Tompkins-Beckwith, as the contractor on a construction project, entered into a subcontract with a division of Air Metal Industries. Air Metal procured American Fire and Casualty Company to be surety on certain bonds in connection with contracts it was performing for Tompkins-Beckwith and others. As security for these bonds, on January 3, Air Metal executed an assignment to American Fire of all accounts receivable under the Tompkins-Beckwith subcontract. On November 26 of that year, Boulevard National Bank lent money to Air Metal. To secure the loans, Air Metal purported to assign to the bank certain accounts receivable it had under its subcontract with Tompkins-Beckwith. In June of the following year, Air Metal defaulted on various contracts bonded by American Fire. On July 1, American Fire served formal notice on Tompkins-Beckwith of Air Metal’s assignment. Tompkins-Beckwith acknowledged the assignment and agreed to pay. In August, Boulevard National Bank notified Tompkins-Beckwith of its assignment. Tompkins-Beckwith refused to recognize the bank’s claim and, instead, paid all remaining funds that had accrued to Air Metal to American Fire. The bank then sued to enforce its claim under Air Metal’s assignment. Is the assignment effective? Why?
> Mark, a minor, operates a one-man automobile repair shop. Rose, having heard of Mark’s good work on other cars, takes her car to Mark’s shop for a thorough engine overhaul. Mark, while overhauling Rose’s engine, carelessly fits an unsuitable piston ring
> Stanley A. Erb became a vice president of the Shearson Lehman Brothers, Inc. branch office in Provo, Utah. That year, Erb was contacted by McKay Matthews, the controller for the Orem, Utah–based WordPerfect Corporation and its sister corporation, Utah So
> Ann bought a car from the Used Car Agency (Used) under a written contract. She purchased the car in reliance on Used’s agent’s oral representations that it had never been in a wreck and could be driven at least two thousand miles without adding oil. Ther
> Rachel leased an apartment to Bertha for a one-year term beginning May 1, at $800 a month, “payable in advance on the first day of each and every month of said term.” At the time the lease was signed, Bertha told Rachel that she received her salary on th
> Blair orally promises Clay to sell him five crops of potatoes to be grown on Blackacre, a farm in Idaho, and Clay promises to pay a stated price for them on delivery. Is the contract enforceable?
> On March 1, Lucas called Craig on the telephone and offered to pay him $90,000 for a house and lot that Craig owned. Craig accepted the offer immediately on the telephone. Later in the same day, Lucas told Annabelle that if she would marry him, he would
> Moriarity and Holmes enter into an oral contract by which Moriarity promises to sell and Holmes promises to buy Blackacre for $10,000. Moriarity repudiates the contract by writing a letter to Holmes in which she states accurately the terms of the bargain
> Ames, Bell, Cain, and Dole each orally ordered LCD (liquid crystal display) television sets from Marvel Electronics Company, which accepted the orders. Ames’s set was to be specially designed and encased in an ebony cabinet. Bell, Cain, and Dole ordered
> Rowe was admitted to the hospital suffering from a critical illness. He was given emergency treatment and later underwent surgery. On at least four occasions, Rowe’s two sons discussed with the hospital the payment for services to be rendered by the hosp
> Mary Iacono and Carolyn Lyons had been friends for almost thirty-five years. Mary suffers from advanced rheumatoid arthritis and is in a wheelchair. Carolyn invited Mary to join her on a trip to Las Vegas, Nevada, for which Carolyn paid. Mary contended t
> Jesse Carter and Jesse Thomas had an auto accident with a driver insured by Allstate. Carter and Thomas hired an attorney Joseph Onwuteaka to represent them. Mr. Onwuteaka sent a demand letter for settlement of the plaintiffs’ claims to Allstate’s adjust
> Plaintiffs leased commercial space from the defendant to open a florist shop. After the lease was executed, the plaintiffs learned that they could not place a freestanding sign along the highway to advertise their business because the Deschutes County Co
> L&M Home Health Corporation (L&M) had a checking account with Wells Fargo Bank. L&M engaged Gentner and Company, Inc. (Gentner) to provide consulting services, and paid Gentner for services rendered with a check drawn on its Wells Fargo account in the am
