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Hoffman V. Red Owl Stores And The Myth Of Precontractual Reliance, Robert E. Scott
Hoffman V. Red Owl Stores And The Myth Of Precontractual Reliance, Robert E. Scott
Faculty Scholarship
For decades there has been substantial uncertainty regarding when the law will impose precontractual liability. The confusion is partly attributable to the unfortunate case of Hoffman v. Red Owl Stores and to the unusual degree of scholarly attention that it has attracted. A careful examination of the record of the Hoffman case reveals facts that are much different from conventional understanding. The disagreement between Joseph Hoffman and Red Owl Stores resulted from a fundamental misunderstanding between the parties regarding the terms of Hoffnan's capital contribution to the franchise. The misunderstanding was largely a product of Hoffnan's penchant for moving assets …
Desperately Seeking Consideration: The Unfortunate Impact Of U.C.C. Section 2-306 On Contract Interpretation, Victor P. Goldberg
Desperately Seeking Consideration: The Unfortunate Impact Of U.C.C. Section 2-306 On Contract Interpretation, Victor P. Goldberg
Faculty Scholarship
In Section 2-306, the Uniform Commercial Code's drafters intended to assure that two classes of agreements would be enforceable, even though they might appear on their face to be illusory. Variable quantity (output and requirements) contracts were buttressed by reading in a good faith standard (§ 2-306(1)) and exclusive dealing contracts were made enforceable by reading in a best efforts standard (§ 2-306(2)). This was a big mistake. In this paper I show how these two fixes create problems for interpreting contracts. I use two well-known cases, Feld v. Henry S. Levy & Sons, Inc. and Wood v. Lucy, …