120 Of 174 documents

Corbin on Contracts

Copyright 2007, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

PART I FORMATION OF CONTRACTS

TOPIC A OFFER AND ACCEPTANCE

Supp. To CHAPTER 3 ACCEPTANCE AND REJECTION OF OFFER

1-3 Corbin on Contracts Supp. to § 3.1

Supp. to § 3.1 Two Parties Necessary for a Contract, a Promisor and a Promisee

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(A) The following case is noteworthy:

(1) Maranatha Assocs. v. Titan Group Inc., 202 A.D.2d 846, 609 N.Y.S.2d 368 (3d Dep't 1994) . Hanover merged into Titan, forming Hanover Companies Incorporated (''HCI''). Because Titan's assets had been pledged to Safeco to secure loans made by Safeco to Titan prior to the merger, the merger agreement provided that those assets were to be segregated in ''a separate and autonomous division of the Corporation'' under the exclusive management and control of, Frankel, the former CEO of Hanover, for the benefit of HCI and Safeco. In a separate ''employment agreement,'' Frankel was granted authority to act on behalf of and bind HCI with regard to the business and affairs of Frankel's unincorporated division.

A third-party defendant brought a motion to dismiss a third-party complaint brought by Frankel's division, on the ground that the division, having no legal existence independent of HCI, cannot enter into contracts or bring legal action. The trial court denied the motion and the Appellate Division, Third Department, affirmed, holding that in a case where there is shown to be an appropriate delegation of authority, an unincorporated division of a corporation can sue on behalf of the jural entity of the corporation of which it is a part.

(B) The following case cites this section:

(1) In Re: Nancy Garay, 2006 Bankr. LEXIS 3372 (W.D. Tx. 2006) . The debtor received her discharge in bankruptcy on October 30, 2006. On November 14, 2006, the debtor filed a reaffirmation agreement made with creditor, Aaron Rents, Inc. The reaffirmation agreement was submitted by the debtor to the creditor on August 7, 2006, but it was not signed by the creditor until November 7, 2006. Under 11 U.S.C. § 524(c)(1), ''a reaffirmation agreement is enforceable only if, inter alia, 'such agreement was made before the granting of the discharge ... .' '' An agreement was not entered until it was signed by the creditor. The debtor's signature on the document constituted an offer which was not accepted until the document was signed by the creditor. Citing Corbin, the court noted that there cannot be an agreement unless there is both an offer and acceptance. Based on the facts, there was no ''agreement'' made before the granting of the debtor's discharge on October 30, 2006. Therefore, the reaffirmation agreement was not enforceable. This case is also cited at § 3.2.

121 Of 174 documents

Corbin on Contracts

Copyright 2007, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

PART I FORMATION OF CONTRACTS

TOPIC A OFFER AND ACCEPTANCE

Supp. To CHAPTER 3 ACCEPTANCE AND REJECTION OF OFFER

1-3 Corbin on Contracts Supp. to § 3.2

Supp. to § 3.2 In a Bargaining Transaction, Only the Offeree Has Power to Accept

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(A) The following case cites this section:

(1) In Re: Nancy Garay, 2006 Bankr. LEXIS 3372 (W.D. Tx. 2006) . This case which is discussed in § 3.1 also cites this section.

Supplement to Notes in Main Volume

1. Nev.- J. Christopher Stuhmer v. Centaur Sculpture Galleries, Ltd., Inc., 110 Nev. 270, 871 P.2d 327 (1994) . Stuhmer undertook to construct a retail art gallery in San Diego, California. The contract did not say whether the gallery owner was a Nevada corporation or its California cousin, two corporations with the same name, though Stuhmer had built a gallery in Las Vegas for Centaur-Nevada prior to the San Diego deal. Centaur-California closed the San Diego gallery, and was apparently without assets. Stuhmer sued Centaur-Nevada for the balance due on the construction contract, and Centaur-Nevada defended on the ground that Stuhmer's contract was with Centaur-California. The trial court agreed, finding that the term ''owner'' in the contract referred to the tenant in the lease of the premises in San Diego, which was Centaur-California and that all payments to Stuhmer were made from a separate bank account maintained by Centaur-California. The Supreme Court of Nevada reversed. The contract listed Centaur-Nevada's address in Las Vegas as the address of the owner. Stuhmer thought he was contracting with Centaur-Nevada, never saw the checks from Centaur-California's account, and never hear of Centaur-California until commencement of the litigation.