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Articles 1 - 24 of 24
Full-Text Articles in Contracts
Corporations - Amendment Of Charter - Right To Redemption Of Preferred Stock., Michigan Law Review
Corporations - Amendment Of Charter - Right To Redemption Of Preferred Stock., Michigan Law Review
Michigan Law Review
Plaintiff owned 100 shares of preferred stock of defendant corporation, the certificates for which, and the articles of incorporation, provided for redemption on a· given date. Subsequent to plaintiff's becoming a stockholder but prior to the redemption date of his stock, a statute was passed allowing the majority of voting shareholders of a corporation to amend its articles "without limitation." Pursuant thereto the date for redemption of plaintiff's stock was postponed twenty-five years. Under the amended articles defendant refused plaintiff's tender of the stock and demand of payment on the original redemption date. In an action against the corporation, held …
Contracts - Interpretation - "Permanent Employment'', Michigan Law Review
Contracts - Interpretation - "Permanent Employment'', Michigan Law Review
Michigan Law Review
Plaintiff, a consulting engineer, had developed a clientele affording him a weekly income of $200, and was considering Purdue University's attractive offer of an associate professorship. Knowing these facts, defendant corporation proposed by telephone that if plaintiff would reject the Purdue offer and agree to purchase the home of defendant's power superintendent, it would give plaintiff permanent employment at a salary of $600 per month. Relying thereon, plaintiff immediately accepted, rejecting the Purdue offer, contracting to purchase the home, and performing his duties under the employment contract for about twenty-two months, after which defendant discharged him without cause. In affirming …
Damages - Insurance Contract - Recovery Of Present Worth Of Unmatured Installments, Milton Rabinowitz, Jacob I. Veissman
Damages - Insurance Contract - Recovery Of Present Worth Of Unmatured Installments, Milton Rabinowitz, Jacob I. Veissman
Michigan Law Review
After paying the twenty-three monthly benefits according to the provisions in the plaintiff's policy relating to total and permanent disability, the defendant decided that the plaintiff was no longer totally disabled, and thereupon stopped the monthly payments, demanded payment of premiums, and, when premiums were not paid, declared the policy lapsed on its books. Plaintiff brought suit, alleging continuance of his disability and repudiation of the insurance contract by the defendant, and he claimed as damages installments already due and installments that would mature during the period of his life expectancy. Defendant demurred. Held, there has been no such …
Contracts-Agreements For Leasing Departments In Retail Stores
Contracts-Agreements For Leasing Departments In Retail Stores
Michigan Law Review
An important merchandising device, largely developed within the last fifteen years, is the "leasing" of certain departments by proprietors of retail stores to outsiders who agree to operate them as integral units of the owner's business. It has been estimated that more than sixty per cent of department stores and more than forty-eight per cent of specialty stores had leased departments in 1930, with the average number of such departments per store in each class at 4.6 and 2.5 respectively.
