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Equity Contracts – Prof. Merges March 29, 2011.

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Presentation on theme: "Equity Contracts – Prof. Merges March 29, 2011."— Presentation transcript:

1 Equity Contracts – Prof. Merges March 29, 2011

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5 Bent's Camp Resort, Restaurant and Bar 6882 Helen Creek Road, Land O' Lakes, WI (715) Address: Year Round Rentals on Mamie Lake of the famous Cisco Chain of Lakes

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8 "Attractions of the beautiful northwoods are to be found at Bent's Camp. Woods and water, glorious sunshine and deep shadow gives rest to those seeking relief, brings health to the worn out, and affords a region of delight to the outer and nature lover." Charles A Bent

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10 Review: Equity Jurisdiction – Specific Performance What is the difference between “legal” and “equitable” proceedings? What determines which “side” of the ledger you are on?

11 Forms of Action: Writs

12 MacKinnon v. Benedict Facts Procedural History

13 MacKinnon What was the deal? What were the motives of the parties in making it?

14 MacKinnon Why did Mr. MacKinnon seek SP? What would damages in an action at law have been?

15 MacKinnon Why did Mr. MacKinnon seek SP? What would damages in an action at law have been?  p. 456 n.1

16 Would MacKinnon have been satisfied with $50,000 as compensation for the trailer and tent park?

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18 Opinion Restrictions on land use are “disfavored” – why?

19 Opinion Restrictions on land use are “disfavored” – why? –Encumbrances on land “gum up” the market; create uncertainty... –Common law origins: unique place and value of land in medieval/Tudor British society...

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21 Sufficiency/adequacy of consideration Why relevant? Is it always relevant? Why not?

22 Consideration Analysis What was the ¢ for the Benedicts’ agreement? What was the ¢ for MacKinnon’s agreement?

23 BenedictsMacKinnon P. 455: “The only monetary consideration was the granting of a $5000 loan for seven months, interest free...”

24 Other factors Difference in situation and experience of parties Benedicts’ “great need”

25 Do you agree it was a one-sided deal? Why or why not?

26 Do you agree it was a one-sided deal? Why or why not? –MacKinnon couldn’t see camp: only relevant issue? –Risk issue: not discussed...

27 What is the holding?

28 “We find that the inadequacy of consideration is so gross as to be unconscionable and a bar to the plaintiff’s invocation of the extraordinary equitable powers of the court.” -- P. 456

29 Tuckwiller v. Tuckwiller Facts Procedural History

30 Tuckwiller When was K executed? When did Mrs. Tuckwiller die? What was the deal between Ruby and Metta?

31 Opinion What perspective does the court take on the contract?

32 Opinion What perspective does the court take on the contract? “Prospective... Not retrospective” – p

33 Prospective view Fair or not?

34 Prospective view Fair or not? How would this have applied in the MacKinnon case?

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37 Black Indus. v. Bush Facts Procedural History

38 Black Industries (Gepfert) G.F. Bush Assoc. Machine parts Hoover Co. U.S. Govt. Finished products – war effort

39 Black Industries (Gepfert) G.F. Bush Assoc. Machine parts Hoover Co. U.S. Govt. Finished products – war effort “Pass through” provisions

40 Pass-through provisions Why did Black not want Bush to see payments from Hoover/Gov’t? Why did Black want Hoover/Gov’t to think it was doing business directly with Bush?

41 Illegality/Public policy 3 categories of unenforceable K’s, p. 461

42 Illegality/Public policy 3 categories of unenforceable K’s, p K to induce public official (bribe) 2.K to do an illegal act 3.K to collude on price fixing

43 Extent of “markups” or “margins” Relevant? Should they be?

44 Downside of invalidating K “Impose price regulatory function on court”? P. 461: “Good faith K’s of the US should not be lightly invalidated”  Why not?


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