> Thomson Printing Company is a buyer and seller of used machinery. On April 10, the president of the company, James Thomson, went to the surplus machinery department of B.F. Goodrich Company in Akron, Ohio, to examine some used equipment that was for sale
> On July 5, 2003, Richard Price signed a written employment contract as a new salesman with the Mercury Supply Company. The contract was of indefinite duration and could be terminated by either party for any reason upon fifteen days’ notice. Between 2003a
> The defendant, Shane Quadri, contacted Don Hoffman, an employee of defendant Al J. Hoffman & Co., to procure car insurance. Later, Quadri’s car was stolen on October 25 or 26. Quadri contacted Hoffman, who arranged with Budget Rent-a-Car, a plaintiff in
> Enrique Gittes was a financial consultant for NCC, an English holding company that invested capital in other businesses in return for a stake in those businesses. One of NCC’s investments was a substantial holding in Simplicity Pattern Company. Gittes’s
> Alice solicited an offer from Robett Manufacturing Company to manufacture certain clothing that Alice intended to supply to the government. Alice contends that in a telephone conversation Robett made an oral offer that she immediately accepted. She then
> Butler Brothers Building Company sublet all of the work in a highway construction contract to Ganley Brothers, Inc. Soon thereafter, Ganley brought this action against Butler for fraud in the inducement of the contract. The contract, however, provided: “
> Green was the owner of a large department store. On Wednesday, January 26, he talked to Smith and said, “I will hire you to act as sales manager in my store for one year at a salary of $48,000. You are to begin work next Monday.” Smith accepted and start
> When Mr. McClam died, he left the family farm, heavily mortgaged, to his wife and children. To save the farm from foreclosure, Mrs. McClam planned to use insurance proceeds and her savings to pay off the debts. She was unwilling to do so, however, unless
> Katz offered to purchase land from Joiner, and, after negotiating the terms, Joiner accepted. On October 13, over the telephone, both parties agreed to extend the time period for completing and mailing the written contract until October 20. Although the
> Louie E. Brown worked for the Phelps Dodge Corporation under an oral contract for approximately twenty-three years. In 2011, he was suspended from work for unauthorized possession of company property. In 2012, Phelps Dodge fired Brown after discovering t
> Stephens delivered 184 bushels of corn to Aubrey, for which he was to receive $478.23. Aubrey issued a check with $478.23 typewritten in numbers, and on the line customarily used to express the amount in words appeared “$100478 and 23 cts” imprinted in r
> Lavinia Lane received a check from Wilmore Enterprises, Inc., drawn on the Citizens Bank of Erehwon, in the sum of $10,000. Mrs. Lane indorsed the check “Mrs. Lavinia Lane for deposit only, Account of Lavinia Lane” and placed it in a “Bank by Mail” envel
> Presti claims that he reached an oral agreement with Wilson by telephone in October to buy a horse for $60,000. Presti asserts that he sent Wilson a bill of sale and a postdated check, which Wilson retained. Presti also claims that Wilson told him that f
> Yokel, a grower of soybeans, had sold soybeans to Campbell Grain and Seed Company and other grain companies in the past. Campbell entered into an oral contract with Yokel to purchase soybeans from him. Promptly after entering into the oral contract, Camp
> Dean was hired on February 12 as a sales manager of the Co-op Dairy for a minimum period of one year with the dairy agreeing to pay his moving expenses. By February 26, Dean had signed a lease, moved his family from Oklahoma to Arizona, and reported for
> Ethel Greenberg acquired the ownership of the Carlyle Hotel on Miami Beach but had little experience in the hotel business. She asked Miller to participate in and counsel her operation of the hotel, which he did. He claims that, because his efforts produ
> Halsey, a widower, was living without family or housekeeper in his house in Howell, New York. Burns and his wife claim that Halsey invited them to give up their house and business in Andover, New York, to live in his house and care for him. In return, th
