Contracts Commons^™

Conflict Of Laws - Contracts - Enforcement Of Foreign Contract Though Contrary To State, William G. Cloon, Jr. S.Ed.

Michigan Law Review

Plaintiff, a citizen of Texas, obtained from the defendant an insurance policy which was written and delivered in Texas. The defendant agreed to pay for any damages to plaintiff's truck caused by fire, but stipulated that any dispute over the amount of the loss should he determined by arbitration proceedings in accordance with the terms of the contract. The truck was damaged by fire in Arkansas and a dispute arose over the amount of the loss. Plaintiff refused to submit the question to arbitration and brought this suit in the Federal District Court for Arkansas. Defendant argued that the action …

Labor Law - Lmra - Stock Purchase Plan As Subject Of Compulsory Collective Bargaining, Edward W. Powers

Michigan Law Review

An employer unilaterally instituted a stock purchase plan, membership in which was voluntary and open to regular employees who had at least one year of service and were at least thirty years of age. Members, through authorized payroll deductions, were to contribute monthly not less than five dollars but not more than five percent of their earnings. The employer contributed monthly an amount equal to fifty percent of each member contribution and annually an amount dependent upon the ratio of profits to invested capital, up to a combined total of seventy-five percent of the members' contributions. Member contributions were kept …

Labor Law - Collective Bargaining- Compulsory Retirement As Discharge "Without Cause" Under Collective Bargaining Agreement, Douglas Peck S.Ed.

Michigan Law Review

Plaintiff-employee was informed by the defendant, his employer, that his employment would be terminated because he had attained the age of sixty-five and it was the policy of the defendant to retire such employees. There was evidence indicating that this policy had been in practice uniformly for several years, but it was not incorporated in the collective bargaining agreement between defendant and plaintiff's union. Plaintiff sued for damages for violation of his rights under the collective agreement. Held, judgment for plaintiff. The legal and practical effect of compulsory retirement is the same as a discharge, and plaintiff's employment was …

Partnerships - Valuation Of Assets On Death Of A Partner, John F. Dodge, Jr. S.Ed.

Michigan Law Review

There are three phases to the problem of arriving at a final dollar and cents valuation of a deceased partner's share in a partnership. In their proper chronological order they are: a determination of what the partnership assets are, a valuation of those assets once determined, and a division of the remainder (after liabilities have been subtracted) into the proper proportions according to the partnership agreement. Only the second phase is within the scope of this comment, the purpose of which is to examine various asset valuation methods both with respect to, and in the absence of, a valuation established …

Sales - Conditional Sales - Punitive Damages For Forcible Repossession Of Chattel, William G. Cloon, Jr. S.Ed.

Michigan Law Review

Plaintiff purchased a truck under a conditional sales contract which was assigned to the defendant finance company. He drove the truck to the place of business of the defendant to adjust differences between the two parties, but when he attempted to leave after no agreement had been reached, he discovered that the keys had been removed from the truck. When informed that the truck had been repossessed, the plaintiff produced another set of keys but was unable to leave with the truck. The testimony of the plaintiff that an agent of the defendant seized his hand to prevent the unlocking …

Wills - Revocation By Change In Circumstances - Effect Of A Separation And Property Settlement Agreement, Paul R. Haerle

Michigan Law Review

Testator's will, executed in 1944, named his wife executrix and sole devisee. One month before his death in 1952 he entered into a detailed separation and property settlement agreement with her in which, though not referring directly to the will, the wife released any present, future or after-acquired interest in the same realty as was devised in the will. The widow's offering of the will for probate was contested by the heirs. The lower court directed a verdict for the contestants on the ground that the agreement operated to revoke the will. On appeal, held, reversed. Since neither a …

Administrative Discretion In The Award Of Federal Contracts, Arthur S. Miller

Michigan Law Review

For our present purposes, the point to be seen is that while this article is inquiring into the question of choice of contractor, the government is largely in control of the other chief attribute of traditional liberty of contract: the terms and conditions of the contract itself. We may thus summarize a first conclusion in the inquiry under consideration in this manner: the government is under no restraint as to many of the terms and conditions of its contracts and may impose those conditions it deems necessary. These are imposed as a result of a statute (an example of …

Labor Law - Right To Unemployment Compensation As Affected By Union-Management Retirement Agreement, Lawrence N. Ravick S.Ed.

