Presentation on theme: "CONTRACTS Chapter 10. Contract Law Contract Law Common Law –Judge-made law –Each state differs –There is uniformity about general contract principles."— Presentation transcript:
Contract Law Contract Law Common Law –Judge-made law –Each state differs –There is uniformity about general contract principles that run throughout most states laws English courts adopted rules from the law merchant that dates back centuries. UCC (next chapter) –Uniform Commercial Code –All States have adopted except Louisiana –Covers contracts for sale of goods Many countries rely on Code Law only for their contract law framework
Definition of a Contract nSir Wm. Blackstone: An agreement, upon sufficient consideration, to do or not to do a particular thing nModern definition--centers on a promise: A promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes a duty. nThe promise itself creates a manifestation of intent nContracts form legal relationships and duties between parties nNot all promises are enforceable contracts – must meet the requirements of a contract to create an enforceable promise
Express and Implied Contracts Express Contracts –Direct statement by the parties of the promises made –May be oral or written –All important terms are expressly stated between the parties Implied Contract –Actions and circumstances infer and define the terms of the contract –May be words, conduct, gestures –These contracts are implied at law
Elements of a Contract 1. An Agreement, through – –Offer –Acceptance 2. Consideration 3. Contractual Capacity 4. Legality 5. Genuine Consent 6. Writing –If necessary under the Statute of Frauds If all elements are present, the contract is generally termed valid
Element #1: The Agreement The Offer (Mutual Understanding Between Parties; Made by Offer and Acceptance ) The Offer –Creates the Offeror and Offeree –1. Manifestation of Intent Preliminary Negotiations vs. Intent to Offer –2. Definite –3. Communication Sometimes terms will be presumed i.e. mailed computer is packed properly Restatement (2 nd ) of Contracts: the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to the bargain is invited and will conclude it.
Terminating an Offer Revocation –Withdrawing of offer by the Offeror Rejection –By Offeree –Through lapse of time (Option Contracts are different) –Counteroffers are created by rejecting the original offer but keeping negotiations open by presenting new conditions – result is a counteroffer Operation of Law –Intervening Illegality –Destruction of subject matter –Death or insanity of offeror or offeree
Element #1: THE AGREEMENT The Acceptance The Acceptance –Expression of assent –1. Unconditional Must be a mirror image of the offer If conditions are added, they create a counteroffer –2. Unequivocal –3. Legally Communicated
Parker v. Glosson Douglas and Sandy Glosson offered to sell 36 acres, including truck shop, warehouse and office they owned jointly. Douglas Glosson and Parker agreed on the terms. The two men signed the agreement. Sandy Glosson refused to sign; deal fell through. Parker sued for breach of contract, requesting specific performance or damages. Trial court dismissed suit. Parker appealed.
Parker v. Glosson HELD: Affirmed. Contract must have mutual assent and meeting of the minds to be enforceable. Clause 13 of Agreement: this agreement shall become an enforceable contract when a fully executed copy has been communicated to both parties. (Buyer and Sellers) This language indicates sellers did not intend to sell (nor a buyer to buy) until ALL parties signed the agreement. At the top of the page, Sellers were both Douglas Glosson and Sandy Glosson. Sandy didnt sign; agreement was not fully executed. No contract.
Bilateral & Unilateral Contracts (As With Other Types, Create the Offeror & the Offeree) Bilateral Contracts 2 promises A promise in exchange for a promise Ex: I promise to pay you $250 to trim my trees; you promise to trim the trees. If promises are broken, there may be responsibility if losses are incurred. Unilateral Contract Only 1 promise A promise in exchange for a performance Ex: I promise to pay you $250 to trim my trees; you go out and do it. Once performance has been made, the other partys duty arises to fulfill his/her promise.
Element #2: Consideration (If consideration is absent, neither party may enforce the promise or agreement) Definition: Something of value or something bargained for in exchange for a promise This element keeps contract from being a gift Traditional Rule: Must create – –Legal detriment to the promisee OR –Legal benefit to the promisor –Actually the legal detriment and benefit usually occur at the same time
Adequacy of Consideration –Courts generally dont care –If a party bargains poorly, courts usually wont interfere. –Those who bargain take on the risk of their own errors. –There are exceptions such as fraud, duress, etc. –The main concern is an exchange of mutual promises and obligations by the parties. –See Caley v. Gulfstream Aerospace Corp.
