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Normile v. Miller, 326 S.E.2d 11 (1985)

Case Name: Normile v Miller
Plaintiffs: Normile and Kurniawan
Defendant: Hazel Miller
Citation: 313 N.C. 98, 326 S.E.2d 11 (1985)


Key Facts:

Defendant listed real estate for sale with a local realtor. On the same day, a real estate broker, Richard Byer, showed the property to the plaintiffs who were prospective purchasers. Byer helped plaintiffs prepare a written offer to purchase the property. The offer was countered with various terms of the original offer amended. The plaintiff did not immediately accept or reject the offer and did not like all of the terms described in the counteroffer. Byer testified that Normile did not have $500 for earnest money deposit, which was one of the requirements of the defendant’s counteroffer, and thought that the plaintiff had rejected the counteroffer. The following day, plaintiff Segal signed an offer to purchase with terms very similar to those contained in defendant’s counteroffer to plaintiff Normile and Kurniawan. This offer was accepted by defendant (through the same agent), without any changes. Later that same day, the defendant revoked her counteroffer to plaintiff as the agent commented, “You snooze, you lose; the property has been sold.” Prior to the end of that same day, plaintiffs Normile and Kurniawan initialed the offer to purchase form containing defendant’s counteroffer and delivered the form to the defendant’s realtor, along with the earnest money deposit of $500.

Procedural History:
Plantiffs Normile and Kurniawan appealed to the Court of Appeals after the trial court denied their motion for summary judgment. The Court of Appeals unanimously affirmed the trial court and plaintiffs appealed to the Supreme Court of North Carolina.

Separate actions were filed by plaintiff-appellants and appellee seeking specific performance. Plaintiff Segal (the third party purchaser) was granted a motion for consolidation of trials. Plaintiff Segal was awarded summary judgment by the trial court and the defendant was ordered to perform the contract to convey the property to Segal.

Issue:
If a seller rejects a prospective purchaser’s offer to purchase but makes a counteroffer that is not accepted by the prospective purchaser, does the prospective purchaser have the power to accept after he receives notice that the counteroffer has been revoked?

Holding:
No, the prospective purchaser does not have the power to accept a counteroffer after he receives notice that the counteroffer has been revoked.

Reasoning:

There was no “meeting of the minds” between plaintiff-appellants and defendant since the parties failed to assent to the same thing in the same sense. The defendant’s counteroffer did not manifest any intent to accept the terms of the original offer, unless and until the original offeror accepted the terms of the defendant’s counteroffer.  A “qualified acceptance” constitutes a counter-offer and has the same effect as a rejection.

Nowhere in the counteroffer is there language to the effect that Defendant Miller “agrees to sell to the purchasers” if they accept by a certain date (no option contract). Also, the time-for-acceptance provision from the plaintiff-appellants’ original offer did not become part of the terms of the counter-offer. Therefore, the court concluded that the defendant made no promise or agreement to hold her offer open and was able to accept the third party’s offer.

 

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Lonergan v Scolnick, 276 P.2d 8 (1954)

Case Name: Lonergan v Scolnick
Plaintiff: Lonergan
Defendant: Scolnick
Citation: California District Court of Appeal; 129 Cal. App. 2d 179, 276 P.2d 8 (1954)


Key Facts: Correspondence was sent and received between the plaintiff and defendant regarding a property that defendant was selling and plaintiff was interested in purchasing. Plaintiff wrote to the defendant what of his “rock bottom price of $2,500 cash” and where the property could be found while stating that “This is a form letter.” Defendant expressed interest in the property and recommended the use of an escrow agent. Plaintiff wrote that the escrow agent would be “O.K.” but that the plaintiff would have to decide fast because he anticipated selling the property with the next week or so. The defendant sold the property to a third party for $2,500 five days before the plaintiff opened an escrow account.

Procedural History: It was found that the plaintiff and defendant did not enter into a contract and that the defendant is entitled to judgment against the plaintiff. The trial court held that the plaintiff could not recover because he did not make a timely acceptance, not because the defendant didn’t make an offer. The plaintiff appealed to the higher court.