> In a contract drawn up by Goldberg Company, it agreed to sell and Edwards Contracting Company agreed to buy wood shingles at $650. After the shingles were delivered and used, Goldberg Company billed Edwards Company at $650 per bunch of nine hundred shing
> Rafferty was the principal shareholder in Continental Corporation, and, as a result, he received the lion’s share of Continental Corporation’s dividends. Continental Corporation was anxious to close an important deal for iron ore products to use in its b
> Lisa hired Jay in the spring, as she had for many years, to set out in beds the flowers Lisa had grown in her greenhouses during the winter. The work was to be done in Lisa’s absence for $300. Jay became ill the day after Lisa departed and requested his
> Rebecca owes Lewis $2,500 due on November 1. On August 15, Lewis assigns this right for value received to Julia, who gives notice on September 10 of the assignment to Rebecca. On August 25, Lewis assigns the same right to Wayne, who in good faith gives v
> Grant and Debbie enter into a contract binding Grant personally to do some delicate cabinetwork. Grant assigns his rights and delegates performance of his duties to Clarence. (a) On being informed of this, Debbie agrees with Clarence, in consideration of
> Walter Duester purchased a John Deere combine from St. Paul Equipment. John Deere Co. was the lender and secured party under the agreement. The combine was pledged as collateral. Duester defaulted on his debt, and the manager of St. Paul, Hansen, was ins
> Brown enters into a written contract with Ideal Insurance Company under which, in consideration of Brown’s payment of her premiums, the insurance company promises to pay Williams College the face amount of the policy, $100,000, on Brown’s death. Brown pa
> Julia contracts to sell to Hayden, an ice cream manufacturer, the amount of ice Hayden may need in his business for the ensuing three years to the extent of not more than 250 tons a week at a stated price per ton. Hayden makes a corresponding promise to
> Georgia purchased an option on Greenacre from Pamela for $10,000. The option contract contained a provision by which Georgia promised not to assign the option contract without Pamela’s permission. Georgia, without Pamela’s permission, assigned the contra
> Anne, who was unemployed, registered with the Speedy Employment Agency. A contract was then made under which Anne, in consideration of such position as the agency would obtain for her, agreed to pay the agency one half of her first month’s salary. The co
> Pauline Brown was shot and seriously injured by an unknown assailant in the parking lot of National Supermarkets. Pauline and George Brown brought a negligence action against National, Sentry Security Agency, and T. G. Watkins, a security guard and Sentr
> The Smooth Paving Company entered into a paving contract with the city of Chicago. The contract contained the clause “contractor shall be liable for all damages to buildings resulting from the work performed.” In the process of construction, one of the b
> While under contract to play professional basketball for the Philadelphia 76ers, Billy Cunningham, an outstanding player, negotiated a three-year contract with the Carolina Cougars, another professional basketball team. The contract with the Cougars was
> McDonald's has an undeviating policy of retaining the absolute control over who receives new franchises. McDonald’s granted to Copeland a franchise in Omaha, Nebraska. In a separate letter, it also granted him a right of first refusal for future franchis
> Rensselaer Water Company contracted with the city of Rensselaer to provide water to the city for use in homes, public buildings, industry, and fire hydrants. During the term of the contract a building caught fire. The fire spread to a nearby warehouse an
> Linda King was found liable to Charlotte Clement as the result of an automobile accident. King, who was insolvent at the time, declared bankruptcy and directed her attorney, Prestwich, to list Clement as an unsecured creditor. The attorney failed to carr
> Eldon’s Super Fresh Stores, Inc., is a corporation engaged in the retail grocery business. William Drexler was the attorney for and the corporate secretary of Eldon’s and was also the personal attorney of Eldon Prinzing, the corporation’s president and s
> In March, Adrian Saylor sold government bonds owned exclusively by him and with $6,450 of the proceeds opened a savings account in a bank in the name of “Mr. or Mrs. Adrian M. Saylor.” In June of the following year, Saylor deposited the additional sum of
