Laclede Gas Co. v. Amoco Oil Co.

NAME:	Laclede Gas Co. (π) v. Amoco Oil Co. (Δ),522 F.2d 33 (1975) [C.J. Ross]
P/S:	π brought a diversity action alleging breach of K against Δ seeking relief in the form of a mandatory injunction prohibiting the continuing breach or damages. The district court held that the K was invalid due to lack of mutuality and denied the injunctive relief. π appeals.
F:	π and Δ entered into a written agreement which was to provide central gas distribution systems to various residential developments in Missouri, until such time as natural gas mains were extended into these areas (10-15 years), at such time π should give Δ 30 days written notice of this event. If π determined that such a system (propane) was appropriate in any given development, it could request Δ to provide the propane to that specific development. Δ would provide the propane for “the Wood River Area Posted Price.” A paragraph of the agreement gave π the right to cancel at any time. There was no provision providing Δ with the ability to cancel the agreement.
I:	Should the court grant the injunction (specific performance) requested by the π?
H:	YES, specific performance is the proper remedy in this situation. Reversed and remanded.
Rule:	1. Specific enforcement will not be decreed unless the terms of the K are so expressed that the court can determine w/ reasonable certainty what is the duty of each party and the conditions under which performance is due, -Rest. 2d §370. 2. Specific performance will not be ordered when the party claiming breach of K has an adequate remedy at law [such as an award of damages], -Jamison Coal & Coke Co. v. Goltra. 3. A remedy at law adequate to defeat the grant of specific performance “must be as certain, prompt, complete, and efficient to attain the ends of justice as a decree of specific performance,” –Nat’l Marking Mach. Co. v. Triumph Mfg. Co.
R:	1. There is simply no requirement in the law that both parties be mutually entitled to the remedy of specific performance in order that one of them be given that remedy by the court… 2. While a court may refuse to grant specific performance where such a decree would require constant and long-continued court supervision, this is merely a discretionary rule of decision which is frequently ignored when the public interest is involved…Here the public interest in providing propane to the retail customer is manifest… 3. The fact that the agreement does not have a definite time duration is not fatal since the evidence established that the last subdivision should be converted to natural gas in 10-15 years. This sets a reasonable time limit on performance… 4. In Boeving v. Vandover, specific performance was a proper remedy since a new car “could not be obtained elsewhere except at considerable expense, trouble or loss, which cannot be estimated in advance.” Likewise, uncontradicted expert testimony asserted that π probably could not find another supplier of propane willing to enter into a long-term K such as the Δ agreement, given the uncertain future of worldwide energy supplies.

White v. Benkowski

NAME:		White (π) v. Benkowski (Δ),37 Wis.2d 285, 155 N.W.2d 74 (1967) [J. Wilkie]
P/S:		π sued the Δ’s for breach of K, seeking compensatory and punitive damages. The jury found the Δ has shut off the water maliciously in order to harass the π. It awarded the π compensatory damages of $10 and punitive damages of $2000. On motions after the verdict, the award was reduced to $1 in compensatory damages and no punitive damages. The Whites appealed.
F:		π bought a house that lacked its own water supply but was connected to a well on the adjacent property of the Δ. π and Δ entered into a contract in which the Δ promised to supply water to the π for 10 years in return for the payment of $3 a month and half the costs of any future repairs. The relationship between the two deteriorated and on nine separate occasions the Δ shut off the water supply to the π claiming that this was done to either allow accumulated sand to settle or to remind the π that their water use was excessive.
I:	I1: I2:	Was the trial court correct in reducing the award of compensatory damages from $10 to $1? Are punitive damage available in actions for breach of contract?
H:	H1: H2:	NO. Reversed by reinstating the jury verdict relating to compensatory damages. SOMETIMES, but in the instant case, NO. Affirmed trial judge’s elimination of punitive damages.
Rule:	R1: R2:	1. In an action for a breach of K the π is entitled to such damages as shall have been sustained by him which resulted naturally and directly from the breach if you find that the Δ’s did in fact breach the K. Such damages include pecuniary loss and inconvenience suffered as a natural result of the breach. 2. Nominal damages is meant to be a trivial sum of money 1. Punitive damages are given “…on the basis of punishment to the injured party b/c he has been injured, … to punish the wrongdoer for his malice and to deter other from like conduct,” – Malco, Inc. v. Midwest Aluminum Sales
R:	R1: R2:	1. The rationale of the court indicates that it disregarded or overlooked π testimony of inconvenience. There was some injury. The π’s are not required to ascertain their damages w/ mathematical precision, but rather the trier of fact must set damages at a reasonable amount. 2. The jury finding of $10 in actual damages, though small, takes it out of the mere nominal status 1. No Wisconsin case in which breach of K (other than breach of a promise to marry) has led to the award of punitive damages. 2. Persuasive authority from other jurisdictions supports the proposition that punitive damages are not available in breach of K actions. 3. A breach of K may be a tort when the K creates the relation out of which grows the duty to use care in the performance of a responsibility prescribed by the contract. However, no tort was pleaded or proved.

