1. Contract Law Jody Blanke, Professor
Computer Information Systems and Law
Mercer University, Atlanta

2. Contract Law As Private Law
Willing parties can agree to do most anything
Freedom of contract
“Meeting of the minds”

3. Private Law
Contract between Major League Baseball and the Players Association - Collective Bargaining Agreement (311 page PDF file)
“free agent”
“salary cap”
“luxury tax”
NHL (a league that used to play ice hockey in Canada and the U.S.)

4. Uniform Commercial Code
Poster child of uniform laws
Adopted in 49½ states
Very successful
Facilitates the ease of doing business
First place to look for “the law”
then, other state statutes
then, state case (common) law – safety net

5. Basic Requirements An agreement between the parties Consideration
Capacity
Legality

6. Agreement – The Offer Offeror must have intention to be bound by offer
e.g., kick the tire
Terms must be reasonably definite and certain
can be written, oral or implied
can come from prior dealings or usage of trade
Offer must be communicated to offeree
e.g., reward for lost dog

7. Figurative “Death” of an Offer
“Natural causes” – lapse of time
“Suicide” – revocation
“Murder” – rejection
Counteroffer = rejection + offer
“Execution” – by operation of law
change in law terminates offer

8. Literal Death of An Offer
The offeror dies
The offeree dies
Destruction of subject matter

9. Acceptance At common law – “mirror image rule”
UCC – more relaxed (and reasonable)
“battle of the forms”
Generally effective upon receipt
exception – “mailbox rule”

10. Bilateral and Unilateral Contracts
Bilateral – a promise for a promise
e.g., Joe promises to paint Bill’s house and Bill promises to pay Joe $1000
Unilateral – a promise for an act
e.g., Susan promises to pay $500 to the first person who scales the outside of the Business and Education Building
performance of the act is acceptance

11. Consideration Each party must provide something of value
Money, property, services, forebearance
e.g., Hamer v. Sidway – the “rich uncle” case
e.g., Jennings v. KSCS
Courts will not examine the adequacy of the consideration

12. Capacity Age – law protects minors Mental competency Intoxication
Voidable contract
Exception for necessaries
Mental competency
Void contract
Intoxication

13. Legality Contracts must have a legal purpose
cannot take out a “contract” for that noisy neighbor
cannot purchase a gram of cocaine
gambling?
e.g., Durado Beach Hotel v. Jernigan

14. Genuiness of Assent Duress – “gun to the head” Undue Influence Mistake
Unilateral – generally does not excuse performance
exception – if nonmistaken party knew of the mistake
Mutual – generally does excuse performance
no meeting of the minds

15. Third-Party Rights
Each party receives certain rights or benefits in a contract
Each party undertakes certain duties or obligations
Generally, rights can be assigned to third parties
Generally, duties can be delegated to third parties
exception – when performance depends upon personal skills

16. Statute of Frauds
“An oral contract is as legally valid as a written contract unless the law requires it to be in writing”
“…as good as…”
if executed before 100 clergy people of all faiths willing to come to court and testify

17. Must Be In Writing Contract to transfer an interest in real property
Contract that cannot be performed within 1 year
Contract to pay the debts of another
Contract made in contemplation of marriage
dowry agreement
prenuptial agreement
Contract for the sale of goods greater than $500
UCC drafters recommend increase to $5,000