Municipal Corporations - Effect Upon Collection Of Tort Judgments Of Constitutional And Statutory Limitations On Indebtedness And Taxing Powers, Michigan Law Review
Municipal Corporations - Effect Upon Collection Of Tort Judgments Of Constitutional And Statutory Limitations On Indebtedness And Taxing Powers, Michigan Law Review
Michigan Law Review
In an effort to protect the taxpayer from the extravagance of municipal officials, two types of restrictions, in the main, have been imposed: those limiting the power to contract debts, and those restricting the power to levy taxes. Frequently in an effort to recover and collect a judgment against the city, one or the other of these restrictions is met. Courts seem to hold unanimously that debt limitations apply to the city's obligations in contract and not in tort, but they are divided as to the effect of tax limitations upon collection of a tort judgment. As an example of …
Contracts - Indefiniteness - Effect Of Buyer's Right To Require Alternative Performance
Contracts - Indefiniteness - Effect Of Buyer's Right To Require Alternative Performance
Michigan Law Review
A buyer, who had agreed to take a certain number of gallons of oil within a viscosity range comprising seven weights, each weight being listed at a different price, repudiated his contract without having specified any of the seven types. In a suit by the seller to recover for breach of contract, held, as the indefiniteness of the agreement precluded any damages save those based on speculative, average, or other arbitrary price, it was not enforcible and plaintiff could not recover for defendant's refusal to accept oil. Wilhelm Lubrication Co. v. Brattrud, (Minn. 1936) 268 N. W. 634.1
Quasi-Contract As An Alternative Remedy For Inducing Breach Of Tort
Quasi-Contract As An Alternative Remedy For Inducing Breach Of Tort
Michigan Law Review
In an action for money had and received, plaintiff alleged that the International Railroad Company owed plaintiff $40,000 as compensation for services rendered under an existing and valid contract of employment; that with knowledge of this fact defendant corporation, representing that it, and not plaintiff, was entitled to this sum, fraudulently conspired with International Railway Company that this sum be paid defendant instead of plaintiff, and that said amount was paid defendant, resulting in unjust enrichment under circumstances in which the law implies a promise on defendant's part to pay said sum to plaintiff. In reversing a judgment sustaining a …
Quasi-Contracts -- Profits As Measure Of Recovery For Appropriation Of Business Idea
Quasi-Contracts -- Profits As Measure Of Recovery For Appropriation Of Business Idea
Michigan Law Review
Plaintiff advertising firm submitted advertising plans at the invitation of defendant brewing company, in the hope of getting a contract to handle its advertising. Defendant awarded the contract to another, but appropriated and used extensively a slogan, "The Beer of the Century," from the material submitted by plaintiff, who sued to recover the value thereof. Held, that plaintiff was entitled to recover, on an implied contract to pay for the services, the value to defendant of the fruits of the services. How. J. Ryan & Associates, Inc. v. Century Brewing Assn., 185 Wash. 600, 55 P. (2d) 1053 …
The Effect Of Impossibility Upon Conditions In Wills, Lewis M. Simes
The Effect Of Impossibility Upon Conditions In Wills, Lewis M. Simes
Michigan Law Review
Writers may discourse upon the danger of construing trees to mean raspberry bushes or cabbages, but the fact remains that written instruments are interpreted with the aid of something more than a dictionary. Circumstances existing both at the time the document is executed and at a subsequent period are considered in determining what it means. This statement applies to conditions as well as to other parts of a written instrument. Nor should we be surprised to find that impossibility of performance may modify legal consequences.
Contracts-Fraud-Rescission For Non-Disclosure Of Insolvency, Sheridan Morgan
Contracts-Fraud-Rescission For Non-Disclosure Of Insolvency, Sheridan Morgan
Michigan Law Review
Modern decisions have provided an important device for the protection of creditors through extension of the duty of disclosure by persons in extreme financial distress. The remedy chiefly used is rescission, which can be secured on the ground of "fraud," with restitution of property transferred in ignorance of the purchaser's distressed condition. The "fraud" need not consist of express misrepresentation of fact, though express misrepresentation often appears as an independent ground leading to the same result. The commercial importance of the remedies thus developed seems to justify consideration both of their practical consequences and of the theories on which relief …
Contracts-Effect Of A Stipulation Denying Legal Effect In An Employer's Voluntary Pension, Bonus Or Death Benefit Plan, Grover C. Grismore
Contracts-Effect Of A Stipulation Denying Legal Effect In An Employer's Voluntary Pension, Bonus Or Death Benefit Plan, Grover C. Grismore
Michigan Law Review
It has generally been supposed that where two persons go through the form of offer and acceptance but at the same time mutually agree that their undertakings shall not be legally obligatory, they are not contractually bound. In fact, it has frequently been asserted that the intent to have legal obligation must appear affirmatively before a contract can be found to exist. It may be doubted whether this is so, since it is clear from the decided cases that no showing of such an intention is ever required. The intention to have a contract is invariably assumed to exist in …
Bills And Notes-Holders In Due Course-Effect Of Knowledge Of Executory Character Of Consideration
Bills And Notes-Holders In Due Course-Effect Of Knowledge Of Executory Character Of Consideration
Michigan Law Review
In an action on a promissory note the plaintiff claimed, as a holder in due course, to be free from the defense of failure of consideration. When the plaintiff acquired the note it was physically attached to a conditional sales contract by the terms of which the payee was to furnish the maker with an oil burner which in truth was never furnished, this being the claimed failure of consideration. Breach of the sales contract apparently took place after the plaintiff acquired the note. Held, plaintiff, having knowledge of the terms of the contract, was not a holder in …
Unforgetable Knowledge, Maurice H. Merrill
Unforgetable Knowledge, Maurice H. Merrill
Michigan Law Review
In another article, the writer had occasion to analyze the concept of notice. He there called attention to the fact that in some instances the existence of notice depends upon awareness by the person to be charged, either of the ultimate facts or of circumstances placing him upon inquiry thereof, while in other cases notice exists entirely independent of such awareness. To characterize notice of the first class he suggested the term "cognitive notice," applying to the latter the designation "absolute notice."