> The International Association of Machinists (the union) was the bargaining agent for the employees of Powder Power Tool Corporation. On August 24, the union and the corporation executed a collective bargaining agreement providing for retroactively increa
> Northwest Airlines leased space in the terminal building at the Portland Airport from the Port of Portland. Crosetti entered into a contract with the Port to furnish janitorial services for the building, which required Crosetti to keep the floor clean, t
> On April 1, members of Local 100, Transport Workers Union of America (TWU), began an eleven-day mass transit strike that paralyzed the life and commerce of the city of New York. Jackson, Lewis, Schnitzler & Krupman, a Manhattan law firm, brought a class
> Caleb, operator of a window-washing business, dictated a letter to his secretary addressed to Apartments, Inc., stating, “I will wash the windows of your apartment buildings at $4.10 per window to be paid on completion of the work.” The secretary typed t
> On December 1, Euphonia, a famous singer, contracted with Boito to sing at Boito's theatre on December 31 for a fee of $45,000 to be paid immediately after the performance. (a) Euphonia, for value received, assigns this fee to Carter. (b) Euphonia, for v
> Judy agreed in writing to work for Northern Enterprises, Inc., for three years as superintendent of Northern’s manufacturing establishment and to devote herself entirely to the business, giving it her full time, attention, and skill, for which she was to
> By written contract, Ames agreed to build a house on Bowen’s lot for $145,000, commencing within ninety days of the date of the contract. Prior to the date for beginning construction, Ames informed Bowen that he was repudiating the contract and would not
> Green owed White $3,500, which was due and payable on June 1. White owed Brown $3,500, which was due and payable on August 1. On May 25, White received a letter signed by Green stating, “If you will cancel my debt to you, in the amount of $3,500, I will
> While assistant treasurer of Travco Corporation, Frank Mitchell caused two checks, each payable to a fictitious company, to be drawn on Travco’s account with Brown City Savings Bank. In each case, Mitchell indorsed the check in his own name and then cash
> Erwick Construction Company contracted to build a house for Charles. The specifications called for the use of Karlene Pipe for all plumbing. Erwick, nevertheless, got a better price on Boynton Pipe and substituted the equally good Boynton Pipe for Karlen
> Webster, Inc., dealt in automobile accessories at wholesale. Although it manufactured a few items in its own factory, among them windshield wipers, Webster purchased most of its inventory from a large number of other manufacturers. In January, Webster en
> On November 23, Sally agreed to sell to Bart her Buick automobile for $7,000, delivery and payment to be made on December 1. On November 26, Bart informed Sally that he wished to rescind the contract and would pay Sally $350 if Sally agreed. Sally agreed
> The Perfection Produce Company entered into a written contract with Hiram Hodges for the purchase of 300 tons of potatoes to be grown on Hodge’s farm in Maine at a stipulated price per ton. Although the land would ordinarily produce 1,000 tons and the pl
> An artist once produced a painting now called The Plains of Meudon. For a while, the parties in this case thought that the artist was Theodore Rousseau, a prominent member of the Barbizon school, and that the painting was quite valuable. With this idea i
> In late 2011 or early 2012, the plaintiff, Lan England, agreed to sell 258,363 shares of stock to the defendant, Eugene Horbach, for $2.75 per share, for a total price of $710,498.25. Although the purchase money was to be paid in the first quarter of 201
> By contract dated January 5, Rebecca agreed to sell to Nancy, and Nancy agreed to buy from Rebecca, a certain parcel of land then zoned commercial. The specific intent of Nancy, which was known to Rebecca, was to erect a manufacturing plant on the land;
> Mountain Restaurant Corporation (Mountain) leased commercial space in the ParkCenter Mall to operate a restaurant called Zac’s Grill. The lease specified that the shopping center should always have as a part of it, or upon premises immediately next to it