Issue: Does written communication between a buyer and a seller of final price, description of the property, and logistics of payment constitute an offer?

Holding: The lower court’s judgment was affirmed.

Reasoning: There can be no contract unless the minds of the parties have met and mutually agreed upon some specific thing. Based on the correspondence, the court found it evident that the negotiations between the defendant and the plaintiff were purely preliminary and that no offer was ever made by the defendant. The correspondence indicated that that defendant was trying to discover if the plaintiff was interested and did not intend to make a definite offer to the plaintiff. From the final letter from the defendant, it shows that he expected to have a buyer in the next week or so and that the defendant intended to sell to the first-comer, and was reserving the right to do so.

In accordance with Section 25 of the Restatement of the Law on Contracts:
“If from a promise,…the person to whom the promise is addressed knows or has reason to know that the person making it does not intend it as an expression of his fixed purpose until he has given a further expression of assent, he has not made an offer.”

Judgment: The defendant is entitled to judgment against the plaintiff.

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Harlow & Jones, Inc. v. Advance Steel Co., 424 F. Supp. 770 (E.D. Mich. 1976)

Case Name: Harlow & Jones, Inc. v. Advance Steel Co.
Plaintiff: Harlow & Jones, Inc.
Defendant: Advance Steel Co.
Citation: 424 F. Supp. 770 (E.D. Mich. 1976)

Issue: Under the UCC, did the defendant breach a contract when he refused the last of three deliveries because he believed it was being delivered late?

Key Facts: Defendant had several telephone conversations with William VanAs, a broker for the plaintiff. During these conversations, VanAs informed the defendant about the availability of 5000 metric tons of steel that could be shipped during September-October, 1974 and defendant informed VanAs that he was interested in purchasing 1000 tons of this shipment. VanAs recorded the terms of this transaction on a worksheet and relayed the information to the plaintiff. In July, 1974, the plaintiff mailed the defendant a sales form confirming the sale of 1000 metric tons which shipment from Europe during Sept-Oct, 1974. The plaintiff then ordered the 1000 tons of steel from Europe. The defendant did not sign or return the plaintiff’s sales form but prepared and mailed his own purchase order form (which contained the same quantities, shipping dates, and minor specification changes. This was never signed and returned by plaintiff. The steel came from Europe in three separate shipments. The first two shipments were received and paid by Advance. The last shipment arrived in late November which the defendant rejected because of “late delivery.”

Procedural History: None because the case is in the District Court (trial court) and is not on appeal.

Holding: The defendant did breach the contract by rejecting the last shipment. The terms of the oral agreement were to ship the steel by October and under UCC 2-504 the defendant could only reject the shipment if there was a “material delay.” Because steel takes an average of one month to ship from Europe; although the steel was shipped late, it did arrive by late November so there was no material delay.

Reasoning: The plaintiff and defendant were arguing that they were abiding by what they thought was a written contract. Plaintiff argued for his sales form and defendant for his purchase order form. The court decided that the sales form and purchase order form were merely confirmations of an order because the actual agreement took place through the several telephone conversations. According to the UCC, this means that the “contract” was an integration of the two forms and is made up of the terms that the two parties agree on.

Notes:

  • Do not need specific oral or written offer and acceptance if you have clear conduct that shows the parties entered into an arrangement (i.e. Advance was accepting shipments, even one that came after October 31st)
  • Also true under the Restatement even if you can’t point to the exact offer and acceptance by the parties. The difference is how the court would fill in “gaps.”

 

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Pop’s Cones, Inc. v. Resorts International Hotel, Inc., 307 N.J. Super. 461 (1998)

Case Name: Pop’s Cones, Inc. v. Resorts International Hotel, Inc.
Plaintiff/Appellant: Pop’s Cones, Inc. (TCBY franchise)
Defendant/Appellee: Resorts International Hotel, Inc.
Citation: 307 N.J. Super. 461 (1998)


Issue: Whether a prima facie case of promissory estoppels existed when the plaintiff relied to its detriment on the promises of defendant that plaintiff would be permitted to relocate its operation to defendant’s location. More specifically, whether the court should require a “clear and definite promise” or just a promise that a reasonable person would rely on it.

