In interpreting a contract, terms which have been separately negotiated are given
priority over standardized, pre-printed terms.
Watkins Manufacturing has furniture, some of which it has sold to Home Interiors,
stored in Central Warehouse. It is to be delivered without being moved. In order to
fulfill its obligations to tender delivery, Watkins may either tender to Home Interiors a
document of title or obtain an acknowledgment by the warehouse of Home Interiors’
right to possess the furniture.
Marie owes Nathan $300 and the parties agree that Marie will paint Nathan’s house in
satisfaction of the debt. The debt is not discharged until Marie performs the substituted
agreement by painting Nathan’s house.
Under constitutional privilege, a public official does not have to prove that the
defendant published the defamatory and false comment with knowledge or with
reckless disregard of the comment’s falsity and its defamatory character.
False statements in a certificate of limited partnership or in an amendment to the
certificate that cause loss to third parties who rely on the statements may result in
liability for the general partners.
If a person entitled to enforce an instrument refuses a tender of payment, the refusal
wholly discharges to the extent of the amount of tender every party who has a right of
recourse against the party making tender.
An offer must be communicated to the offeree in order for the offer to be effective.
All states agree that a minor who has fraudulently misrepresented her age when
entering into a contract has no power to disaffirm the contract.
Apparent authority can arise where there is an undisclosed principal as well as where
the principal is disclosed.
Under the UPA, if a partner makes a loan to the partnership, he will be in the same
position as other creditors who are not partners in requesting repayment upon
dissolution.
If Sam agrees to sell to Thomas all of the tomatoes he wants at $25 a bushel, there is no
contract because of a lack of consideration.
If a UCC contract does not contain all the terms necessary to carry it out, there will be
no contract.
Shelf registrations allow issuers to respond more quickly to market conditions, but the
provision allowing it does not apply to all companies.
Philip uses a signature stamp to sign his checks and carelessly leaves it accessible to
third parties. Jeremy finds the stamp and uses it to write several checks without Philip’s
authorization. Renee, who takes a check for value and in good faith, will be subject to
Philip’s defense of unauthorized signature.
An oral promise by a limited partner to contribute to the limited partnership is
enforceable.
Notice of a shareholders’ meeting may be waived in writing.
Even if it has been lawfully and properly declared, a stock dividend may be revoked
unless it has been actually distributed.
In what cases do courts impose a constructive trust?
If a confidential relationship exists between parties to a contract, the law presumes that
undue influence exists if it appears that the dominant party has gained at the other
party’s expense, but the presumption can be rebutted by evidence that it was not
exercised.