Caley v. Gulfstream Aerospace Gulfstream adopted a dispute resolution policy (DRP); policy is only procedure to resolve disputes between Gulfstream and the employees. Mailed policy to employees. Policy said that DRP would begin in 2 weeks and would be a condition of continued employment. If an employee continued work, then she accepted the DRP. Group of employees sued, saying there was no contract and DRP could not be enforced. District Court held for Gulfstream. Employees appealed.
Caley v. Gulfstream Aerospace HELD: Affirmed. DRP is an offer and states it is a contract. Term of acceptance is continued employment by employees. Consideration is continued employment that Gulfstream could end otherwise. Acceptance can be through a promise or an act. Here the action of continuing employment = acceptance of the offer and a contract. Employees had a choice to 1) continue employment, thereby accepting DRP or 2) quit. There is bargained for consideration by mutual promises and obligations.
Enforceable Promises Without Consideration Promissory Estoppel or Detrimental Reliance –Doctrine to avoid injustice due to the promisee's reasonable reliance on the promisors promise. –Promisor is estopped (prevented) from denying a promise. –Equitable doctrine. –A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promissee... and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. Restatement (2 nd ) of Contracts –Courts dont impose the rule lightly. –Sometimes used in promises to charities, especially if organization relies on the donation to act in some way. e.g. beginning construction based on promises of charitable contribution.
Hinson v. N&W Construction Company N&W Construction prepared bid to submit to MJCC to build a facility. N&W received bids from subcontractors in preparing its bid to MJCC. Hinson quoted $92,000 as bid as plumbing sub; next lowest bid was $139,000. N&W used Hinsons bid to prepare its bid to MJCC. N&W was low bidder and awarded contract by MJCC. Contacted Hinson that it needed plumbing work to begin. Hinson failed to sign and return plumbing subcontract and refused to due the job. N&W then hired next lowest bidder; paid added $47,000 to get work done. N&W sued Hinson based on promissory estoppel. Trial court granted summary judgment to N&W, awarding $47,000. Hinson appealed. Continued
Hinson v. N&W Construction Company Ct. of Appeals held: Affirmed. Hinson admits he provided a quote. Also testified that he reviewed plans & specs for the building, and was satisfied with his quote of $92,000. Hinson refused to do the plumbing because, I just had a lot of other jobs going. Promissory estoppel arises when making of a promise, even though without consideration... that plaintiff (here N&W) relied upon. Refusal to enforce it would be virtually to sanction the perpetuation of fraud or would result in other injustice.
Element #3 Capacity Refers to the legal ability to create a contract Some have limited capacity to contract –Minors –Intoxicated persons –Insane persons If there is no capacity, the contract is void If there is partial capacity, the contract is voidable – may disaffirm
Void and Voidable Contracts Void: Contract does not exist at law –One of elements is missing – lacks a requirement of a contract –i.e. contract with a legally insane person –i.e. contract for an illegal subject matter –Courts wont accept disputes Voidable: One party to the contract has right to avoid legal obligation Is valid but capable of being voided by a circumstance –i.e. minors contracts –i.e. contracts with person under influence of drugs or alcohol –i.e. fraud by one of the parties
Minors Defined as a person under the legal age of majority Traditionally, the age of majority was 21 Now it is 18 years old in all states for most contracts Minors have partial capacity Contract is voidable Legal policy to protect the young from the results of their own folly General Rules –#1: Minors may disaffirm contracts at their option –#2: If a minor disaffirms a contract after receiving benefits, restitution must be paid for the benefit –Some contracts may not be disaffirmed, i.e. Enlistment contracts Marriage contracts Educational loans Insurance loans Medical care After reaching majority, the minor may ratify the contract
Element # 4: Legality If a contract is lacking legality, courts will not enforce it Subject Matter Must Be Lawful –Criminal activities; sale of prohibited drugs; gambling activities in some states Interest rates on loans that violate usury laws –Court may strike entire bargain as unenforceable or only a part that concerns illegal subject matter
Unenforceable Contracts Contract that courts will not enforce because of change in law –Ex: Company agrees to ship wheat to Iran. After shipment is at sea, U.S. government declares no U.S. firms may trade with Iran. –Result: unenforceable under U.S. law even if seen as legal in Iran
Legality & Contract Contrary to Public Policy (Unenforceable) Exculpatory Agreements (contracts written to escape liability) Unconscionable Agreements (unequal bargaining power) –Outcome is grossly unfair to an innocent party. Contracts in Restraint of Trade –Contracts that restrain trade or unreasonably restrict competition –Covenant not to compete may be restraint of trade unless Limited by time, territory and ancillary to the contract Different states differ on this subject –Covenants not to compete often used in sale of business or employment contracts & often legal.
