Term
| Implied at Law (Quasi Contract) |
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Definition
- Not a contract at all
- No meeting of the minds
- law creates an obligation to a person who received a benefit and would be unjustly enriched by the benefit |
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Term
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Definition
A promise for a promise
offerer offers a promise in exchange for the offeree's return promise
exchange of mutual promises |
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ordinarily price quotes are not offers, but invitations for offers
- However, where clear,definitive, and explicit terms, particularly express language of commitment
THEN - the presumption may be overcome |
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Term
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Definition
- both parties share the same erroneous belief as to a basic assumption
- test --> Both parties erroneously believed ___
- defense to enforcement of a contract
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Term
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breach of contract
:
Promissory estoppel
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unjust enrichment |
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Term
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Definition
- parties agree to release each other of their respected obligations
1. the rescission itself is another contract
2. the consideration is each party's agreement to forbear from enforcing the obligations incurred under the original contract |
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| rewards (as unilateral contracts) |
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Definition
PRIVATE SECTOR- offer must know of the offer and must voluntarily perform the requested act
PUBLIC SECTOR- offer does NOT need to know about the offer in order to accept |
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Term
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Definition
1. something of legal value
2. intentional bargain for exchange
confers a benefit upon promisor OR causes a detriment to the promisee and must be an act, forbearance or return promise bargained for and given in exchange |
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Term
| certainty of terms :tradition common law |
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Definition
it is not the function of the courts to fix terms for parties ( it shows parties have NOT reached complete meeting of the minds)
Courts leave it along because
1. it cannot determine whether there has been a breach
2. it cannot fashion a proper remedy
3. it will not impose a contract on a party who did not manifest intent to a contract |
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Term
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Definition
(contracts and subject to consideration requirement)
-forbearance from suit as consideration for a promise
- sufficient if there is reasonable ground for the claimants belief that it is just to try to enforce his claim. Must be asserting claim in good faith
- forbearance on clearly invalid claim= insufficient consideration
- forbearance/surrender of a valid claim |
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Term
| employee handbook/ policy statement forms a contract when.. |
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Definition
1. the language of the policy statement must contain a promise fear enough that an employee would reasonably believe an offer has been made
2. statement must be disseminated to the employee in such a manner that the employee is aware of its contents and reasonably believe it to be an offer
3. employee must accept the offer by commenting or continuing to work after learning of the policy statement |
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is nO consideration
- events that occur prior to the making of the promise |
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parties not in agreement on amount
- if i pay more than what i thought it was, but it can be less that what you thought it was :: constitutes an accord & satisfaction |
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Term
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Definition
1.contractual intent
2. offer
3. acceptance
4. consideration
5. certainty of terms |
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Term
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Definition
Promissory estoppel
Acceptance
Consideration
Offer
Fraud
Illegality
Statute of FRAUDS
Incapacity
Mistake
Unconscionability
Duress |
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Term
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Definition
both parties agree on amount
- if debtor sends creditor amount less than, in full satisfaction ... not in accord and satisfaction |
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entire liability disputed !