Key Facts: Plaintiff, a TCBY franchisee had a number of discussions with Phoenix the executive director of business development and sales for the defendant about relocating the plaintiff’s business to a space owned by the defendant. The plaintiff also received a proposed form of lease from the defendant’s counsel. Based off these discussions, the plaintiff did not renew its current lease, placed its equipment into temporary storage, retained the services of an attorney to finalize the lease with the defendant, and engaged in planning the relocation to defendant’s property. Furthermore, the plaintiff was not able to reopen its store until July 1996 but did not seek speculative lost profits because the lease had not been fully negotiated.

Procedural History: The lower court granted the defendant summary judgment and dismissed the plaintiff’s complaint.

Holding: Based off the allegations of the plaintiff a prima facie case of promissory estoppel existed. This court relaxed the requirement for a clear and definite promise. The case was remanded so that a jury can decide whether the plaintiff’s reliance upon the defendant’s assurances was reasonable.

Reasoning: Plaintiff was not seeking enforcement of the lease nor speculative lost profits had the lease been successfully negotiated. The plaintiff merely seeks to recoup damages it incurred in reasonably relying to its detriment upon the defendant’s promise. When you afford the plaintiff all favorable inferences, the claim raised a jury question and therefore should not have been summarily dismissed.

A promissory estoppel claim will be justified if the plaintiff satisfies its burden of demonstrating the existence of, or for purposes of summary judgment, a dispute as to a material fact with regard to, four separate elements which include:

(1) a clear and definite promise by the promisor;
(2) the promise must be made with the expectation that the promisee will rely thereon (the promisor did or should have foresaw);
(3) the promisee must in fact reasonably rely on the promise, and
(4) detriment of a definite and substantial nature must be incurred in reliance on the promise.

The promise is binding if injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires.

Judgment: Reversed summary judgment and remanded for further proceedings.

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Drennan v. Star Paving Co., 333 P.2d 757 (1958)

Case Name: Drennan v. Star Paving Co.
Plaintiff/Appellant: Drennan (General Contractor)
Defendant/Appellee: Star Paving Co. (Subcontrator)
Citation: 51 Cal. 2d 409, 333 P.2d 757 (1958)

Issue: Whether plaintiff’s reliance on the defendant’s subcontracting bid made the defendant’s offer irrevocable.

Key Facts: The plaintiff, a general contractor, was receiving bids from subcontractors in order to bid on the Monte Vista School Job. The defendant, a subcontractor, contacted the plaintiff by phone and submitted a bid for the paving work for $7,131.60 which was the lowest bid the plaintiff received for this job. The plaintiff won the contract and promptly informed the defendant in person. The defendant then told the plaintiff that they had made a mistake and would not be able to do the paving work for less than $15,000. Plaintiff then had to engage another paving company to do the work for $10,948.60.

Procedural History: The plaintiff won a judgment to recover damages caused by defendant’s refusal to perform the paving work according to its original bid. Defendant appealed.

Holding: The defendant’s offer was irrevocable.

Reasoning: The defendant had reason to expect that if its bid proved the lowest it would be used by the plaintiff and it induced “action…of a definite and substantial character on the part of the promisee. Merely acting in justifiable reliance on an offer may in some cases serve as sufficient reason for making a promise binding (Restatement (First) 90). The purpose of this section is to make a promise binding even though there was no consideration “in the sense of something that is bargained for and given in exchange.”

Defendant had reason not only to expect plaintiff to rely on its bid but to want him to. Also, the mistake made by the defendant was not apparent to the plaintiff. The general contractor’s actions were reasonable because he was following the general practices of the industry. The subcontractor made the mistake originally and had superior knowledge of paving work.

Note: Justice Traynor is associated with more modern approach of interpretation of contracts.