DCS Sanitation Management v. Castillo DCS operates in 13 states. Cleans food processing plants, including Tyson Foods in Dakota City, Nebraska. Castillo and other employees signed noncompete agreements with DCS for one year following the date of termination of employment for any reason, I will not directly or indirectly engage in, or in any manner be concerned with or employed by any person, firm or corporation in competition with [DCS] or engage in providing contract cleaning services within a radius of 100 miles of any customer of [DCS].... DCS lost contract with Tyson to a competitor. Competitor hired Castillo and other former DCS employees to work with it, doing about the same work as before. DCS sued employees for breach of contract. District court held for Castillo. DSC appealed.
DCS Sanitation Management v. Castillo, cont. HELD: Affirmed. The Nebraska court will not reform an agreement to make it enforceable. Noncompete agreement is valid if 1) doesnt injure public; 2) is not greater than reasonably necessary to protect the employers interests; and 3) is not unduly harsh and oppressive to the employee. These noncompete agreements were overbroad and unenforceable. Breadth of agreements effectively put former employees out of work in an extensive region.
Element #5 Reality of Consent/Genuine Consent If consent is missing, there is no meeting of the minds –If there is unilateral mistake over a simple error, then contract usually avoided. (typo error - $20,000 instead of $200,000) Without this element, the contract is void or voidable (depending on the circumstances) –Fraud –Misrepresentation –Duress –Undue influence –Statutory Exceptions: Pressure by salesperson, i.e. Federal Trade Commissions Cooling-Off Rule re: door-to-door sales
Element #6 (Sometimes Needed) Contracts in Writing & The Statute of Frauds (1677) Contracts do not have to be in writing to be enforceable, HOWEVER Written contracts are always good as evidence of the agreement, MOREOVER Some contracts require a writing –Sale of land or interests in land –Contracts that cannot be performed (finished) within 1 year –Promise to pay the debt of another, including debts of an estate –Promises made in consideration of marriage
Sufficiency of the Writing and The Parol Evidence Rule Sufficiency of Writing –Writing must set out the material terms of contract –Names of parties –Consideration –Subject matter, etc. –Invoices, E-mails, sales orders, checks, confirmations may satisfy this requirement Parol Evidence Rule –Restricts use of oral evidence when contrary to terms of written contract. –Oral evidence cannot contradict, change or add terms to written contracts. –IF a written contract is incomplete, ambiguous, proves fraud, mistake, or misrepresentation, THEN –Oral evidence may explain the problems.
Deschamps v. Treasure State Trailer Court In 2003, Deschamps bought a mobile home trailer park in Great Falls, Montana from Rasmussen. Time payments. Rasmussen died. Estate inherited the asset. Deschamps found significant problems with parks water system. Required $400,000 in repairs. In 2006, Deschamps stopped making payments to the estate. Estate sued; Deschamps sued for contract breach/fraud. Deschamps contended Rasmussen said that water system was in good condition and that occupancy rate was higher than in fact it was. Trial Court held for estate, finding Deschamps claims were precluded by parol evidence rule. He appealed.