Michigan Law Review

Under what circumstances has an employee "voluntarily" left work so as to disqualify him from receiving benefits under an unemployment compensation act? This general question has troubled the courts for a considerable time and has presented itself in a variety of fact situations, e.g., leaving work because of labor disputes and for personal reasons. The courts' interpretation of the meaning of "voluntarily" has generally been influenced by numerous considerations such as the policy behind unemployment compensation, the specific terminology of the statute involved, and the procedure for financing the plans. The specific problem with which this comment deals is summarized …

Labor Law - Labor-Management Relations Act - Effect Of Section 8(D) On The Right To Strike, Lawrence W. Sperling

Michigan Law Review

A union gave notice of its desire to modify the existing collective bargaining agreement sixty days before the date when, according to the terms of the contract, modification would be allowed. Eight months later, but prior to the termination date of the contract, the union called a strike. After several weeks the employees returned to work but the employer refused to reinstate them on the ground that they had struck before the expiration date of the contract in contravention of section 8(d) of the amended National Labor Relations Act and had thereby lost their employees status. On petition to the …

Quasi-Contract - Materialman's Lien For Unrequested Expenditures In The Preservation Of Another's Property, William R. Jentes

Michigan Law Review

Plaintiffs were employed to make improvements on defendant's building. While the work was in progress the roof was partially destroyed by £ire through no fault of plaintiffs. Necessary repairs were made without the express consent of the defendant, who was in Europe and who had left no one in charge of the building to act for him. The trial court entered judgment foreclosing a materialman's lien given by statute to "any person who shall, under oral or written contract with the owner of any tract or piece of land, perform labor or furnish material for the . . . repair …

Legal Effect Of Contracts To Devise Or Bequeath Prior To The Death Of The Promisor: Ii, Bertel M. Sparks

Michigan Law Review

After there has been a contract to make a will it is often said that the promisor is a trustee of the property for the use of the promisee. This statement is usually offered as a reason for or an explanation of the relief granted in a particular case, without any indication as to how such a premise was arrived at and without any consideration of other possible results that might How from the designation of the relationship as a trust.

Future Interests - Effect Of Change Of Conditions On Rights Of Entry And Possibilities Of Reverter Created To Control The Use Of Land, Rinaldo L. Bianchi

Michigan Law Review

It is the purpose of this comment to examine the skills which courts have developed to avoid inequitable results which might arise from forfeiture of estates, and, further, to attempt to demonstrate that judicial opinion may be in a transitional stage, tending to incorporate into law the equitable doctrine of change of conditions in disposing of cases involving rights of entry and possibilities of reverter.

Banks And Banking - Validity Of Exculpatory Clauses In Stop-Payment Orders, Lawrence N. Ravick S.Ed.

Michigan Law Review

Plaintiff, a depositor in defendant commercial bank, in seeking to stop payment of his check, executed and left with the bank a printed form supplied by the bank, entitled ''Request to Stop Payment of Check." Among the terms of the paper was a provision which constituted a release of the bank from all liability should it pay the check through "inadvertence, accident or oversight." The bank subsequently honored the check and charged its amount against the plaintiff's account. Plaintiff demanded that the defendant refund this amount, but the defendant refused to do so. Plaintiff thereupon brought an action against the …

Legal Effect Of Contracts To Devise Or Bequeath Prior To The Death Of The Promisor: I, Bertel M. Sparks

Michigan Law Review

Questions involving the rights, duties, powers, privileges, and immunities of parties to contracts to devise or bequeath are frequently raised prior to the death of the party promising to make the devise or bequest. In essence the problem is one of analyzing the legal relationships existing prior to the date set for performance. An analysis of these relationships is undertaken in this article. Vital questions concerning the formation of such contracts and their enforcement after the promisor's death are considered only when they appear essential to the development of the main theme which concerns the contract's effect prior to the …

Contracts - Usury - Dual Contracts Designed To Evade Usury Prohibitions, Richard W. Young S.Ed.

Michigan Law Review

Plaintiff applied to the defendant finance company for a loan of $100. The lender agreed to advance this amount and accordingly required the plaintiff to execute a note in the sum of $114.04 payable in one year and secured by a chattel mortgage on an automobile, but insisted in addition that plaintiff purchase an investment certificate in the amount of the note, issued by the defendant company and bearing percent interest, which certificate was to be paid for in twelve monthly instalments. Contending that the interest thus exacted was usurious, the plaintiff brought suit for cancellation of the note and …

Corporations - Securities Regulation - Investment Contracts Under Securities Act Of 1933, James W. Beatty S.Ed.