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Cook v. Coldwell Banker, Frank Laiben Realty Co., 967 S.W.2d 654 (1998)

Case Name: Cook v. Coldwell Banker/Frank Laiben Realty Co.
Plaintiff/Appellee: Mary Ellen Cook
Defendant/Appellant: Coldwell Banker/Frank Laiben Realty Co.
Citation: 967 S.W.2d 654 (1998); Missouri Court of Appeals


Issue: Under unilateral contract theory, did the defendant breach a contract when he revoked an offer that was already substantially performed on by the plaintiff?

Key Facts: At a meeting in March 1991, the defendant announced a bonus program with three levels of payouts, the first of which would be paid out immediately while the second two would be paid out at the end of the year. The year of the program would be January 1, 1991 to December 31, 1991. At the end of April, 1991, plaintiff met the first level and received her first bonus in September, 1991. In September, 1991 plaintiff surpassed had met the highest level of commissions and was told at a meeting in that month that the bonuses would not be paid out until March of the following year. Plaintiff was also told that she would have to be employed with the defendant in March to receive the bonus. Plaintiff accepts another job in January, 1992 and sought payment of her bonus in March, 1992.

Procedural History: In December, 1992 the plaintiff filed an action against defendant for breach of a bonus contract and sought damages. The jury found in favor of the plaintiff and awarded her damages in the amount of $24,748.89. The defendant appealed.

Holding: The plaintiff showed evidence that the defendant offered to pay a bonus at the end of 1991 if she would continue to work for it. The plaintiff stayed through 1991 with an intent to accept the offer. In addition, she sold and listed enough property to qualify for all three bonus levels. The defendant knew of the plaintiff’s performance but only paid the first bonus. Therefore, the defendant breached a unilateral contract.

Reasoning: This contract was determined to be unilateral because performance was based on the wish of the parties. In a unilateral contract, when a promise performs, the contract is enforceable to the extent performed.

Judgment: The Missouri Court of Appeals affirmed the trial court’s judgment and the awarded damages.

The meeting in September represented a revocation of the initial offer.

The Restatement approach (modern rule) the offeree has to show substantial performance. The court should have said substantially begun performance. Instead of just doing nothing or preparing to perform.

Under the modern rule, the offeree has still not made a promise if he decides to back out of the contract after performing half of it.

Tender of performance – the statement of intent and the present ability to perform. Once a tender of performance has been made, the offeror can no longer evoke the offer.

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Article 1

Section 1
All legislative Powers herein granted shall be vested in a Congress of the
United States, which shall consist of a Senate and House of Representatives.

Section 2
The House of Representatives shall be composed of Members chosen every second
Year by the People of the several States, and the Electors in each State shall
have the Qualifications requisite for Electors of the most numerous Branch of
the State Legislature.

No Person shall be a Representative who shall not have attained to the Age of
twenty five Years, and been seven Years a Citizen of the United States, and who
shall not, when elected, be an Inhabitant of that State in which he shall be
chosen.

Representatives and direct Taxes shall be apportioned among the several States
which may be included within this Union, according to their respective Numbers,
which shall be determined by adding to the whole Number of free Persons,
including those bound to Service for a Term of Years, and excluding Indians not
taxed, three fifths of all other Persons.

The actual Enumeration shall be made within three Years after the first Meeting
of the Congress of the United States, and within every subsequent Term of ten
Years, in such Manner as they shall by Law direct. The Number of
Representatives shall not exceed one for every thirty Thousand, but each State
shall have at Least one Representative; and until such enumeration shall be
made, the State of New Hampshire shall be entitled to choose three,
Massachusetts eight, Rhode Island and Providence Plantations one, Connecticut
five, New York six, New Jersey four, Pennsylvania eight, Delaware one, Maryland
six, Virginia ten, North Carolina five, South Carolina five and Georgia three.

When vacancies happen in the Representation from any State, the Executive
Authority thereof shall issue Writs of Election to fill such Vacancies.

The House of Representatives shall choose their Speaker and other Officers; and
shall have the sole Power of Impeachment.