Deschamps v. Treasure State Trailer Court HELD: Affirmed. When language of contract is clear, look at the contract. Contract expressly stated that Deschamps did not rely on any oral assurances or representations by Rasmussen. Deschamps cannot now claim otherwise. He signed a contract prepared by his real estate agent containing a statement that Deschamps had not relied upon oral assurances by Rasmussen. Agreement stated –1) Rasmussen did not warrant propertys condition –2) Deschamps had right/duty to inspect property prior to purchase –3) Special disclaimer of reliance on Rasmussens assurances –4) Inspection was waived or satisfied –5) Clause in agreement said this was entire agreement and superseded any oral agreements –6) Agreement could only be amended by a writing
Performance Substantial Performance (Usually in good faith) –Usual remedy is the contract price minus damages resulting from lack of complete performance Material Breach –Performance substantially less than required –Damages now due to non-breaching party Executed Contract –Fully performed; nothing left undone –If you have fully performed, damages for the price of performance may be sought as a remedy Executory Contract –Not fully performed –If partial delivery of products, buyer need not pay total contract price
Discharge of Contracts (Terminating Contractual Obligations) Assignment (transfer of rights to another) or delegation (transfer of duties to another) Third-Party Beneficiary is one not part of original contract who acquires rights under the contract. Performance –Total performance = discharge and payment accordingly –Substantial performance: Usual remedy is the contract price minus damages resulting from lack of complete performance Discharge by breach (non-breaching party is discharged) –Material breach: Performance is substantially less than the contract provides –Anticipatory breach or repudiation: A party indicates inability or lack of desire to perform Discharge by Agreement of the Parties: rescission, novation, accord & satisfaction
Discharge by Impossibility –An unforeseeable, unanticipated event occurs that makes performance impossible One party dies or is incapacitated Law passed making performance illegal Subject matter of contract is totally destroyed –The impossibility doctrine has been extended to commercial impracticability or frustration (unforeseen event creates an extreme or unreasonable difficulty, expense, injury or loss) Wartime shortages Crop failures Loss of needed supplies due to sudden international embargoes Courts often expect at least part performance
REMEDIES REMEDIES Monetary Damages ($$) –Compensatory Damages –Actual Damages –Expectancy Damages –Liquidated Damages –Nominal Damages –Punitive Damages (only if there is tort related to breach of contract) –Special Damages Equitable Remedies –Specific Performance –Injunction –Restitution Mitigation of Damages –Injured party is required to make efforts to mitigate or lessen losses
Economic Loss Rule In breach of contract, if no tort involved, damages are only those related to economic losses suffered by the breach. 1. maintain fundamental distinction between tort and contract law 2. protect commercial parties freedom to allocate risks by contract 3. encourage the party best situated to assess the risk of economic loss Damages are only those related to lost profits and costs suffered due to the breach. Accounting evidence and specific calculations are necessary evidence to be presented. No punitive damages. (Parties often try to assert fraud, a tort, to try to get these damages.)
DeRosier v. Utility Systems of America DeRosier owned land on a hillside. Before house could be built, lot needed to be filled with dirt. Asked Utility Systems of America (USA), working on nearby construction, if it would dump some excess fill dirt on his lot. USA saved money doing this instead of hauling the dirt away. DeRosier obtained permit from city to allow 1,500 cubic yards of fill to be dumped on his property. Gave permit to USA. Later Rosier found USA dumped 6,500 cu. yd., so 5,000 cu. yd. had to be removed since permit was violated. USA denied responsibility; offered to remove the excess for $9,500. DeRosier sued. Trial Court granted $22,829 damages to pay another company to remove the dirt. Awarded him $8,000 in consequential for delay damages for time lost in constructing new house. USA appealed, saying DeRosier failed to mitigate damages by not having USA move the dirt for only $9,500 rather than pay $22,829.
DeRosier v. Utility Systems of America Special or consequential damages flow naturally from the breach, but are not recoverable unless they are reasonably foreseeable by parties at time of breach. HELD: District Court erred in awarding DeRosier $8,000 in consequential damages as not building house right now. HELD: District court had sufficient basis for calculating and granting $22,829 in general damages. HELD regarding DeRosiers duty to mitigate: Non- breaching DeRosier could decline the offer of USA to remove dirt for $9,500. Did not unreasonably reject USAs offer since he thought it their duty to remove, so did not fail to mitigate his general damages. Reversed in part; affirmed in part.
Quasi Contract (Also called quantum meruit) Quasi (means almost) – not a true contract Legal concept used by courts to prevent injustice Courts apply this classification in equity (out of a sense of fairness) to give relief to innocent parties Example: You watch as a crew (in good faith) comes to your house and paves your driveway. Do you have to pay the bill when it is sent to you? Yes (at least in part) under quasi contract.
Scheerer v. Fisher Scheerer, a real estate agent helped Fisher arrange to buy commercial real estate. Price was $20 million. Seller & Fisher each promised Scheerer 2% commission. Deal fell apart. Fisher formed new company, and had 3 rd party, Antonio, buy the property & then sell it to Fishers new company. Scheerer learned of deal (got no commission from sale) and sued for breach of contract on quantum meruit. Trial Court held no contract or basis of payment. Appeal HELD: Reversed. Defendants took action to deny Scheerer compensation for services rendered. Although original contract failed, law implies a promise to pay some reasonable compensation for services rendered. Allegations state a valid quantum meruit claim.