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Law School - Contracts Notes

Law School - Contracts Notes

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Published by KJ
Law school notes
Law school notes

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Published by: KJ on Sep 10, 2009
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Contract Final Outline
Mutual Assent….......................................................p. 2Offer & Acceptance in Unilateral K……………….p. 3U.C.C. Method of Assent…………………………. p. 3Consideration……………………………………….p.3-4Effect of Pre-Acceptance Reliance…………………p. 4Battle of the Forms…………………………………p. 4Postponed Bargaining………………………………p. 5Electronic Contracting……………………………...p. 5Promissory Estoppel………………………………...p. 6Statute of Frauds…………………………………….p. 7Interpretation………………………………………...p. 7Parol Evidence Rule…………………………………p. 8Implied Terms & Good Faith………………………..p. 9Minority & Mental Capacity………………................p. 10Duress & Undue Influence…………………………...p. 10Misrepresentation…………………………………….p. 11 Nondisclosure………………………………………...p. 11Unconscionability…………………………………….p. 12Public Policy………………………………………….p. 12Mistake……………………………………………….p. 13Changed Circumstances……………………………...p. 13Modification………………………………………….p. 13Express & Constructive Conditions………………….p. 14Expectation Damages………………………………..p. 14Restrictions on Recovery…………………………….p. 15Alternatives to Expectation Damages……………….p. 16General Themes……………………………………...p. 17
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 Mutual Assent 
Mutual assent info: According to objective theory of contracts, mutual assent is expressed by anexternal action taken by the party. In the law it doesn’t matter what the party’s intention was,only the external expression. Subjective intentions are difficult to read and may be misread;objective/external actions are a more solid basis for enforcing contracts between any given parties.
Offer
: A promise to exchange something or perform an action (or restrain from acting), that becomes binding when accepted by the offeree.
Acceptance
: Agreeing to the specified terms of an offer, resulting in formation of a bindingcontract. Acceptance must be communicated to be valid.
Objective Theory of Assent
: If assent is externally expressed towards a contract, that contractmust be upheld by the party regardless of the party’s intention. (Ray v. William G. Eurice &Bros.)Unilateral mistake: When only one party to a contract misunderstood some term. Not a basis for relief by rescission.
Rule
: There must be a
meeting of the minds
and a definite offer and acceptance between the parties for the contract to be enforceable. (
 Lonergan v. Scolnick 
.)-In common law, acceptance must be the mirror image of the offer. A change in terms creates acounteroffer that terminates other party’s original offer.-Person must state that original offer is still open if wishes it such.
Rule
: The main thing in interpreting an offer or acceptance is not what the contract-making partyintended the ad to mean, but what a reasonable person would have thought it meant.(paraphrasing Williston). (
 Izadi v. Machado Gus Ford Inc
.)
Rule
: Prospective buyer cannot accept a counteroffer after receiving notice of its revocation byaccepting the counteroffer within the time period given in the original offer. (Normile v. Miller).
Mailbox Rule
: Acceptance of an offer is valid upon being dispatched by the offeree, unlesscontract states that it’s not effective until received.-Revocation is effective only when it’s received by a party.-Offeror is the master of the offer—decides mode of communication for acceptance.Unauthorized acceptance is still valid when it is actually received by offeror.
Bilateral Contract
: Agreement in which both parties exchange promises with each other, andcontract becomes binding upon the exchange.-If one item is being sold but there are multiple potential buyers, the advertisement is aninvitation to an offer, not the offer itself.
2
 
Offer & Acceptance in Unilateral Contract 
Unilateral Contract
: Agreement in which one party gives a promise in exchange for the other  party’s performance. (Only one promise exchanged).-Beneficial to offeror since the offer can be accepted only by the performance he specifies.-Offeror can make a unilateral contract with many offerees and then choose which performance toaccept.-
Classical view
: offeror can revoke the contract at any time before offeree completes performance(outdated). Autonomy-focused view. (
 Petterson v. Pattberg 
).
Rule
: In an offer for a unilateral contract, the offeror may not revoke when the offeree hasalready accepted the offer by doing substantial performance. (Cook v. Coldwell Banker).-This is modern view, focusing on equity between parties. Courts wish to avoid injustice to theofferee who is vulnerable in a unilateral contract.Substantial performance: A party’s completion of all essential requirements in a contract.
U.C.C. Method of Assent 
Rule
: Under the U.C.C., a contract for purchasing goods is made orally even though it’s uncertainexactly when the contract was made and even if some terms are left open. This holds where theconduct of the parties suggests contract formation (even if their documents don’t).
 Harlow & Jones v. Advance Steel Co.
Consideration
Definition
: The value given by one party in exchange for a promise or performance by another  party.
Functions of legal formalities
:
 Evidentiary
: Formality shows evidence that the contract exists in case of dispute. (ex: writing;certification by notary)
Cautionary
: Formality prevents someone from committing himself thoughtlessly.
Channeling 
: Marks the enforceable promise, providing an external test of validity.
Bargain for Exchange Theory
: For there to be consideration in a contract, “the promise mustinduce the detriment and the detriment must induce the promise.” (p. 80).One party’s detriment must be the price of the promise and inducement for which it was made.Benefit/detriment test: Consideration is the benefit to the promisor or detriment to the promisee.(Outmoded).
Rule
: When one party chooses to waive its legal right to something at the request of another  party, this counts as consideration for a promise. (Hamer v. Sidway).
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