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Author Topic: Contracts Hypo 2 - Deck Building Hypo  (Read 1586 times)

celarkobri

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Re: Contracts Hypo 2 - Deck Building Hypo
« Reply #10 on: December 03, 2005, 11:00:15 PM »
Ah, because it's obviously so disparate? I think the answer is still yes because what's important is the "unless acceptance is expressly made conditional." Matt still didn't say "it must be cheaper," he still just made a proposal.

dft

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Re: Contracts Hypo 2 - Deck Building Hypo
« Reply #11 on: December 03, 2005, 11:17:44 PM »
You're probably right, but...

It says "Matt pretty much agreed with [all the terms] except the price."

To me, when it says he agreed with everything "except" for the price, that means that he did NOT agree with the price. Seems like a counteroffer.

"Matt pretty much agreed with them all except the price, whereupon he crossed out the price of $4000, and made it $3000."

celarkobri

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Re: Contracts Hypo 2 - Deck Building Hypo
« Reply #12 on: December 03, 2005, 11:32:28 PM »
Yeah, that's probably what he meant, but i don't think that's what he did- at least, according to the UCC. And if there's a K, the court will try to uphold it.

miles

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Re: Contracts Hypo 2 - Deck Building Hypo
« Reply #13 on: December 04, 2005, 03:12:48 AM »
Building a shed is just like building a house, which would always fall under common law.  It doesn't matter if the materials cost more than the labor.
1) Was there an offer?
M will argue that there were preliminary neg. until thet writing which he considered an offer
R will argue that the O/A was made orally and that the writing would just be a formal memorial of the agreed terms - R27 allows the enforcement of these type of agreements but it is doubtful that this argument will fly, there's to much of a prelim. neg. feel to this therfore R will probably not prevail here. 

Did M accept or make an offer?
M will argue that the writing signed by R was an offer.  When M materially altered the price - the offer in CL became a rejection / counter offer. 

R will run into some problems here w/ the SOF.  The SOF states that K's dealing w/ insterest in land req. a writing.  Even if the signed writing satisfies the SOF and is considered an acceptance R will be held to the 3k price term.  R will not be able to use parole evidence to contradict the price.

R will contend that the oral agreement was the K and that his partial performance will satisfy the SOF writing requirement.  Generally preparation of a job is not considered to be partial perf. - R loses here.

There is no indication in the facts of time between the signing of the writing and buying of the materials.  If more than 30 days passed the court will conclude that there was rejection by silence. This also applies to the oral K if the court concludes that there was one.

R might be able to successfully argue that he accepted M's counter offer before M could reject it.  Here again the K would only be enforcable for the 3k.

R might try to argue prom. est. but he will probably fail due to recent decision trends

Reggie is screwed.  There is no K.

celarkobri

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Re: Contracts Hypo 2 - Deck Building Hypo
« Reply #14 on: December 04, 2005, 09:33:40 AM »
Why is building a shed like building a house but not like building a suitcase? I mean, lots of sheds are prefabricated and moved on to someone's property after they're purchased. They can be resold and picked up and moved again. I think there's a strong argument that it's a good.

colforbin

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Re: Contracts Hypo 2 - Deck Building Hypo
« Reply #15 on: December 04, 2005, 11:38:18 AM »
With regard to shed or house building, I don't believe that constitutes an interest in land under the Statute of Frauds. If someone has evidence to the contrary, please provide it. If that was considered an interest in land, we would need writings for any type of improvement on our property. That just doesn't sound right.

miles

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Re: Contracts Hypo 2 - Deck Building Hypo
« Reply #16 on: December 04, 2005, 12:42:26 PM »
Land SOF - the shed is considered a fixture see RST 110

If the shed is prefabricated then yes it could be UCC.  You'd defin. mention that in your analysis.  From the facts it sounds like he is building one.  NOTE it did not say assembling a shed, or buying a shed. 




Jumboshrimps

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Re: Contracts Hypo 2 - Deck Building Hypo
« Reply #17 on: December 04, 2005, 01:34:45 PM »
Miles is right. This is absolutely not a UCC contract. I agree that the shed is a good. Doesn't matter. The K is for the building of the shed. UCC applies to contracts for the sale of goods. There is no SOF issue here either. The buiding of a shed is not an interest in land and it's not a good.

The owner's changing of the price term would constitute a rejection and counteroffer under the mirror image rule. Because there is no indication of communication of this counteroffer to the owner, there cannot possibly be a contract. The power of acceptance terminated upon changing of the price term. Builder's buying of materials is not performance; it is mere preparation. He's got a claim of promissory estoppel, but it's weak because owner's offer  was not made with reasonable expectation of producing reliance. It was a promise seeking to induce a promise. Nor did builder reasonably rely on the promise. Nor could injustice only be avoided only by enforcement (take the stuff back to Home Depot).

No Contract. No promissory estoppel. 


Jumboshrimps

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Re: Contracts Hypo 2 - Deck Building Hypo
« Reply #18 on: December 04, 2005, 01:38:55 PM »
On the other hand...

Because SOF is not as issue... they might have had a contract before there was ever a written document, in which case owner's's changing a term is a breach (and probably fraud). However, owner thought they had agreed but there is no indication that builder thought so. In fact, we have a strong indication that there was no agreement before the document was produced- owner didn't like the price term.

miles

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Re: Contracts Hypo 2 - Deck Building Hypo
« Reply #19 on: December 04, 2005, 02:09:29 PM »
Good call Jumbo.  Your right about the contract not falling w/n the land exception.