Section 3
The Senate of the United States shall be composed of two Senators from each
State, chosen by the Legislature thereof, for six Years; and each Senator shall
have one Vote.

Immediately after they shall be assembled in Consequence of the first Election,
they shall be divided as equally as may be into three Classes. The Seats of the
Senators of the first Class shall be vacated at the Expiration of the second
Year, of the second Class at the Expiration of the fourth Year, and of the
third Class at the Expiration of the sixth Year, so that one third may be
chosen every second Year; and if Vacancies happen by Resignation, or otherwise,
during the Recess of the Legislature of any State, the Executive thereof may
make temporary Appointments until the next Meeting of the Legislature, which
shall then fill such Vacancies.

No person shall be a Senator who shall not have attained to the Age of thirty
Years, and been nine Years a Citizen of the United States, and who shall not,
when elected, be an Inhabitant of that State for which he shall be chosen.

The Vice President of the United States shall be President of the Senate, but
shall have no Vote, unless they be equally divided.

The Senate shall choose their other Officers, and also a President pro tempore,
in the absence of the Vice President, or when he shall exercise the Office of
President of the United States.

The Senate shall have the sole Power to try all Impeachments. When sitting for
that Purpose, they shall be on Oath or Affirmation. When the President of the
United States is tried, the Chief Justice shall preside: And no Person shall be
convicted without the Concurrence of two thirds of the Members present.

Judgment in Cases of Impeachment shall not extend further than to removal from
Office, and disqualification to hold and enjoy any Office of honor, Trust or
Profit under the United States: but the Party convicted shall nevertheless be
liable and subject to Indictment, Trial, Judgment and Punishment, according to
Law.

Section 4
The Times, Places and Manner of holding Elections for Senators and
Representatives, shall be prescribed in each State by the Legislature thereof;
but the Congress may at any time by Law make or alter such Regulations, except
as to the Place of Choosing Senators.

The Congress shall assemble at least once in every Year, and such Meeting shall
be on the first Monday in December, unless they shall by Law appoint a
different Day.

Section 5
Each House shall be the Judge of the Elections, Returns and Qualifications of
its own Members, and a Majority of each shall constitute a Quorum to do
Business; but a smaller number may adjourn from day to day, and may be
authorized to compel the Attendance of absent Members, in such Manner, and
under such Penalties as each House may provide.

Each House may determine the Rules of its Proceedings, punish its Members for
disorderly Behavior, and, with the Concurrence of two-thirds, expel a Member.

Each House shall keep a Journal of its Proceedings, and from time to time
publish the same, excepting such Parts as may in their Judgment require
Secrecy; and the Yeas and Nays of the Members of either House on any question
shall, at the Desire of one fifth of those Present, be entered on the Journal.

Neither House, during the Session of Congress, shall, without the Consent of
the other, adjourn for more than three days, nor to any other Place than that
in which the two Houses shall be sitting.

Section 6
The Senators and Representatives shall receive a Compensation for their
Services, to be ascertained by Law, and paid out of the Treasury of the United
States. They shall in all Cases, except Treason, Felony and Breach of the
Peace, be privileged from Arrest during their Attendance at the Session of
their respective Houses, and in going to and returning from the same; and for
any Speech or Debate in either House, they shall not be questioned in any other
Place.

No Senator or Representative shall, during the Time for which he was elected,
be appointed to any civil Office under the Authority of the United States which
shall have been created, or the Emoluments whereof shall have been increased
during such time; and no Person holding any Office under the United States,
shall be a Member of either House during his Continuance in Office.

Section 7
All bills for raising Revenue shall originate in the House of Representatives;
but the Senate may propose or concur with Amendments as on other Bills.