I owe you nothing! |
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Term
certainty of terms:
MINORITY |
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Definition
look at the intent of the parties
(nobody else looks at intent) |
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Definition
| a promise to do what one is already legally obligated/ or promising to refrain from doing what one is legally forbid |
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| some courts will strike the offensive portion of a restrictive covenant or rewrite it and enforce the reformed one |
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Definition
agreements that shock the conscience of the court
1. procedural unconscionability (the way it was formed , unfair bargaining advantage)
2. substantive unconscionability (substance , unfair terms)
only use if NO other traditional defense is available |
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Term
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Definition
IDU/FMU
incapacity
duress
undue influence
fraud
mutual mistake
unconscionability |
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Term
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Definition
(modern trend)
Test:
1. one party makes a mistake
2. the mistake is to a basic assumption of the bargain
3.the mistake is about something material
4.the party seeking to avoid does not bear risk
5. enforcement of contract would be unconscionable
OR
other party had reason to know of mistake
OR
other party caused mistake |
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Term
| what constitutes as a necessity for minors |
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Definition
1. goods/services important/required for maintenance of minor
2. Minor has actual need for good/service and it is urgent/immediate
3.minor relies upon his own credit(minot is emancipated or parents are destitute(poor) |
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Term
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Definition
1. where the party is not equally at fault (party is not in pari delicto)
2. where a party withdraws from the illegal transaction before serious wrongdoing or harm occurs and willingly cooperates with authorities (locus poenitentiae)
3. where enforcement would better serve public policy than denying enforcement |
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Term
| WE look at adequacy when.. |
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Definition
the plaintiff seeks extraordinary relief in the form of equitable remedies ( inductive relief, declatory judgment, specific performance)
- inadequate consideration or grossly disproportionate consideration may be relevant to establish a defense to contract enforcement if it is unconscionable (shocks the conscience) |
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Term
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Definition
are generally invitations to deal
Exception: it is an offer if it is clear, definite, and explicit, and leaves nothing open for negotiation
(e.g duration , price quantity, time) |
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Definition
Modern law
Unilateral: where the offeror looks to a unilateral contract, the contract is formed when the act is PERFORMED
Bilateral- NO acceptance until the offer notifies the offeror of the acceptance or at lease employs reasonable diligence in attempting to do so |
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Term
termination of offer: BY revocation
EXCEPTION |
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Definition
OPTION CONTRACTS
ordinarily rejection of an offer held open under an option does not terminate
EXCEPTION:
if the optionor has materially changed his position in reliance upon the optionee's rejection, then the option AND the offer will terminate prior to piton's expiration date |
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Term
| termination of offer: Lapse of reasonable time |
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Definition
if the offeror does not express a duration , and offer expires at the end of a reasonable time
generally, face-to-face offers are deemed to continue only until the end of that conversation and cannot be accepted after |
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Term
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Definition
Majority--> oral agreement = enforcement
- does not fall within S/F
-b/c completion is possible in 1 year with possible death of employee
Minority
- must be written to be enforceable
-permanent employment promise
anticipating a relationship of more than a year |
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Term
| promissory estoppel remedies |
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Definition
tradition: out - of -pocket expenses only
modern--< some courts allow damages based on the expected benefit of bargain |
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Term
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Definition
| occurs when the parties assent to a contract terms is expressed through and offer and acceptance |
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Term
termination of offer:
by death or incapacity |
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Definition
by death: offer revoked by death of offeror or offer even without notice
Exception: option contracts are not
by incapacity: revokes with notice
exception: option contracts are not terminated by incapacity of offeror/offeree |
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Term
| unjust enrichment (and extra work) |
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Definition
no quantum meruit recovery amy be had for extra work beyond the scope of the contract
- or for additional services rendered after expiration of the contract term |
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Term
Termination of offer:
Revocation of offer |
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Definition
-an offeror retains the power to terminate an offer by revoking it
- can revoke even before lapse of express term(unless prevented by option.firm offer,act)
- must be done directly or indirectly |
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Term
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Definition
(goes hand in hand with consideration and preexisting legal duty rule)
1. through a wrongful coercive act (bad faith act; not necessarily illegal)
2. act leaves the victim no alternative but to agree to other party's terms
3. coercive act was CUASED by other party |
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Term
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Definition
1. BY express time
2. by lapse of reasonable time
3. By revocation
4. By counteroffer/rejection
5. by death
6.by incapacity |
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Term
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Definition
an offeree's silence ordinarily will not serve as acceptance
Exceptions
1.where an offer takes the benefit of service with reasonable opportunity to reject them and reason to know that they were offered with the expatiation of compensation
2. offeror has stated or given the offer reason to understand that assent may be manifested by silence or inaction
3. b/c of previous dealings or otherwise it is reasonable that the offer should notify the offeror if he does NOT intend to accept |
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Term
Termination of offer :
rejection/counteroffer |
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Definition
rejection: statement by the offer that he/she does not intend to accept the offer
Counteroffer : an offer made by the offer to the offer that contains the same subject matter as original offer but differs in terms
-serves as a rejection and a new offer
- distinguished from mere inquires " can you lower?"
