By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Kiritsis Law Group 212 922 0005 The "Perfect Tender Rule" is a legal principle that applies in contracts for the sale of goods. It is a key provision under the Uniform Commercial Code (UCC) § 2-601, which provides that a seller must deliver goods that conform perfectly to the terms of the contract. Under the Perfect Tender Rule, if the goods delivered by the seller do not conform perfectly to the terms of the contract, the buyer has the ri…

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Kiritsis Law Group 212 922 0005 The "Parol Evidence Rule" is a legal principle that limits the admissibility of evidence in a court of law. It applies in contract disputes, where parties may try to introduce evidence outside of the written contract, such as oral agreements or other communications. Under the Uniform Commercial Code (UCC) § 2-202, the Parol Evidence Rule applies to contracts for the sale of goods. It provides that a final wr…

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Kiritsis Law Group 212 922 0005 Williams v. Walker-Thomas Furniture Co. is a landmark case in the field of contract law. It was decided by the United States Court of Appeals for the District of Columbia Circuit in 1965, and it established the principle that contracts can be unconscionable and unenforceable if they are unfairly one-sided and oppressive. The case involved the plaintiff, Williams, who purchased furniture from the defendant, W…

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Kiritsis Law Group 212 922 0005 Eastern Air Lines, Inc. v. Gulf Oil Corp. is a landmark case in the field of contract law. It was decided by the United States Court of Appeals for the Second Circuit in 1969, and it established the principle that a party's obligation to perform under a contract may be discharged if the other party's breach of the contract materially impairs the value of the performance. The case involved a contract between th…

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Kiritsis Law Group 212 922 0005 The "Battle of the Forms" refers to a situation that can arise in commercial transactions under the Uniform Commercial Code (UCC) when the terms of the offer and acceptance do not match, and each party's standard form contains conflicting terms. This issue is addressed by UCC § 2-207, which provides a framework for determining the terms of a contract in these situations. Under UCC § 2-207, if both parties ar…

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Kiritsis Law Group 212 922 0005 Frigaliment Importing Co. v. B.N.S. International Sales Corp. is a landmark case in the field of contract law. It was decided by the United States District Court for the Southern District of New York in 1960, and it established the principle that the interpretation of a contract depends on the objective intentions of the parties at the time the contract was formed. The case involved a contract between the pl…

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Kiritsis Law Group 212 922 0005 Jacob & Youngs v. Kent is a landmark case in the field of contract law. It was decided by the New York Court of Appeals in 1921, and it established the principle that substantial performance of a contract can be sufficient to entitle a party to payment, even if the performance does not strictly conform to the terms of the contract. The case involved a contract between the plaintiff, Jacob & Youngs, and the d…

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Kiritsis Law Group 212 922 0005 Peevyhouse v. Garland Coal & Mining Co. is a landmark case in the field of contract law. It was decided by the Supreme Court of Oklahoma in 1962, and it established the principle that damages for breach of a contract to perform improvements to real property should be based on the difference between the value of the property with the improvements and the value of the property without the improvements. The cas…

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Kiritsis Law Group 212 922 0005 LLCs can be sued by their members, employees, or other parties. LLCs can sue other parties. LLCs can enter into contracts, borrow money, and own property. LLCs can have a registered agent who receives legal notices and documents on behalf of the LLC. LLCs can have a single-member, which means that there is only one owner. Single-member LLCs offer the same limited liability protection as multi-member LLCs.…

By John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M Kiritsis Law Group 212 922 0005 Hadley v. Baxendale is a landmark case in the field of contract law. It was decided by the Court of Exchequer in England in 1854, and it established the principle of foreseeability in the context of damages for breach of contract. The case involved the plaintiff, Hadley, who owned and operated a mill. The mill's crankshaft was broken, and Hadley hired the defendant, Baxendale, to transport the broken shaft t…