Every Bill which shall have passed the House of Representatives and the Senate,
shall, before it become a Law, be presented to the President of the United
States; If he approve he shall sign it, but if not he shall return it, with his
Objections to that House in which it shall have originated, who shall enter the
Objections at large on their Journal, and proceed to reconsider it. If after
such Reconsideration two thirds of that House shall agree to pass the Bill, it
shall be sent, together with the Objections, to the other House, by which it
shall likewise be reconsidered, and if approved by two thirds of that House, it
shall become a Law. But in all such Cases the Votes of both Houses shall be
determined by Yeas and Nays, and the Names of the Persons voting for and
against the Bill shall be entered on the Journal of each House respectively. If
any Bill shall not be returned by the President within ten Days (Sundays
excepted) after it shall have been presented to him, the Same shall be a Law,
in like Manner as if he had signed it, unless the Congress by their Adjournment
prevent its Return, in which Case it shall not be a Law.

Every Order, Resolution, or Vote to which the Concurrence of the Senate and
House of Representatives may be necessary (except on a question of Adjournment)
shall be presented to the President of the United States; and before the Same
shall take Effect, shall be approved by him, or being disapproved by him, shall
be repassed by two thirds of the Senate and House of Representatives, according
to the Rules and Limitations prescribed in the Case of a Bill.

Section 8
The Congress shall have Power To lay and collect Taxes, Duties, Imposts and
Excises, to pay the Debts and provide for the common Defence and general
Welfare of the United States; but all Duties, Imposts and Excises shall be
uniform throughout the United States;

To borrow money on the credit of the United States;

To regulate Commerce with foreign Nations, and among the several States, and
with the Indian Tribes;

To establish an uniform Rule of Naturalization, and uniform Laws on the subject
of Bankruptcies throughout the United States;

To coin Money, regulate the Value thereof, and of foreign Coin, and fix the
Standard of Weights and Measures;

To provide for the Punishment of counterfeiting the Securities and current Coin
of the United States;

To establish Post Offices and Post Roads;

To promote the Progress of Science and useful Arts, by securing for limited
Times to Authors and Inventors the exclusive Right to their respective Writings
and Discoveries;

To constitute Tribunals inferior to the supreme Court;

To define and punish Piracies and Felonies committed on the high Seas, and
Offenses against the Law of Nations;

To declare War, grant Letters of Marque and Reprisal, and make Rules concerning
Captures on Land and Water;

To raise and support Armies, but no Appropriation of Money to that Use shall be
for a longer Term than two Years;

To provide and maintain a Navy;

To make Rules for the Government and Regulation of the land and naval Forces;

To provide for calling forth the Militia to execute the Laws of the Union,
suppress Insurrections and repel Invasions;

To provide for organizing, arming, and disciplining, the Militia, and for
governing such Part of them as may be employed in the Service of the United
States, reserving to the States respectively, the Appointment of the Officers,
and the Authority of training the Militia according to the discipline
prescribed by Congress;

To exercise exclusive Legislation in all Cases whatsoever, over such District
(not exceeding ten Miles square) as may, by Cession of particular States, and
the acceptance of Congress, become the Seat of the Government of the United
States, and to exercise like Authority over all Places purchased by the Consent
of the Legislature of the State in which the Same shall be, for the Erection of
Forts, Magazines, Arsenals, dock-Yards, and other needful Buildings; And

To make all Laws which shall be necessary and proper for carrying into
Execution the foregoing Powers, and all other Powers vested by this
Constitution in the Government of the United States, or in any Department or
Officer thereof.

Section 9
The Migration or Importation of such Persons as any of the States now existing
shall think proper to admit, shall not be prohibited by the Congress prior to
the Year one thousand eight hundred and eight, but a tax or duty may be imposed
on such Importation, not exceeding ten dollars for each Person.

The privilege of the Writ of Habeas Corpus shall not be suspended, unless when
in Cases of Rebellion or Invasion the public Safety may require it.

No Bill of Attainder or ex post facto Law shall be passed.

No capitation, or other direct, Tax shall be laid, unless in Proportion to the
Census or Enumeration herein before directed to be taken.

No Tax or Duty shall be laid on Articles exported from any State.

No Preference shall be given by any Regulation of Commerce or Revenue to the
Ports of one State over those of another: nor shall Vessels bound to, or from,
one State, be obliged to enter, clear, or pay Duties in another.

