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Any modification of a sales contract must be supported by some form of consideration.
Gerwin's daughter Mary was seeking a position as an associate attorney with Baker,
Charles & Dixon, a large metropolitan law firm. The firm, after several meetings with
Mary over a two-month period, made Mary an offer of employment on January 15.
Mary accepted the offer that day and immediately left for Cape Cod to celebrate
without telling Gerwin or anyone else about her new job.On January 17, two days after
Mary had accepted the offer, Gerwin sent Baker, Charles & Dixon a letter in which she
offered to give Baker all of her legal business (approximately $40,000 per year) if the
law firm would hire Mary. The law firm accepted.After Gerwin learned that Mary
already had been hired by Baker, Charles & Dixon, Gerwin refused to transfer her
business to the law firm. The law firm has brought suit against Gerwin on the grounds
that a valid contract exists between them. How will the case be decided?
An acceptance of goods can be done either expressly or by implication.
If goods are specially manufactured and the buyer refuses to take them, it is possible for
the seller to recover as damages the full purchase price and keep the goods.
The parol evidence rule generally excludes words spoken before or at the time a written
contract was executed from contradicting the terms of the contract.
Only written words that show an intention to transfer or assign will be given the effect
of an assignment.
In dealing with the corporation, directors act in a fiduciary capacity.
Under the RMBCA, a preincorporation subscription agreement is irrevocable for three
(3) months unless the subscription agreement provides a longer or shorter period, or all
of the subscribers agree to revocation.
