Contract hypo (from professor) Forum

[downing]

Ks professor gave this hypo was given to my contract's class last week. The professor is planning to return our answers with a checklist on Tuesday. I'll post the answer either on Tuesday or Wednesday. Sorry if there are any grammatical errors or spelling fudges, I typed it straight from the sheet of paper and didn't do a spell check.

Lord Eddard Stark is looking to purchase the House of Arryn. About 3 months ago, Lysa approached Eddard concerning a possible sale of the house and its assets. Lysa, the current owner, who had been recently widowed, told Eddard that she didn’t think she could handle the burdens of runnning a household by herself. Eddard, immediately interested in expanding his estate, told Lysa that he was interested in proceeding with the sales. Lysa told Eddard that she wasn’t positive whether she wanted to proceed but that she was simply beginning to entertain the idea.

About 2 days later, Eddard went to see Lysa at the House of arryn with his attorney and proposed an offer for the sale of the House of Arryn. The offer contained all standard terms in such a real estate contract but also specified that the sale was to close no later than 1 month from the date the contract was made. Eddard also proposed a second contract for the sale of Lysa’s tapestries and silverware. Payment for the home and for the goods was to be made upon the sale of each asset respectively.

Approximately 2 weeks after meeting with Eddard and his attorney, Lysa had her attorney draft a response to each contract. Lysa’s response to the offer to buy the House of Arryn included all the same standard termns found ina real estate contract but stated that the sale was to close no sooner than 4 months from the date the response was sent. Lysa also drafted a response to the second contract, which state that she would also sell the Baratheon tapestries and the silverware and that she would receive payment upon delivery of the goods. In addition, Lysa’s response also stated that she would only proceed with the sales of the Baratheon tapestries and the silverware if Eddard agreed to her terms. Lysa’s attorney sent her response to Eddard.

Knowing that Lysa was vulnerable after her husband’s death, Eddard went about his business assuming that the sale would proceed smoothly. Eddard purchased new furniture, hired servants to staff the House of Arryn in his absence, and began to pack his family’s belongings. At the House of Arryn, Lysa was also preparing for her move but was doing so at a slower pace since she wasn’t expecting to move for several months. Lysa had began to pack her belongings and had instructed the guards to prepare themselves to travel with her to her new home.

When Eddard and his family appeared at Lysa’s doorstep insisting that it was time for Lysa to move according to the contract, Lysa refused saying that her acceptance had specified that she would move no sooner than four months from the date the contract was made. Eddard angrily insisted that since he couldn’t move into the House of Arryn at that point, he would take the assets that he had purchased with him to the House of Stark. Lysa handed Eddard the boxes she had packed with her silverware and the Baratheon tapestries. Eddard angrily insisted that the contract was for all of the House of Arryn’s tapestries and not just the Baratheon tapestries. Lysa insisted that the contract was only for the Baratheon tapestries and the silverware.

Lord Stark has come to you for advice regarding his recent dispute with Lysa Arryn. Eddard wants to know if he can enforce the contract for the sale of the House of Arryn before the four month period has expired and whether he can enforce the sale for either the silverware and tapestries. Please advise Eddard on whether he does have an enforceable contract. If you find there is a contract, explain and advise what terms are to be included in the contract. You may assume that there are no Statute of Frauds issues presented by these facts.

[lawschoolproblems86]

Very cool, thanks for sharing!

[SilverE2]

Bookmarked, thanks! Did your professor give a time or word limit?

[buckilaw]

Thanks a bunch.

[ocplaytime]

Raffles v Wichelhaus anyone?

[downing]

Bookmarked, thanks! Did your professor give a time or word limit?

It was a take home assignment that we had a week to do, but it should actually take from 45 minutes to an hour and a half, maybe a little longer at the most. The page limit was 2 pages, double spaced, times, 12pt font.

[downing]

ANSWER.

note: the answer graded according to how many issues were spotted, and students in the class receive a check-minus, a check, or a check-plus. I don't know how the grader went about differentiating between the grades.


1. Is there a contract for the sale of the House of Arryn?

A. Offer & Acceptance.
- Not by exchange of documents. According to the Mirror Image Rule, a purported acceptance, which changes the terms, is a counter-offer.
B. Did Stark accept the counter-offer?
- Probably not. Although Eddard bought new furniture, hired guards and began packing for his move, his actions did not manifest intent and notify Lysa of his acceptance.

2. Is there a contract under the U.C.C. 2-207 for the tapestries and silverware?

A. This is a transaction of goods under the U.C.C. 2-105.

B. Is there a contract under U.C.C. 2-207(1)?
- No. Lysa's acceptance was expressly made conditional on assent to her different terms included in her response to Eddard's offer.

C. Is there a contract under U.C.C. 2-207(3)?
- Is there conduct by both parties that recognizes the existence of a contract?
1. Eddard packs his home, buys new furniture, and proceeds to the House of Arryn.
2. Lysa begins packing her own personal items and packs the Baratheon tapestries and the silverware for the sale.

D. What are the terms under U.C.C. 2-207(3)?
- The terms "consist of those terms on which the writings of the party agree, together with any supplementary terms" provided by the U.C.C.
1. Closing date.
a. The absence of an agreed upon closing date is not enough to invalidate the contract per §2-204.
b. According to §2-309, the closing date must be reasonable for the circumstances.
2. Payment upon delivery.
a. This term was agreed upon by Lysa and Eddard and is therefore included in the contract.
3. Goods.
a. The silverware and the Baratheon tapestries will be included in the sale. The other tapestries will be included in the sale. The other tapestries were arguably not part of the contract and thus, not included as one of its terms. The forms do not agree on the other tapestries.

EXTRA CREDIT.

3. Is the contract void because it is unconscionable?
a. The court is unlikely to hold that the contract is void because it is unconscionable.
b. Procedural Unconscionability:
1. Although Eddard went to Lysa's home with his attorney knowing that she was (1) not sure sure that she wanted to sell her house/goods, and (2) that she was vulnerable after the death of her husband, the contract was not made at that point in time and both parties were represented by counsel.

4. Is there a Mistake?
a. No. This is similar to Oswald v. Allen and therefore is a case concerning a lack of assent. There was no mistake as to the character of the item being exchange but instead, a difference about what the agreement was.