> K & G Construction Co. was the owner of and the general contractor for a housing subdivision project. Harris contracted with the company to do excavating and earth-moving work on the project. Certain provisions of the contract stated that (1) K & G was t
> In May, Watts was awarded a construction contract, based on its low bid, by the Cullman County Commission. The contract provided that it would not become effective until approved by the state director of the Farmers Home Administration (now part of the U
> The drawer, Commercial Credit Corporation (Corporation), issued two checks payable to Rauch Motor Company. Rauch indorsed the checks in blank, deposited them to its account in University National Bank, and received a corresponding amount of money. The Ba
> Walker & Co. contracted to provide a sign for Harrison to place above his dry cleaning business. According to the contract, Harrison would lease the sign from Walker, making monthly payments for thirty-six months. In return, Walker agreed to maintain and
> On August 20, Hildebrand entered into a written contract with the city of Douglasville whereby he was to serve as community development project engineer for three years at a monthly fee of $1,583.33. This salary figure could be changed without affecting
> Victor Packing Co. (Victor) contracted to supply Sun Maid Raisin Growers 1,800 tons of raisins from the current year’s crop. After delivering 1,190 tons of raisins by August, Victor refused to supply any more. Although Victor had until the end of the cro
> Barta entered into a written contract to buy the K&K Pharmacy, located in a local shopping center. Included in the contract was a provision stating that “this Agreement shall be contingent upon Buyer’s ability to obtain a new lease from Landlord for the
> Jacobs, owner of a farm, entered into a contract with Earl Walker in which Walker agreed to paint the buildings on the farm. As authorized by Jacobs, Walker acquired the paint from Jones with the bill to be sent to Jacobs. Before the work was completed,
> Schlosser entered into an agreement to purchase a cooperative apartment from Flynn Company. The written agreement contained the following provision: “This entire agreement is conditioned on Purchaser’s being approved for occupancy by the board of directo
> The Park Plaza Hotel awarded its valet and laundry concession to Larson for a three-year term. The contract contained the following provision: “It is distinctly understood and agreed that the services to be rendered by Larson shall meet with the approval
> A–1 Roofing Co. entered into a written contract with Jaffe to put a new roof on the latter’s residence for $1,800, using a specified type of roofing, and to complete the job without unreasonable delay. A–1 undertook the work within a week thereafter, but
> Linda induced Sally to enter into a purchase of a home theater receiver by intentionally misrepresenting the power output to be seventy-five watts at rated distortion, when in fact it delivered only forty watts. Sally paid $450 for the receiver. Receiver
> James contracts to make repairs to Betty’s building in return for Betty’s promise to pay $12,000 on completion of the repairs. After partially completing the repairs, James is unable to continue. Betty refuses to pay James and hires another builder, who
> Donna gives Peter a check for $3,000 in return for a desktop computer. The check is dated December 2. Peter transfers the check for value to Howard on December 14, and Howard deposits it in his bank on December 20. In the meantime, Donna has discovered t
> On March 1, Joseph sold to Sandra fifty acres of land in Oregon that Joseph at the time represented to be fine black loam, high, dry, and free of stumps. Sandra paid Joseph the agreed price of $140,000 and took from Joseph a deed to the land. Sandra subs
> In which of the following situations is specific performance available as a remedy? (a) Mary and Anne enter into a written agreement under which Mary agrees to sell and Anne agrees to buy for $100 per share 100 shares of the 300 shares outstanding of th
> Louis leased a building to Pam for five years at a rental of $1,000 per month. Pam was to deposit $10,000 as security for performance of all her promises in the lease, which was to be retained by Louis in case of any breach on Pam’s part. Pam defaulted i
> Stuart contracts to act in a comedy for Charlotte and to comply with all theater regulations for four seasons. Charlotte promises to pay Stuart $1,800 for each performance and to allow Stuart one benefit performance each season. It is expressly agreed “S