No Money shall be drawn from the Treasury, but in Consequence of Appropriations
made by Law; and a regular Statement and Account of the Receipts and
Expenditures of all public Money shall be published from time to time.

No Title of Nobility shall be granted by the United States: And no Person
holding any Office of Profit or Trust under them, shall, without the Consent of
the Congress, accept of any present, Emolument, Office, or Title, of any kind
whatever, from any King, Prince or foreign State.

Section 10
No State shall enter into any Treaty, Alliance, or Confederation; grant Letters
of Marque and Reprisal; coin Money; emit Bills of Credit; make any Thing but
gold and silver Coin a Tender in Payment of Debts; pass any Bill of Attainder,
ex post facto Law, or Law impairing the Obligation of Contracts, or grant any
Title of Nobility.

No State shall, without the Consent of the Congress, lay any Imposts or Duties
on Imports or Exports, except what may be absolutely necessary for executing
its inspection Laws: and the net Produce of all Duties and Imposts, laid by
any State on Imports or Exports, shall be for the Use of the Treasury of the
United States; and all such Laws shall be subject to the Revision and Control
of the Congress.

No State shall, without the Consent of Congress, lay any duty of Tonnage, keep
Troops, or Ships of War in time of Peace, enter into any Agreement or Compact
with another State, or with a foreign Power, or engage in War, unless actually
invaded, or in such imminent Danger as will not admit of delay.

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Bill of Rights

Later Amendments

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Article 2

Section 1
The executive Power shall be vested in a President of the United States of
America. He shall hold his Office during the Term of four Years, and, together
with the Vice-President chosen for the same Term, be elected, as follows:

Each State shall appoint, in such Manner as the Legislature thereof may direct,
a Number of Electors, equal to the whole Number of Senators and Representatives
to which the State may be entitled in the Congress: but no Senator or
Representative, or Person holding an Office of Trust or Profit under the United
States, shall be appointed an Elector.

The Electors shall meet in their respective States, and vote by Ballot for two
persons, of whom one at least shall not lie an Inhabitant of the same State
with themselves. And they shall make a List of all the Persons voted for, and
of the Number of Votes for each; which List they shall sign and certify, and
transmit sealed to the Seat of the Government of the United States, directed to
the President of the Senate. The President of the Senate shall, in the Presence
of the Senate and House of Representatives, open all the Certificates, and the
Votes shall then be counted. The Person having the greatest Number of Votes
shall be the President, if such Number be a Majority of the whole Number of
Electors appointed; and if there be more than one who have such Majority, and
have an equal Number of Votes, then the House of Representatives shall
immediately choose by Ballot one of them for President; and if no Person have a
Majority, then from the five highest on the List the said House shall in like
Manner choose the President. But in choosing the President, the Votes shall be
taken by States, the Representation from each State having one Vote; a quorum
for this Purpose shall consist of a Member or Members from two-thirds of the
States, and a Majority of all the States shall be necessary to a Choice. In
every Case, after the Choice of the President, the Person having the greatest
Number of Votes of the Electors shall be the Vice President. But if there
should remain two or more who have equal Votes, the Senate shall choose from
them by Ballot the Vice-President.

The Congress may determine the Time of choosing the Electors, and the Day on
which they shall give their Votes; which Day shall be the same throughout the
United States.

No person except a natural born Citizen, or a Citizen of the United States, at
the time of the Adoption of this Constitution, shall be eligible to the Office
of President; neither shall any Person be eligible to that Office who shall not
have attained to the Age of thirty-five Years, and been fourteen Years a
Resident within the United States.

In Case of the Removal of the President from Office, or of his Death,
Resignation, or Inability to discharge the Powers and Duties of the said
Office, the same shall devolve on the Vice President, and the Congress may by
Law provide for the Case of Removal, Death, Resignation or Inability, both of
the President and Vice President, declaring what Officer shall then act as
President, and such Officer shall act accordingly, until the Disability be
removed, or a President shall be elected.

