Elements of Contract
The Restatement (Second) of Contracts
1. Group of common law principles, with some innovations not in the common law, thatare useful in clarifying the majority principle.2. Very influential – while NOT a statute and binding on courts per se, some courts haveadopted portions to be their state’s common law.3. Originally published by Williston and Corbin.
Restatement (Second) § 1. Contract Defined
A contract is a promise or a set of promises for the breach of which the law gives aremedy, or the performance of which the law in some way recognizes as a duty.
Restatement (Second) § 2. Promise; Promisor; Promisee; Beneficiary
(1) A promise is a manifestation of intention to act or refrain from acting in a specifiedway, so made as to justify a promisee of which the law in some way recognizes as a duty.(2) The person manifesting the intention is the promisor.(3) The person to whom the manifestation is manifested is the promisee.(4) Where performance will benefit a person other than the promisee, that person is a beneficiary.
Restatement (Second) § 3. Agreement Defined; Bargain Defined
An agreement is a manifestation of mutual assent on the part of two or more persons. A bargain is an agreement to exchange promises or to exchange a promise for a performance or toexchange performances.
Restatement (Second) § 4. How a Promise May be Made
A promise may be stated in words either oral or written, or may be inferred wholly or partly from conduct.
The Uniform Commercial Code
1. Model statutes for states (adopted with minor variations in almost every one).2. UCC itself is not law, although state laws reference it, and courts cite as law.3. Article I – General Provisions; Article 2 – Sales – Transactions in Goods.
UCC § 1-103. Supplementary General Principles of Contract Law Applicable
Unless displaced by the particular provisions of this Act, the principles of law and equity,including the law merchant and the law relative to capacity to contract, principal and agent,estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other validating or invalidating clause shall supplement its provisions.
UCC § 2-102. Scope; Certain Security and Other Transactions Excluded from this Article
Unless the context so requires, the Article applies to transactions in
; it does NOTapply to any transaction which although in the form of an unconditional contract to sell or 3 of 50