Sullivan v. O'Connor

NAME:	Sullivan (π) v. O’Connor (Δ),363 Mass. 579, 296 N.E.2d 183 (1973) [J. Kaplan]
P/S:	π brought suit against Δ for the breach of K and negligence. π was awarded $13,500 for the breach of K and threw out the claim of negligence. Δ appealed contending that the trial judge had erred in instructing the jury about the issue of damages. π also objected to those instructions, on the ground that the judge had not instructed the jury that she was entitled to the difference between the value of her nose as promised and the diminished value of her nose after the operations. π indicated on appeal that she was willing to waive that objection if the appellate court denied Δ’s appeal.
F:	π, a professional entertainer, entered into a K with Δ, a plastic surgeon, “to enhancer her beauty and improve her nose.” But, as a result of 3 surgeries (originally only two were initially required) her appearance had been worsened and could not be improved by further surgery. π’s original fee to Δ was $622.65.
I:	Did the judge err in allowing the jury to take into account anything but the π’s out of pocket expenses?
H:	NO. π’s exceptions waived, Δ exceptions overruled.
Rule:	1. Expectancy Damages attempt to put the non-breaching party in the position it would have been had the K been performed. a. Where the π by reason of the operation was put to more pain than he would have had to endure, had the doctor performed as promised, he should be compensated for that difference as a proper part of his expectancy recovery. 2. Restitution Damages attempt to put the breaching party back in the position it would have been had the promises never been made 3. Reliance Damages put the non-breaching party in the position it would have been in had the promise never been made.
R:	1. For breach of the patient-physician agreements under consideration, a recovery limited to restitution seems plainly too meager, if the agreements are to be enforced at all. On the other hand, expectancy damages may be excessive (and harsh) where the doctor has been absolved of negligence by the Trier. Although the fee paid by the patient to the doctor for the alleged promise would usually be quite unequal to the assumed expectancy recovery. 2. There is no general rule barring recovery of pain and suffering (or the like) damages in actions for breach of K. It is all a question of the subject matter and background of the K. When the K calls for an operation on the person of the π, psychological as well as physical injury may be expected to figure somewhere in the recovery, depending on the particular circumstances. Even suffering or distress resulting from the breach going beyond that which was foreseen by the treatment as agreed, should be compensable on the same ground as the worsening of the patient’s condition b/c of the breach.

Laredo Hides Co., Inc. v. H & H Meat Products Co., Inc.

NAME:
Laredo Hides Co., Inc. (π) v. H & H Meat Products Co., Inc. (Δ), 513 S.W.2d 210 (1974) [J. Bissett]

PROCEDURE:

π, buyer, sued Δ, seller to recover damages for breach of a written contract for the sale of cattle hides. Trial was to the court w/o a jury. A take nothing judgment in favor of Δ was rendered. π appealed.

FACTS:

Δ is a meat processing and packing corporation that sells cattle hides as a by-product of its business. π purchases cattle hides from various meat packers in the U.S. and ships them to tanneries in Mexico. π entered into a contract with Δ on 2/29/1972 for the purchase of Δ’s entire cattle hide production between 3/72 and 12/72.

After two deliveries, a $9,000 check was sent to Δ for payment of the second shipment, but was delayed in the mail. Before the check arrived, Δ gave the π an ultimatum demanding payment w/in a few hours. The demand was not met and Δ notified π that this constituted a breach justifying cancellation of the contract and that it would deliver no more hides.

π had contracted with a Mexican tannery for the sale of all the hides it expected to purchase from the Δ. As a result of the cancellation of the contract by Δ, π was forced to purchase hides on the open market in substitution for the hides which were to have been delivered to it under the contract. The total additional amount for the substitute hides was $142,254.48 and additional costs of $3,448.95.

ISSUE:

Does the record support the findings of fact made by the trial judge and provide legal justification for the conclusion of law reached by the court?

HOLDING:

NO. Judgment of the trial court is reversed, and judgment is rendered for π in the amount of $152,960.04 along with interest at the rate of 6% per annum from 8/6/73 until paid.

RULE:

1. Texas Business and Commerce Code
a. When there is a repudiation of the K by the seller or a failure to make delivery of the goods under K, the buyer may cover under §2.711
b. He may have damages under § 2.712 “by making good faith and w/o unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller,” and “may recover from the seller as damages the difference between the cost of cover and the K price together with any incidental or consequential damages” provided by the chapter
c. Or, under § 2.713 have damages measured by “the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages
2. It is not necessary under § 2.712 that the buyer establish market price
3. Where the buyer complies w/ the requirements of § 2.712, his purchase is presumed proper and the burden of proof is on the seller to show that “cover” was not properly obtained.

REASONING:

1. No evidence was offered by Δ that π, in any manner, endeavored to increase its damages sustained when Δ refused to deliver any more hides to it.
2. π, in purchasing the hides in substitution of the hides which should have been delivered under the K, acted promptly and in a reasonable manner.

