather and related goods for Posh Pooch. Posh Pooch picked up some of the goods in Italy, but at least seven
> When Barry Meyer asked Robyn Mitnick to marry him, he gave her an engagement ring that cost $19,500. Before the marriage, he asked her to sign a prenuptial agreement. She refused, and the engagement was broken. He asked her to return the ring, saying it
> Explain how the existence of conditions subsequent and precedent affects the discharge of a contract.
> Energy cooperative Hoosier Energy sought to move depreciation deductions that it could not use to John Hancock Life Insurance Company. Under the transaction, John Hancock would pay Hoosier Energy $300 million for a 63-year lease of an undivided two-third
> Describe the various types of rule making.
> Explain the difference between legal and equitable remedies.
> An investor brought suit against an architect after the investor lost $600,000 in a failed project. To develop the project, a real estate empire in Chicago, an LLC, the Burnham Station, was created by JDL. The investor arranged to buy shares of Burnham t
> Explain the desirability to business of allowing a transfer of rights or duties to third parties.
> Explain the difference between an assignor’s liability and a delegator’s liability after rights have been transferred to a third party.
> Why is it that incidental beneficiaries cannot enforce rights under a contract? Should they be able to enforce such rights?
> Integrate the concept of assignments with the concept of delegations.
> The plaintiff and defendant engaged in phone calls and e-mails that unambiguously indicated intent to be bound to all necessary terms of a transaction. The district court recognized these recorded communications between parties as enforceable contracts,
> A company sued a meat distribution market, claiming breach of contract following the market’s failure to pay money owed on five notices of purchases (NOPs) as well as collection of accounts under the Uniform Commercial Code, Article 9. The district court
> A seller agreed to give a buyer the first right to purchase the remainder of her property if she chose to sell it. When the seller died, the buyer filed suit against the estate, seeking the option to purchase. The two parties entered into a settlement ag
> Explain how the requirements of the statute of frauds under the UCC are different from those under the common law.
> Cleveland Construction Co, Inc., (CCI) was a general contractor building a grocery store in Houston, Texas. The company subcontracted the exaction and grading to Levco in a contract that contained a binding arbitration clause that mandated arbitration in
> Audrey Vokes was a 51-year-old widow who wanted to become an accomplished dancer. She was invited to attend a dance party at J. P. Davenports’ School of Dancing, an Arthur Murray franchise. She subsequently signed up for dance classes, at which she recei
> In 2007, Mewhinney decided to sell the contents of his wine cellar. Kurtz, as president of The London Wineman, Inc., contacted Mewhinney about the sale. London Wineman was in the business of purchasing wine from individuals and reselling it through an au
> In 1998, the governor of New York, George Pataki, formulated a $185 million plan to update old Amtrak trains. The purpose of such a project was to make the old trains faster than the more current Amtrak trains. Such a reconstruction would allow for a hig
> Distinguish innocent misrepresentation from fraudulent misrepresentation.
> The Lower Yukon School District provides public education in the region that includes the village of Scammon Bay in Alaska. Askinuk Corporation is the Scammon Bay native village corporation created by the Alaska Native Claims Settlement Act. In October 2
> Explain the difference between a unilateral mistake and a mutual mistake.
> Priscilla Howard was 16 when she signed a binding arbitration agreement with her employer, Food, Folks & Fun, Inc. She later sued her former employer on grounds that she suffered sexual harassment during her employment and that she was constructively dis
> Washington State resident Patty Gandee entered into a debt adjustment contract with Freedom Enterprises. She subsequently sought to file a class action against them for violations of the state debt adjusting act and the Consumer Protection Act. The compa
> Three salesmen worked for Sentient Jet, a small luxury airline charter service. They signed a noncompete agreement, promising not to go to work for a competing employer within a year after working for Sentient and not to take any confidential information
> What is the relationship between contracts in restraint of trade and unconscionable contracts?
> Dakota Foundry was purchasing some equipment from Tromley Industries. According to the practice of the firm, the operations manager was supposed prepare a quote on Kloster stationery, and the back of the stationery contained its standard terms and condit
> What factors determine whether a covenant not to compete is legal or illegal?
> If all you know about a man is that his neighbors think he is crazy, you do not know whether a contract he entered into was valid, voidable, or void. Why not?
> Explain the obligations of a minor who chooses to disaffirm a contract.
> In 2001, Joseph Toscano, who was employed as the general manager of a Fields Pianos store in Santa Ana, was very unhappy with his job and decided to find other employment. Toscano contacted Michael Greene, the president of San Diego–based Greene Music, b
> List the three elements of accord and satisfaction.
> List and describe the three exceptions to the preexisting-duty rule.
> Can $1 be adequate consideration? Why or why not?
> What is required to prove promissory estoppel when consideration is missing?
> List the four types of consideration described in the text.
> An oral agreement was made between multiple parties to put together some money and open a bar and restaurant. The men first had to create a joint company. However, one potential owner was not able to provide his share of the funding at the time of the co
> Attorneys, journalists, media, and legal and human rights organizations brought action against the Central Intelligence Agency, challenging the constitutionality of Section 702 of the Foreign Intelligence Surveillance Act (FISA). In particular, they obje
> What is the mailbox rule?
> What is the mirror-image rule?
> What is the difference between an offer for a unilateral contract and an offer for a bilateral contract? Why might that difference be important to understand?
> Dr. Griffith allowed his life insurance to lapse after May 15, 2007. According to US Life’s life insurance policy, he was granted a 31-day grace period after which he would be able to reinstate his insurance by paying the balance of the unpaid bill and r
> Explain why the first question a person should ask when getting ready to analyze a contract problem is, “Is this alleged contract a contract for the sale of a good?”
> Willard W. Smith had owned a salvage yard since 1980. In 1984, the county enacted a zoning ordinance requiring a permit for salvage yards. Because the operation of Smith’s yard predated the 1984 ordinance, he was not subjected to the permit requirement.
> Explain copyright infringement.
> Smith, a satirist and outspoken critic of Walmart, created websites displaying designs and slogans that negatively parodied Walmart’s registered marks. These designs and slogans incorporated the word Walocaust, a word Smith invented by combining the firs
> List and describe the main types of fraud committed in the business context.
> Identify the distinguishing features of white-collar crime.
> Central West Virginia Energy Company, a West Virginia coal sales company, along with Massy Coal Company, a Virginia corporation, fi led a lawsuit in federal district court against Mountain State Carbon and its member companies, one of which, Severstal Wh
> What are the main distinctions between the different schools of legal interpretation?
> At Boyle’s trial, the state demonstrated that Boyle and others had committed a series of bank robberies in four states during the 1990s. A core group was involved in all the robberies, but sometimes others would also assist them. The group would meet bef
