UHRHAHH v Hopkins Uhrhahn Construction was hired by Lamar Hopkins (Hopkins) and his wife Joan for several

projects in the building of their home. Each project was based on a cost estimate and specifications. Each of the proposals accepted by Hopkins said that any changes in the signed contracts would be done only upon written orders. When work was in progress, Hopkins made several requests for changes. There was no written record of these changes, but the work was performed and paid for by Hopkins. A dispute arose from Hopkinss request that Uhrhahn use Durisol blocks rather than cinder blocks in some construction. The original proposal specified cinder blocks, but Hopkins told Uhrhahn that the change should be made because Durisol was easier to install than traditional cinder block and would take half the time. Hopkins said the total cost would be the same. Uhrhahn orally agreed to the change, but discovered that Durisol blocks were more complicated to use than cinder blocks and demanded extra payment. Hopkins refused to pay, claiming the cost should be the same. Uhrhahn sued. The trial court held for Uhrhahn, finding that the Durisol blocks were more costly to install. The homeowners appealed. REMEDY.The Utah appeals court affirmed the decision of the trial court, finding that there was a valid contract between the parties and that both parties had agreed to oral changes in the contract. The changes created an implied-in-fact contract by which the parties agreed to provide extra work in exchange for extra compensation. Lucy v, Zehmer plaintiffs, filed a suit against A. H. Zehmer and Ida Zehmer, the defendants, to compel the Zehmers to transfer title of their property, known as the Ferguson Farm, to the Lucys for $50,000, as the Zehmers had allegedly agreed to do. Lucy had known Zehmer for fifteen or twenty years and for the last eight years or so had been anxious to buy the Ferguson Farm from Zehmer. One night, Lucy stopped in to visit the Zehmers in the combination restaurant, filling station, and motor court they operated. While there, Lucy tried to buy the Ferguson Farm once again. This time he tried a new approach. According to the trial court transcript, Lucy said to Zehmer,I bet you wouldnt take $50,000 for that place. Zehmer replied, Yes, I would too; you wouldnt give fifty. Throughout the evening, the conversation returned to the sale of the Ferguson Farm for $50,000. At the same time, the parties continued to drink whiskey and engage in light conversation. Eventually, Lucy enticed Zehmer to write up an agreement to the effect that Zehmer would sell to Lucy the Ferguson Farm for $50,000. Later, Lucy sued Zehmer to compel him to go through with the sale. Zehmer argued that he had been drunk and that the offer had been made in jest and hence was unenforceable. The trial court agreed with Zehmer, and Lucy appealed. REMEDY The Supreme Court of Virginia determined that the writing was an enforceable contract and reversed the ruling of the lower court. The Zehmers were required by court order to follow through with the sale of the Ferguson Farm to the Lucys. Basis Tech Corp v. Amazon.com Basis Technology created software and provided technical services for Amazons Japanese language Web site. The agreement between the two companies allowed for separately negotiated contracts for additional services that Basis might provide Amazon. At the end of 1999, Basis and Amazon entered into stock-purchase agreements. Later, Amazon objected to certain actions related to the securities that Basis sold. Basis sued Amazon for various claims involving these securities and for nonpayment for services performed by Basis that were not included in the original agreement. During the trial, the two parties appeared to reach an agreement to settle out of court via a series of e-mail exchanges outlining the settlement. When Amazon reneged, Basis served a motion to enforce the proposed settlement. The trial judge entered judgment against Amazon, which appealed. REMEDY: The Appeals Court of Massachusetts affirmed the trial courts finding that Amazon intended to be bound by the terms of the March 23 e-mail. That e-mail constituted a complete and unambiguous statement of the parties desire to be bound by the settlement terms. In Hamer v. Sidway,a the issue before the court arose from a contract created in 1869 between William Story, Sr., and his nephew, William Story II. The uncle promised his nephew that if the nephew refrained from drinking alcohol, using tobacco, and playing billiards and cards for money until he reached the age of twentyone, the uncle would pay him $5,000 (about $75,000 in todays dollars). The nephew, who indulged occasionally in all of these vices, agreed to refrain from them and did so for the next six years. (In 1869, it was legal for a teenager to gamble and to use alcohol and tobacco.) Following his twenty-first birthday in 1875, the nephew wrote to his uncle that he had performed his part of the bargain and was thus entitled to the promised $5,000. A few days later, the uncle wrote the nephew a letter stating, [Y]ou shall have the five thousand dollars, as I promised you. The uncle said that the money was in the bank and that the nephew could consider this money on interest.

The Issue of Consideration

The nephew left the money in the care of his uncle, who held it for the next twelve years. When the uncle died in 1887, however, the executor of the uncles estate refused to pay the $5,000 claim brought by Hamer, a third party to whom the promise had been assigned. (The law allows parties to assign, or transfer, rights in contracts to third parties; assignments will be discussed further later in this chapter.) The executor, Sidway, contended that the contract was invalid because there was insufficient consideration to support it. The uncle had received nothing, and the nephew had actually benefited by fulfilling the uncles wishes. Therefore, no contract existed.

The Courts Conclusion

Although a lower court upheld Sidways position, the New York Court of Appeals reversed and ruled in favor of the plaintiff, Hamer. The promisee used tobacco, occasionally drank liquor, and he had a legal right to do so, the court stated. That right he abandoned for a period of years upon the strength of the promise of the testator [one who makes a will] that for such forbearance he would give him $5,000. We need not speculate on the effort which may have been required to give up the use of those stimulants. It is sufficient that he restricted his lawful freedom of action within certain prescribed limits upon the faith of his uncles agreement. Stulz v Safety and Compliance Management INC. Safety and Compliance Management, Inc. (S & C), in Rossville, Georgia, provides alcoholand drug-testing services in multiple states. In February 2002, S & C hired Angela Burgess. Her job duties included providing customer service, ensuring that specimens were properly retrieved from clients and transported to the testing lab, contacting clients, and managing the office. Burgess signed a covenant not to compete in any area of business conducted by Safety and Compliance Management . . . for a two-year period . . . beginning at the termination of employment. In May 2004, Burgess quit her job to work at Rossville Medical Center (RMC) as a medical assistant. RMC provides medical services, including occupational medicine, medical physicals, and workers compensation injury treatment. RMC also offers alcoholand drug-testing services. Burgesss duties included setting patient appointments, taking patient medical histories, checking vital signs, performing urinalysis testing, administering injections, conducting alcohol breath tests, and collecting specimens fordrug testing. S & C filed a suit in a Georgia state court against Burgess and others (including a defendant named Stultz), alleging, among other things, that she had violated the noncompete agreement. The court issued a summary judgment in S & Cs favor. Burgess appealed to a state intermediate appellate court. REMEDY: The Court of Appeals of Georgia reversed the judgment of the lower court. The state intermediate appellate court concluded that the covenant notto compete that Burgess signed is unreasonable as to the scope of the activityprohibited because it is overly broad and indefinite. Thus, the covenant was not enforceable.