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Quote of the Day “The whole duty of government is to prevent crime and to preserve contracts.” Lord Melbourne, British Prime Minister
The Purpose of a Contract Contracts exist to make business matters more predictable. Judicial Activism vs. Judicial Restraint Judicial restraint makes the law less flexible but more predictable. Judicial activism makes the law more flexible but less predictable.
Elements of a Contract Agreement One party must make a valid offer, and the other party must accept it Consideration There has to be bargaining that leads to an exchange between the parties. Legality The contract must be for a lawful purpose. Capacity The parties must be adults of sound mind.
Contracts Definition A promise that the law will enforce. Development of Contract Law Common law once required all contracts to be in writing, with a seal affixed. Later, some payment was required before a contract could be enforced. Mutual promises became enforceable in the 1600’s. By the 1900’s, courts began to consider the fairness of contracts before enforcing them.
Types of Contracts (or Agreements) Bilateral and Unilateral Contracts Bilateral: both parties make a promise. Unilateral: one party makes a promise that the other party can accept only by doing something. Bilateral vs. UnilateralExpress vs. ImpliedExecutory vs. Executed Valid vs. Unenforceable vs. Voidable vs. Void
Types of Contracts (cont’d) Express and Implied Contracts Express: the two parties explicitly state all important terms of their agreement. Implied: the words and conduct indicate that the parties intended an agreement. Executory and Executed Contracts Executory: when one or more parties has not fulfilled its obligations. Executed: when all parties have fulfilled their obligations.
Types of Contracts (cont’d) Valid, Unenforceable, Voidable, and Void Agreements Valid: satisfies the law’s requirements. Unenforceable: when the parties intend to form a valid bargain but some rule of law prevents enforcement. Voidable: when the law permits one party to terminate the agreement. Void: one that neither party can enforce, usually because the purpose is illegal or one of the parties had no legal authority.
Promissory Estoppel Even when there is no contract, a plaintiff may use promissory estoppel to enforce the defendant’s promise if he can show that: The defendant made a promise knowing that the plaintiff would likely rely on it. The plaintiff did rely on the promise; and The only way to avoid injustice is to enforce the promise.
Quasi-contract Even when there is no contract, a court may use quasi-contract to compensate a plaintiff who can show that: He gave some benefit to the defendant. He reasonably expected to be paid for the benefit and the defendant knew this; and The defendant would be unjustly enriched if she did not pay. The damages awarded are called quantum meruit, meaning that the plaintiff gets “as much as he deserved.”
Sources of Contract Law Common Law Uniform Commercial Code UCC Article 2 governs the sale of goods. “Goods” means anything moveable, except for money, securities, and certain legal rights. In a mixed contract, Article 2 governs only if the primary purpose was the sale of goods. Restatement (Second) of Contracts
“If you understand the contract issues that courts scrutinize, the agreement you draft is likelier to be enforced. You thus achieve greater control over your affairs -- the very purpose of a contract.” “If you understand the contract issues that courts scrutinize, the agreement you draft is likelier to be enforced. You thus achieve greater control over your affairs -- the very purpose of a contract.”
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