- after rejecting can't reeve by tendering acceptance (exception : option) |
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Term
| defenses to contract formation: incapacity: MENTAL INFIRMITY |
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Definition
VOIDABLE within reasonable time
- by incompetent's guardians or individual himself or when they acquire competence
-same restitution , dissipation, and necessaries for minor
Cognitive test (subjective)-can avoid if incompetent does not understand nature of transaction even if other party did not know or have reason to know of condition
Reasonable manner test (objective)--> if incompetent was unable to act in a reasonable manner in relation to transaction and the party knew or had reason to know of condition |
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Term
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Definition
one party believes A
One party believes B
courts typically with rule that one person is right and the other is wrong |
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Term
termination of offer : by revocation
DIRECTLY |
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Definition
| offer may terminate only by clearly and directly communicating to the offer an intention to revoke or withdraw the offer |
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Term
| defenses to contract formation: INCAPACITY : MINORS (restitution) |
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Definition
-minors must perform restitution , to the extent possible by returning whatever is left of the consideration
- minor has no obligation to restore consideration if it has been naturally used up through no fault of minor (dissipation)
EXCEPTION: if minor maliciously dissipates he has an obligation to restore |
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Term
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Definition
(detrimental reliance theory)
1. promisor makes a promise
3. promiser should have reasonably expected prose would induce reliance by promisee or 3rd party
4. Promisee reasonably relied on promsie AND
5. enforcement of promise if needed to avoid injustice |
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Term
| unjust enrichment (and extra work) |
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Definition
no quantum meruit recovery amy be had for extra work beyond the scope of the contract
- or for additional services rendered after expiration of the contract term |
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Term
| Termination of offer : BY revocation: directly |
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Definition
| offer may terminate only by clearly and directly communicating to offer an intention to revoke or withdraw the offer |
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Term
| Defenses to contract formation: incapacity : Minors: Restitution |
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Definition
Minor must perform recitation to the extent possible by returning whatever is left of the consideration
Except: minor has no obligation to restore consideration if it has been naturally used up through no fault of minor (dissipation)
Exception to exception: If minor maliciously dissipates he has an obligation to restore |
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Term
| promissory estoppel (elements) |
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Definition
(detrimental reliance )
1. promisor made a promise
2. promisor should have reasonably expected would induce reliance by promisee or 3rd party
3. promisee reasonably relied on promise to his/her detriment
4. enforcement is needed to avoid injustice |
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Term
| mailbox rule (exceptions) |
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Definition
1. 2nd thought acceptances that follow rejections(unless acceptance arrives first)
2. when an offer sends acceptance first but rejection is received before acceptance ( courts usually hold that a contract is formed unless offeror relies on the rejection before receiving the acceptance, offer will be estopped from enforcing the agreement
3. doesn't apply to option offers/ or offers at all
4 doesn't apply to email and phone |
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Term
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Definition
acceptance is generally effective upon dispatch
- does not apply to offers
- if letter of acceptance is properly dispatched, the offeror will be bound even if the letter is lost and never received. |
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Term
| agreements that fall within the statute of frauds |
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Definition
1. sale of goods $500 or more
2. sale of any interest in real estate(leases of more than a year)
3.surety agreements
4. cannot be completed within a year
5. agreements in contemplation of marriage |
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Term
| exceptions to statute of frauds |
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Definition
1. full performance : by the party claiming the benefit of the oral agreement
2.partial performance: where it is not otherwise possible or practical to restore the sat us quo or compensate the claimant for the value of his performance
3.equitable estoppel- if a misrepresentation has been made
4.promissory estoppel- if the promisor made a promise designed to induce the promisee, the promisee acted in reliance and the only way to avoid injustice is to enforce the promise (PE not available in IL for S/F especially employment) |
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