Specific Performance--Damages--Action At Law By Vendor Of Land For The Full Purchase Price
Specific Performance--Damages--Action At Law By Vendor Of Land For The Full Purchase Price
Michigan Law Review
In an action at law by a vendor of land for breach of contract by the purchaser, the title not having passed, the traditional measure of damages is the difference between the contract price and the value of the land at the time the vendor's conveyance was due. But where a conveyance is not yet due from the vendor a majority of jurisdictions allow recovery of all but the last installment of the purchase money, on the ground that in that case the promise to pay is independent of the vendor's promise to convey. Even where a conveyance is due …
Quasi-Contracts-Joinder Of Misrepresenting Agent In Purchaser's Action Against Principal For Rescission
Michigan Law Review
Plaintiff was induced to purchase stock in defendant corporation through representations as to its previous earning power made by agents of the corporation who were also joined as defendants. Plaintiff sued on a theory of rescission to recover the value of property transferred in exchange for the stock in question. Held, the agents of the corporation were properly joined as defendants. Kaufman v. Jaffee, 244 App. Div. 344,279 N. Y. S. 392 (1935).
Quasi Contracts-Liability Of Landowner For Repairs Furnished Without Request
Quasi Contracts-Liability Of Landowner For Repairs Furnished Without Request
Michigan Law Review
Plaintiff furnished labor and materials for repairs to a farm house owned by defendant. The work was done without the knowledge of defendant at the request of defendant's brother who was occupying the place at the time and who had formerly been the owner. Plaintiff sued to foreclose a materialman's lien, but the lien was disallowed because not filed in time. It was held, nevertheless, that even though plaintiff was unable to prove either a contract with defendant or an agency relationship between defendant and his brother, plaintiff could still recover the reasonable value of the benefits furnished to …
Quasi Contracts-Mistake-Recovery Of Money Paid In Settlement Of Disputed Claim
Quasi Contracts-Mistake-Recovery Of Money Paid In Settlement Of Disputed Claim
Michigan Law Review
Defendant, who had not heard from her husband during seven years of separation, believed that he had lost his life in the sinking of a car ferry owned by the plaintiff, because a man employed by plaintiff on the car ferry was registered on plaintiff's books under a name similar to one which defendant's husband had occasionally used. After defendant started suit against plaintiff for damages, plaintiff, believing that the deceased was the husband of the defendant, paid $4000 to defendant and received a release of all claims. Subsequent investigation, made after inquiry by the real wife of the deceased, …
Contracts - Fraud - Waiver Of Deceit Action By Continued Performance
Contracts - Fraud - Waiver Of Deceit Action By Continued Performance
Michigan Law Review
Legal protection in contracts induced by fraud is subject to the important qualification that continued performance after discovery of the fraud may result in a "waiver" of the damage remedy for deceit. This doctrine, well established in modern law, is not based on any supposed inconsistency between continued performance and damages for deceit. Both continued performance and the deceit remedy are predicated upon the theory of affirmance of the contract, and no election between them is required. Nor is the doctrine of "waiver" of damages in deceit to be confused with the totally different rule that continued acceptance of the …
Contracts - Consideration - Employer's Pension Plan
Contracts - Consideration - Employer's Pension Plan
Michigan Law Review
The defendant corporation established a private pension system "for the purpose of promoting the welfare of the officers and employees" of the institution, and to "encourage long and faithful service." The terms and conditions of the system were distributed to all employees. They provided in substance, that all officers and employees who had attained the age of 65 years and who had served the institution honorably for twenty years would be entitled to a pension the amount of which was to be calculated by past salary and the number of years of service. The plaintiff was retired on a pension …
