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| A binding agreement that the courts will enforce |
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| governs contracts involving employment, services, insurance, real property (land), patents, and copyrights |
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| Article 2 of the UCC governs contracts for the sale of goods |
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Manifestation of Mutual Assent (agreement)
Bargained-for Consideration
Capacity of the parties to enter into a contract.
A legal purpose.
void, voidable, unenforceable or valid
Executory or executed |
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formal or informal
Express or implied
Bilateral or Unilateral |
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| depends on just the form of document vs incluing other contracts |
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| stated in words, orally, or in writing vs. inferred by party actions |
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| when two parties exchange a promise vs when one party makes a promise |
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void
voidable
unenforeable
valid |
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have no legal affect
allow one party to go ahead or avoid it
provide no remedy through courts
meet all legal requirements |
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| have yet to be performed vs. been performed by all parties |
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| quasi contract=contract implied in law |
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when there is no contract due to the fact that the parties do not agree
imposed when it is necessary to avoid unjust enrichment of one party at the expense of another |
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| remedies for creach of contract |
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| damages, specific performance, rescission, and restitution |
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| small sum when contract is breached but there is no damage |
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| placed to injured party in a position as good as before he had been injured |
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| not arising directly from a breach but a foreseeable result |
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| assessed as punishment generally not available for breach of contract |
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| agreed to in advance by pqarties to the contract, will b3e enforced if reasonable |
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order by the court compelling a defaulting party to perform his contractual obligations, only available for: sale of land, a painting, shares in a closely help corporation
Not available for personal service. court can issue injunction prohbiting the defaulting party from performing elsewhere |
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| cancels the contract and returns the parties to their position prior to the formation of the contract. Used with voidable agreement if this the remedy that protected party elects |
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| seeeks to restore injured party to the position before the contract was made following rescission. Not available if actual good or property has been consumed. MOnetary damage is the only remedy in such a scenario |
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| show mutual assent by an offer and acceptance.. |
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| intent, definiteness, communcation |
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| essentials of an offer-intent |
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Definition
determined objectively and reasonably by person who offer is made to(offeree)
offer vs. invitation to make an offer |
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| essentials of an offer-definiteness |
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Definition
offer's terms must be clear enough to provide a court with a basis for an appropriate remedy
common law vs. ucc |
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| essentials of an offer-communication |
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| offeree must have knowledge fo the offer and the offer must be made by the offeror to the offeree (takes effect when received) |
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Lapse of Time
Ended under Operation of Law
-Death or insanity
-subsequent illegality
-destruction of subject matter
Rejection-takes effect when received
which is conditional acceptance/counteroffer vs. inquiry
Revocation-takes effect when received |
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Option COntract
Firm Offer |
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| Irrevocable offer-Option COntract |
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| actual contract that binds offeror to keep an offer open for a specified time-common law or UCC |
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| Irrevocable offer-Firm Offer |
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| UCC-if a merchant in a signed writing promsies that an offer to buy or sell goods will not be terminated for a specific period |
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positive, unequivocable expression of a willingness to enter into a contract on the terms of an offer,
Except as modified by UCC where an acceptance cannot deviate from offer terms
UNless otherwise stated, acceptance can be done by any means |
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| Exceptions to Acceptance on Dispatch |
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Offer specifies that the acceptance must be received,
offer accepted by unreasonable means
if the offeree has already pispatched a rejection that has not yet been received |
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Genrally NOt Binding
Should be legally sufficient and bargained for exchange |
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| requires legal benefit to promis or legal detriment to promisee |
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| party receives something he had no prior right to |
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| proises to perform action that has no prior obligation to perform or promises to or refrains from an action that he had a legal right to do |
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| lefal sufficiency not concerned with |
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| imposes no obligation on promisor |
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requirement contract-agreement to buy all of one's needs from a single producer
Output Contract-Agreement to sell all of one's production to a single buyer |
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Must Be Supported by new consideration in Common Law
NOt needed un UCC
mutual rescinded contract can make new agreement |
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| If a creditor agrees to accept less than he alleges is owed to him, can he still get a judgment for the remaining balance |
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1. Creditor must express agreement and cash a check saying paid in full
2.liquidated (undisputed) debt-NO pispute about amount Debtor is held to Full amount
Unliquidated (disputed) debt-good faith dispute about debt-creditor held to his promise to discharge the balance |
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| When would a creditor be held to a promise to discharge a liquidated debt? |
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New consideration supports the promise.
Under the UCC, if there is a legitimate modification of the contract, that would be binding. |
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| Promises Binding Without Consideration |
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| Firm Offer, promise to modify a contract under UCC, promise to pay a debt barred by the Statute of Limitations |
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| Promise to pay a debt barred by the Statute of Limitations |
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| a new promise by the debtor to pay the debt renews the running of the statute. |
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| Promises Binding Without Consideration-Promissory Estoppel |
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| Gift Promise that binds trhe promisor because she should reasonably expect that the promise will induce the promisee to take action in reliance on it |
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| voidable at minor option except when minors are liable for the reasonable value of necessity items, this can be avoided if he has not yet received the necessary item or performance |
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| Options for a minor in a voidable contract |
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| ratification and disaffirmance |
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| Options for a minor in a voidable contract-ratification |
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| affirmation of the contract-may be express or implied but must occur after the minor reaches the age of majority |
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| Options for a minor in a voidable contract-Disaffirmance |
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avoiding contract may be express or implied and done during minority or a reasonable time after reaching age of majority
mnior must return consideration
can often just return what he still has. |
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| minor misrperesents age and loses right to disaffirm contract |
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| Mistake-understanding not in accord with existing fact |
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| scienter, misrepresentation of material fact, justifiable reliance, damage |
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| intent to deceive or reckless disregard of truth |
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wrongful threat (crime or tort/against public policy: to prosecture, deep disgrace, economic duress) that overcomes freewill
can often be void or voidable |
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| taking unfair advantage of a person by reason of a dominant position based upon a confidential relationship, resulting agreement is voidable |
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