Michigan Law Review

Plaintiffs purchased tracts of twenty acres, part of a larger tract owned by the defendant, for the purpose of developing the tracts into small citrus groves. Plaintiffs also executed with defendant a care and management contract, whereby plaintiff was to give directions as to the marketing of the crops on the tract; the defendant management company was to follow these directions but would still supervise harvesting and marketing and would receive its compensation therefor. Plaintiff brought an action under the Securities Act of 1933 to impose civil liability for fraudulent misrepresentations and material omissions concerning the value of the land. …

Future Interests - Rule Against Perpetuities - Applicability Of The Rule To An Option To Purchase Incident To A Lease, Donald M. Wilkinson, Jr. S.Ed.

Michigan Law Review

Plaintiffs' testator ''leased" certain land to the defendants' assignor for a period of twenty-eight years, the latter contracting to pay $1,200 annually and to pay all taxes and assessments against the land during that period. The instrument also contained a clause whereby plaintiffs' testator contracted to convey in fee to defendants' assignor at the expiration of the twenty-eight year period, upon the latter's making a payment of one dollar. During the twenty-eight year period considerable improvements were made on the land. At the expiration of the period plaintiffs sought a declaration of rights and obligations of the parties under the …

Insurance - Recovery - Rights Of Mortgagee Under Mortgagor's Insurance, Robert B. Fiske, Jr. S.Ed.

Michigan Law Review

Defendant issued a policy of fire insurance on an automobile plaintiff had purchased with money borrowed from one Hansen, to whom a note and a chattel mortgage were given as security for the debt. A week after the policy was issued naming plaintiff as the insured, defendant executed an amendment to the policy in the form of an endorsement reading, "Less if any ... shall be paid to the insured and Charles H. Hansen as their interests may appear." The policy provided that it should not apply while the car was subject to any mortgage or other encumbrance not specifically …

Jacobs: Law Writers And The Courts, Richard. A. Edwards

Michigan Law Review

A Review of Law Writers and the Courts. By Clyde E. Jacobs

Taxation - Federal Income Tax - Deferred Compensation As Affected By Constructive Receipt Doctrine, David D. Dowd, Jr. S.Ed.

Michigan Law Review

Prior to his retirement as a general agent of a life insurance company, the petitioner entered into a new contract with the company by which he was to receive upon retirement fixed monthly instalments for fifteen years in lieu of his original contract rights to receive renewal premium commissions as they were paid into the company. Petitioner, as a cash basis taxpayer, reported as income only the instalments received. The Commissioner assessed deficiencies in the reports, contending that petitioner's taxable income consisted of all renewal commissions received by the company during the taxable year, rather than the instalment payments. Rejecting …

Labor Law--Labor-Management Relations Act--Disparagement Of Employer's Product As Protected Concerted Activity, George B. Berridge S.Ed.

Michigan Law Review

When contract negotiations between an employer, a Charlotte, North Carolina TV station, and a local union representing the station's technicians reached an impasse, the technicians remained on the job but circulated handbills attacking the inferior quality of the employer's programs. These handbills, which were distributed throughout Charlotte as well as on a picket line which the technicians maintained during their off-duty hours, were signed simply "WBT Technicians" and made no reference to the labor dispute. The company discharged the technicians, whereupon the union filed a complaint with the National Labor Relations Board charging a violation of sections 8(a)(1) and 8(a)(3) …

Restitution - Reliance Losses In Contract Within Statute Of Frauds, John E. Riecker S.Ed.

Michigan Law Review

Plaintiff, the owner of a seasonal night club, orally agreed to lease the premises for three years to the defendant. The plaintiff had a written lease prepared but it was not executed. Negotiations by letters and telegrams between the parties proved that the document was not a definite integration of their agreement sufficient to satisfy the statute of frauds governing leases of land for periods longer than one year. During this interval of negotiation, plaintiff at defendant's express request had procured a liquor license for the following year at the night club, hired a watchman, retained counsel to draw the …

The Seaman As Ward Of The Admiralty, Martin J. Norris

Michigan Law Review

The seaman has a peculiar status in American law. He is in most instances a mature individual, sui juris, and therefore capable of entering into his own contracts but nonetheless his contractual dealings with shipmasters and owners are as carefully watched by our admiralty courts as though he were a minor or a young heir. He is in contemplation of the maritime law a ward of the admiralty courts.