Landlord And Tenant-Liability Of Lessee For Breach Of Contract- Measure Of Damages
Landlord And Tenant-Liability Of Lessee For Breach Of Contract- Measure Of Damages
Michigan Law Review
Defendant, lessee under a contract providing for payment of rents monthly in advance, moved out before expiration of the term and gave notice of refusal to comply further with the terms of the lease. Plaintiff, lessor, elected to treat the failure to pay the installment then due as a present breach of the contract and sued for damages. Defendant claimed that the contract had become unilateral after plaintiff's performance in conveying the leasehold which would give grounds for an anticipatory breach which defendant claimed was the theory of plaintiff's action. On defendant's demurrer to the complaint, it was held that …
Principal And Agent-Liability Of Principal To Third Persons For Acts Within The Apparent Authority Of The Agent
Michigan Law Review
In the recent case of Diuguid v. Bethel African M. E. Church of Pittsburgh the plaintiff, a painting contractor, had entered into a written agreement with the board of trustees of the defendant, a religious corporation, providing for painting and decorating the interior of the latter's church building. The work was to be supervised by a "house committee" consisting of three members selected from the board of trustees of the church. After completing this work, plaintiff proceeded to make additional improvements in the basement of the church, purporting to act in pursuance of a subsequent oral contract which plaintiff alleged …
Contracts-Misunderstanding-Misrepresentation Of The Contents Of A Written Offer
Contracts-Misunderstanding-Misrepresentation Of The Contents Of A Written Offer
Michigan Law Review
Ordinarily, a man who signs a written contract is bound by its terms in the absence of a misrepresentation of the contents of the writing or mutual mistake, although he may be under a misapprehension in regard to what the writing contains. This is true though the signer cannot read because of illiteracy or blindness. The law, proceeding on an objective theory of mutual assent, holds that it is his duty to read, or, if unable to do so, to get someone else to read for him. But, while unilateral misunderstanding not known to or caused by the other party …
Contracts - Rewards -Apportionment Among Claimants Acting Severally
Contracts - Rewards -Apportionment Among Claimants Acting Severally
Michigan Law Review
When a reward has been offered for the apprehension of a criminal, arrest is frequently effected by the combined efforts of persons acting independently of each other. Action among the captors is necessarily independent when apprehension depends upon the contribution of bits of information in the possession of persons who are scattered over a wide area and who have no acquaintance with each other. Furthermore, in the nature of things information is apt to be scattered because a criminal attempting to cover his escape will leave only a few tell-tale clues along the path of his flight. When arrest has …
Contracts-Assignment-Partial Assignment And Effect Of An Agreement To Refrain From Assigning
Contracts-Assignment-Partial Assignment And Effect Of An Agreement To Refrain From Assigning
Michigan Law Review
The agreement between the defendant, a building contractor, and a sub-contractor provided that the latter would not "sublet any portion of the work of his contract or hypothecate, pledge, or assign any payments thereunder except by and in accordance with the consent of [the] contractor." Nevertheless, after substantial performance, the subcontractor made an assignment to plaintiff of a part of his claim. Responding to a letter from the assignee requesting an acknowledgment thereof and giving notice of the assignment, defendant acknowledged receipt of the letter, and informed plaintiff that the amount of the indebtedness had not yet been settled, nor …