Harold Washington College Madison Square Garden Corp Discussion

BRIEF: Lefkowitz v. Great Minneapolis Surplus Store – Case 10-2
ISSUE: Did the Great Minneapolis Surplus Store advertisement constitute a valid
offer, and if so, did the plaintiff’s actions show an acceptance?
FACTS: On two separate Saturdays following the publication of ads for a store, a
man went to the store and presented himself at the appropriate counter to buy a coat
and stole that were advertised. He indicated his readiness to pay the sale price of $ 1.
On both occasions, the store refused to sell the merchandise to the man, stating on the
first occasion that by a “house rule” the offer was intended for women only and sales
would not be made to men, and on the second visit that the knew the store’s house
rules. Damages were awarded to the man for breach of contract. The case was
appealed to the Supreme Court of Minnesota.
RULE: Advertisements are generally not considered to be offers. However, where the
offer is clear, definite, and explicit, and leaves nothing open for negotiation, it
constitutes an offer, acceptance of which will complete the contract.
CONCLUSION:
The Court determined that the offer by defendant of the sale of the item was clear,
definite, and explicit, and left nothing open for negotiation. The man, having
successfully managed to comply with the terms of the advertisement, and having
offered the stated purchase price of the article, was entitled to performance on the part
of the store. The court here agreed with the trial court’s holding that the conduct of the
parties created sufficient mutuality of obligation to constitute a contract of sale.
CASE
18-4
Chase, J.
Injunctions
MADISON SQUARE GARDEN CORP., ILL. v. CARNERA
United States Court of Appeals, Second Circuit, 1931
52 F.2d 47
Thereafter the defendant, without the permission of
Suit by plaintiff, Madison Square Garden Corporation, the plaintiff, written or otherwise, made a contract to
against Primo Carnera, defendant. From an order granting engage in a boxing contest with the Sharkey mentioned in
paragraph 9 of the agreement above quoted, and by the
terms thereof the contest was to take place before the first
I agents entered into the following agreement contest mentioned in the defendant’s contract with the
an injunction against defendant, defendant appeals.
On January 13, 1931, the plaintiff and defendant by their
duly
in writing:
1. Carnera agrees that he will render services as a
boxer in his next contest (which contest, hereinafter
called the “First Contest,” shall be with the winner
of the proposed Schmeling-Stribling contest, or, if
the same is drawn, shall be with Schmeling, and
shall be deemed to be a contest for the heavyweight
championship title; provided, however, that, in
the event of the inability of the Garden to cause
Schmeling or Stribling, as the case may be, to per-
form the terms of his agreement with the Garden
calling for such contest, the Garden shall be without
further liability to Carnera) exclusively under the
auspices of the Garden, in the United States of
America, or the Dominion of Canada, at such time,
not, however, later than midnight of September 30,
1931, as the Garden
may direct. * * *
9. Carnera shall not, pending the holding of the First
Contest, render services as a boxer in any major
boxing contest, without the written permission of
the Garden in each case had and obtained. A major
contest is understood to be one with Sharkey, Baer,
Campolo, Godfrey, or like grade heavyweights, or
heavyweights who shall have beaten any of the above
subsequent to the date hereof. If in any boxing con-
test engaged in by Carnera prior to the holding of
the First Contest, he shall lose the same, the Garden
shall at its option, to be exercised by a two weeks’
notice to Carnera in writing, be without further
liability under the terms of this agreement to
Carnera. Carnera shall not render services during
the continuance of the option referred to in para-
graph 8 hereof for any person, firm or corporation
other than the Garden. Carnera shall, however, at all
times be permitted to engage in sparring exhibitions
in which no decision is rendered and in which the
heavyweight championship title is not at stake, and
in which Carnera boxes not more than four rounds
with
any one opponent.
***
plaintiff was to be held.
The plaintiff then brought this suit to restrain the defend-
ant from carrying out his contract to box Sharkey, and
obtained the preliminary injunction order, from which this
appeal was taken. Jurisdiction is based on diversity of citizen-
ship and the required amount is involved.
The District Court has found on affidavits which
adequately show it that the defendant’s services are unique
and extraordinary. A negative covenant in a contract for
such personal services is enforceable by injunction where
the damages for a breach are incapable of ascertainment.
[Citations.]
The defendant points to what is claimed to be lack of
consideration for his negative promise, in that the contract
is inequitable and contains no agreement to employ him.
It is true that there is no promise in so many words to
employ the defendant to box in a contest with Stribling or
Schmeling, but the agreement read as a whole binds the
plaintiff to do just that, providing either Stribling or
Schmeling becomes the contestant as the result of the match
between them and can be induced to box the defendant.
The defendant has agreed to “render services as a boxer” for
the plaintiff exclusively, and the plaintiff has agreed to pay
him a definite percentage of the gate receipts as his com-
pensation for so doing. The promise to employ the defend-
ant to enable him to earn the compensation agreed upon is
implied to the same force and effect as though expressly
stated. * * * [Citations.]
As we have seen, the contract is valid and enforceable.
It contains a restrictive covenant which may be given effect.
Whether a preliminary injunction shall be issued under
such circumstances rests in the sound discretion of the
court. [Citations.] The District Court, in its discretion, did
issue the preliminary injunction and required the plaintiff
as a condition upon its issuance to secure its own perform-
ance of the contract in suit with a bond for $25,000 and to
give a bond in the sum of $35,000 to pay the defendant such
damages as he may sustain by reason of the injunction.
Such an order is clearly not an abuse of discretion. Order
affirmed.