The seaman's position in a legal and economic sense is unique. Singled out by the Congress of the United States as one of a class of workers requiring special consideration …

Agency - Apparent Authority Of Sales Agent, William D. Keeler

Michigan Law Review

Defendant's agent, a consignee of automobiles for sale, received from plaintiff a used truck, and agreed to apply the proceeds from the sale of the truck to the purchase price of a new automobile, to be sold and delivered to plaintiff when available. Defendant's agent sold the truck and absconded with the proceeds from such sale. Plaintiff sued for the value of the truck, and the lower court rendered judgment in his favor. On appeal, held, affirmed. The acts of the agent bound the defendant, although the agency contract gave only express authority to sell new automobiles. Correa v. …

Contracts - Consideration - Effect Of Option To Withdraw Government Surplus Property From Sale, Arthur M. Wisehart S.Ed.

Michigan Law Review

The Office of Surplus Property accepted defendant's bid for a quantity of sodium carbonate. Submitted on the appropriate government form, the bid was subject to a condition which gave the government " . . . the right to withdraw from sale any property prior to the removal thereof without incurring any liability except to refund to the purchaser any amount paid with respect to the said property." Although the sodium carbonate had not been withdrawn from sale, the defendant refused to perform his promise to buy it. The government brought an action for damages, and the defense was that no …

Mortgages - Redemption - Right Of Mortgagee To Require Partial Redemption, James S. Taylor S.Ed.

Michigan Law Review

The mortgagor of the premises in question died leaving as his heirs-at-law the plaintiff and eight other children. Shortly thereafter, the mortgagee commenced proceedings to foreclose the mortgage under a power of sale. Pending these proceedings the plaintiff entered the military service of the United States and thus became entitled under the Soldiers and Sailors Civil Relief Act of 1940 to protection against the exercise of the power of sale. The mortgagee purchased at the foreclosure sale and thereafter made extensive improvements on the land. Plaintiff brought a bill to redeem the premises, tendering the entire amount of the mortgage …

Wills - Enforcement Of Parol Contract To Devise Real Property, John S. Slavens S.Ed.

Michigan Law Review

Plaintiffs and decedent made an oral agreement whereby plaintiffs agreed to pay decedent a yearly sum and to make repairs on certain real estate in return for which decedent agreed to devise the real estate to plaintiffs. Plaintiffs had been in possession of the property for several years and had vastly improved its value when decedent died, devising the property to third parties. Plaintiffs brought this action for specific performance against the devisees. The trial court, satisfied that the oral contract had been established, entered the decree for specific performance. On appeal, held, affirmed. A person can make a …

Admiralty - Right To Jury Trial In Certain Cases On Great Lakes - Maintenance And Cure Not Contract Or Tort Matter, Richard B. Barnett S.Ed..

Michigan Law Review

Libelant brought an action for maintenance and cure on the admiralty side of a federal district court in Illinois. He requested a jury trial, relying on the Act of February 20, 1845, which provides that in certain admiralty and maritime cases arising on the Great Lakes relating to any matter of contract or tort, trial shall be by jury on the demand of either party. The trial court heard the case without a jury and dismissed the libel on the merits. The court of appeals held, on appeal, that maintenance and cure was a matter of ancient and established …

Negligence - Proving Inviter's Breach Of Duty By Circumstantial Evidence, Charles E. Oldfather S.Ed.

Michigan Law Review

Plaintiff brought a negligence action for personal injuries suffered when she slipped on a spot of grease in the driveway of defendant's railroad station. The evidence showed that the spot was at least one foot square and was covered with dust and dirt so that it resembled in color and texture the rest of the pavement. The evidence also indicated that vehicles often drove through and parked in the drive, and that there were no marks on the spot other than a deep skid mark left by plaintiff's heel. The trial court allowed the jury to determine from this evidence …

Taxation - Federal Income Tax - Consequences To Seller And Buyer Of Covenant Not To Compete, Richard B. Barnett S.Ed.

Michigan Law Review

The owners of the entire capital stock of a newspaper business received an offer of $1,000,000 for their stock and a covenant not to compete with buyers for ten years. After the offer was accepted and the contract of sale drawn up, buyer asked for a clause in the contract evaluating the covenant not to compete at $50 a share and the stock at $150 a share in order to help him taxwise. The clause was accepted with little discussion. The sellers reported the entire proceeds of the sale on their income tax returns as long term capital gain, but …