The President shall, at stated Times, receive for his Services, a Compensation,
which shall neither be increased nor diminished during the Period for which he
shall have been elected, and he shall not receive within that Period any other
Emolument from the United States, or any of them.

Before he enter on the Execution of his Office, he shall take the following
Oath or Affirmation:

"I do solemnly swear (or affirm) that I will faithfully execute the Office of
President of the United States, and will to the best of my Ability, preserve,
protect and defend the Constitution of the United States."

Section 2
The President shall be Commander in Chief of the Army and Navy of the United
States, and of the Militia of the several States, when called into the actual
Service of the United States; he may require the Opinion, in writing, of the
principal Officer in each of the executive Departments, upon any subject
relating to the Duties of their respective Offices, and he shall have Power to
Grant Reprieves and Pardons for Offenses against the United States, except in
Cases of Impeachment.

He shall have Power, by and with the Advice and Consent of the Senate, to make
Treaties, provided two thirds of the Senators present concur; and he shall
nominate, and by and with the Advice and Consent of the Senate, shall appoint
Ambassadors, other public Ministers and Consuls, Judges of the supreme Court,
and all other Officers of the United States, whose Appointments are not herein
otherwise provided for, and which shall be established by Law: but the Congress
may by Law vest the Appointment of such inferior Officers, as they think
proper, in the President alone, in the Courts of Law, or in the Heads of
Departments.

The President shall have Power to fill up all Vacancies that may happen during
the Recess of the Senate, by granting Commissions which shall expire at the End
of their next Session.

Section 3
He shall from time to time give to the Congress Information of the State of the
Union, and recommend to their Consideration such Measures as he shall judge
necessary and expedient; he may, on extraordinary Occasions, convene both
Houses, or either of them, and in Case of Disagreement between them, with
Respect to the Time of Adjournment, he may adjourn them to such Time as he
shall think proper; he shall receive Ambassadors and other public Ministers; he
shall take Care that the Laws be faithfully executed, and shall Commission all
the Officers of the United States.

Section 4
The President, Vice President and all civil Officers of the United States,
shall be removed from Office on Impeachment for, and Conviction of, Treason,
Bribery, or other high Crimes and Misdemeanors.
Posted on

Article 3

Section 1
The judicial Power of the United States, shall be vested in one supreme Court,
and in such inferior Courts as the Congress may from time to time ordain and
establish. The Judges, both of the supreme and inferior Courts, shall hold
their Offices during good Behavior, and shall, at stated Times, receive for
their Services a Compensation which shall not be diminished during their
Continuance in Office.

Section 2
The judicial Power shall extend to all Cases, in Law and Equity, arising under
this Constitution, the Laws of the United States, and Treaties made, or which
shall be made, under their Authority; to all Cases affecting Ambassadors, other
public Ministers and Consuls; to all Cases of admiralty and maritime
Jurisdiction; to Controversies to which the United States shall be a Party; to
Controversies between two or more States; between a State and Citizens of
another State; between Citizens of different States; between Citizens of the
same State claiming Lands under Grants of different States, and between a
State, or the Citizens thereof, and foreign States, Citizens or Subjects.

In all Cases affecting Ambassadors, other public Ministers and Consuls, and
those in which a State shall be Party, the supreme Court shall have original
Jurisdiction. In all the other Cases before mentioned, the supreme Court shall
have appellate Jurisdiction, both as to Law and Fact, with such Exceptions, and
under such Regulations as the Congress shall make.

The Trial of all Crimes, except in Cases of Impeachment, shall be by Jury; and
such Trial shall be held in the State where the said Crimes shall have been
committed; but when not committed within any State, the Trial shall be at such
Place or Places as the Congress may by Law have directed.

Section 3
Treason against the United States, shall consist only in levying War against
them, or in adhering to their Enemies, giving them Aid and Comfort. No Person
shall be convicted of Treason unless on the Testimony of two Witnesses to the
same overt Act, or on Confession in open Court.

The Congress shall have power to declare the Punishment of Treason, but no
Attainder of Treason shall work Corruption of Blood, or Forfeiture except
during the Life of the Person attainted.