> Sharon contracted with Jane, a shirtmaker, for 1,000 shirts for men. Jane manufactured and delivered 500 shirts, for which Sharon paid. At the same time, Sharon notified Jane that she could not use or dispose of the other 500 shirts and directed Jane not
> Daniel agreed to erect an apartment building for Steven for $12 million, and that Daniel would suffer a deduction of $12,000 per day for every day of delay. Daniel was twenty days late in finishing the job, losing ten days because of a strike and ten day
> Watson agreed to buy Ingram’s house for $355,000. The contract provided that Watson deposit $15,000 as earnest money and that “in the event of default by the Buyer, earnest money shall be forfeited to Seller as liquidated damages, unless Seller elects to
> Bettye Gregg offered to purchase a house from Head & Seeman, Inc. (seller). Though she represented in writing that she had between $15,000 and $20,000 in equity in another home that she would pay to the seller after she sold the other home, she knew that
> California and Hawaiian Sugar Company (C and H) is an agricultural cooperative in the business of growing sugarcane in Hawaii and transporting the raw sugar to its refinery in California for processing. Because of the seasonal nature of the sugarcane cro
> El Dorado Tire Company fired Bill Ballard, a sales executive. Ballard had a five-year contract with El Dorado but was fired after only two years of employment. Ballard sued El Dorado for breach of contract. El Dorado claims that any damages due to breach
> Adams, by fraudulent representations, induced Barton to purchase one hundred shares of the capital stock of the Evermore Oil Company. The shares were worthless. Barton executed and delivered to Adams a negotiable promissory note for $5,000, dated May 5,
> Kerr Steamship Company sent a telegram at a cost of $26.78 to the Philippines through the Radio Corporation of America. The telegram, which contained instructions in unintelligible code for loading cargo on one of Kerr’s ships, was mislaid and never deli
> Developers under a plan approved by the city of Rye had constructed six luxury cooperative apartment buildings and were to construct six more. To obtain certificates of occupancy for the six completed buildings, the developers were required to post a bon
> Billy Williams Builders and Developers (Williams) entered into a contract with Hillerich under which Williams agreed to sell to Hillerich a certain lot and to construct on it a house according to submitted plans and specifications. The house built by Wil
> Copenhaver, the owner of a laundry business, contracted with Berryman, the owner of a large apartment complex, to allow Copenhaver to own and operate the laundry facilities within the apartment complex. Berryman terminated the five-year contract with Cop
> Felch was employed as a member of the faculty of Findlay College, a private college, under a contract that permitted dismissal only for cause. He was dismissed by action of the president and board of trustees, who did not comply with a contractual provis
> Edward, a candy manufacturer, contracted to buy 1,000 barrels of sugar from Marcia. Marcia failed to deliver and Edward was unable to buy any sugar in the market. As a direct consequence he was unable to make candies to fulfill unusually lucrative contra
> While adjusting a television antenna beside his mobile home and underneath a high-voltage electric transmission wire, Prince received an electric shock resulting in personal injury. He claims the high-voltage electric current jumped from the transmission
> Courts Distributors needed 200 compact refrigerators on a rush basis. It contacted Eastinghouse Corporation, a manufacturer of refrigerators. Eastinghouse said it would take some time to quote a price on an order of that size. Courts replied, “Send the r
> On November 23, Blackburn, a dress manufacturer, mailed to Conroy a written and signed offer to sell 1,000 sundresses at $50 per dress. The offer stated that it would “remain open for ten days” and that it could “not be withdrawn prior to that date.” Two
> Reinfort executed a written contract with Bylinski to purchase an assorted collection of shoes for $3,000. A week before the agreed shipment date, Bylinski called Reinfort and said, “We cannot deliver at $3,000; unless you agree to pay $4,000, we will ca