Fairmount Glass Works v. Crunden-Martin Woodenware Co., 106 Ky. 659, 1899

NAME:
Fairmount Glass Works v. Crunden-Martin Woodenware Co., 106 Ky. 659, 1899

FACTS:
· 4/20/1895 – Appellee request price quote, terms, and cash discount for ten car loads of a type of jar, with different sizes to be either delivered to their facility or F.O.B. origin
· 4/23/1895 – Appellant responded with a quote for the type of jar requested and the various sizes including the terminology “for immediate acceptance, and shipment not later than 5/15/1895; 60 days acceptance, or 2 off, cash in ten days.”
· 4/24/1895 – Appellee sent telegram stating “enter order ten car loads per your quotation. Specifications mailed.”
· 4/24/1895 – Appellant responded to Appellee’s telegram stating “Impossible to book your order. Output all sold. See letter.”

PROCEDURE:
Action originally brought by Appellee against the Appellant to recover damages for breach of contract. Judgment was entered for the Appellee, Appellant appeals.

ISSUE:
Whether the dialog exchanged between the Appellant and Appellee can be construed as an offer to sell and an acceptance of that offer, therefore creating a K in which Appellant breached.

HOLDING:
Appellant’s answer to Appellee’s letter for the price and terms on which the Appellant would sell the goods was not a quotation of prices, but a definite offer to sell on the terms indicated, and could not be withdrawn after the terms had been accepted.

REASONING:
· Generally a quotation of prices is not an offer to sell – 7 Am. & Eng.Enc.Law (2d Ed.) p. 138; Smith v. Gowdy…However, In this case, the court thought there was more than a mere quotation of prices, even though the appellant’s letter used the word “quote”.
· Appellee’s letter on 4/20 did not request a quotation of prices, but merely asked for the lowest price they could give them for the requested items. From this Appellant should have known that Appellee wanted to know at what price appellant would sell the products and quantity requested
· Also, when Appellant stated “for immediate acceptance,” it can only be understood as a proposition to sell at these prices if accepted immediately. Therefore, the expression “for immediate acceptance,” taken in connection w/ Appellee’s letter, at what price it would sell the goods, is, much stronger evidence of a present offer which, if accepted immediately, would form a binding contract between the two parties
· Appellant argued that acceptance by Appellee was not of the offer as made b/c of the fact that the stipulation: “the jars and caps to be strictly first-quality goods,” was not in their offer. However, appellant had declined to furnish the goods prior to receiving the letter containing the stipulation above.
· Appellant also argued that the contract was indefinite b/c the quantity was not fixed (10 car loads is too indefinite). Appellee contended and the court understood that “ten car loads” is an expression used in the trade as equivalent to 1,000 gross (100 each car load).

DISPOSITION:
Affirmed

DISSENT:
None

EVALUATE:
The court properly held that the Appellant’s letter was an offer to sell Appellee the jars requested because, in order to be an offer, it must contain definite terms, which is present in the Appellant’s letter.

SYNTHESIZE:
(with Owen v. Tunison) A contract, in order to be formed, requires definite terms of an offer to sell.

Owen v. Tunison, Supreme Judicial Court of Maine, 131 Me. 42, 1932

NAME:
Owen v. Tunison, Supreme Judicial Court of Maine, 131 Me. 42, 1932

FACTS:
· Δ, a resident of Newark N.J., was the owner of the Bradley block and lot
· 10/23/1929 – π wrote a letter asking if Δ would sell him his “store property which is located on Main St. in Buckspot, Me. running from Montgomery’s Drug Store on one corner to a Grocery Store on the other, for the sum of $6,000.”
· 12/5/1929 – π received Δ’s letter dated 11/12/1929 which stated that “Because of improvements”…which cost “several thousand dollars”…he could not sell it unless he were to receive $16,000.00 cash.
· π replied “accept your offer for Bradley block Bucksport Terms sixteen thousand cash send deed to Eastern Trust and Banking Co Bangor Maine Please acknowledge.”
· Four days later Δ notified π that he did not wish to sell the property

PROCEDURE:
None stated in opinion

ISSUE:
Can the Δ’s letter to the π be construed as a contract and therefore Δ was in breach of contract to the π?

HOLDING:
No. The Δ’s letter, while may have been written with the intent to open negotiations, is not an offer to sell and therefore since no contract was formed, there was no breach of contract.

REASONING:
· There can [be] no contract for the sale of property desired, no meeting of the minds of the owner and prospective purchaser, unless there was an offer or proposal of sale
· It cannot be successfully argued that Δ made any offer or proposal of sale
· In a recent case the words, “would not consider less than half” is held “not to be taken as an outright offer to sell for one-half.” –Sellers v. Warren, 166 Me. 350
· Courts have held “He [Δ] does not say, ‘I offer to sell to you.’ The language used is general…and is not an offer by which he may be bound, if accepted, by any or all of the persons addressed.” –Nebraska Seed Co. v. Harsh, 98 Neb. 89

DISPOSITION:
Judgment for Δ

DISSENT:
None

EVALUATION:
Using only the rules and reasoning stated above and applying it to the question raised in this case, the court was correct in holding that the letter was not intended to be construed as an offer to sell because the language used was general, and did not meet the required “meeting of the minds” between the buyer and seller.

SYNTHESIS:
N/A