Welcome to Scribd, the world's digital library. Read, publish, and share books and documents. See more
Download
Standard view
Full view
of .
Look up keyword
Like this
6Activity
0 of .
Results for:
No results containing your search query
P. 1
Contracts Haagen Spring 2012 Outline

Contracts Haagen Spring 2012 Outline

Ratings: (0)|Views: 338|Likes:
Published by freedukeoutlines

More info:

Categories:Types, Business/Law
Published by: freedukeoutlines on Jun 18, 2012
Copyright:Attribution Non-commercial

Availability:

Read on Scribd mobile: iPhone, iPad and Android.
download as DOCX, PDF, TXT or read online from Scribd
See more
See less

11/05/2014

pdf

text

original

 
1
 
Promise
 
Definition: commitment made to the promisee to act or refrain from acting in a specifiedway (RS 2
nd
, 1)
 
Express contract: in words, implied: inferred from conduct
 
There can be no contract without the intention of both parties to be bound (orconsideration)
 – 
will be seen as gift
 
If party confers measurable benefit upon another without intent to act gratuitously andaffords reasonable opportunity to reject benefit or has reasonable excuse for failing to doso
 – 
entitled to restitution
 
Parti
es to a valid contract are bound by its term, regardless of whether it’s a good/bad
bargain
 
Consideration
 
Adequacy
 
 
Common law: Either a benefit to the promisee or a detriment to the promisor
 
RS 2
nd
71:
o
 
To constitute consideration, a performance or a return promise must be bargainedfor
o
 
A performance or return promise is bargained for if it is sought by the promisor inexchange for his promise and is given by the promisee in exchange for thatpromise
o
 
The performance may consist of (a) an act other than a promise or (b) aforbearance, or (c) the creation, modification, or destruction of a legal relation
o
 
The performance or return promise may be given to the promisor or to some otherperson; it may be given by the promisee or by some other person
 
Unilateral contracts: promise on one side as consideration, in exchange forperformance/forbearance on the other side
 
Bilateral contract: promises on both sides of the exchange
 
Reliance and change in position based on another’s promise
becomes consideration
 – 
 forbearance
 
There is no requirement of equivalence in values exchanged (RS 2
nd
79(b); can howeverclaim no consideration
o
 
Enough that buyer agrees that consideration has value
 – 
 
doesn’t need to be
novel
 
Forbearance to assert an invalid claim may serve as consideration if the parties at the timebelieved in good faith that the claim was valid (RS 2
nd
74(1)(b))
o
 
Policy of encouraging settlement
 
Consideration which is only token or nominal is not sufficient
 
Pre-existing duty
 
The performance or promise to perform a pre-existing duty does not constitute validconsideration (UCC 1-107) -> exceptions through adding condition(s)
 
Performance of a legal duty neither doubtful nor the subject of honest dispute is notconsideration (RS 2
nd
73)
 
Contract modifications
 
An agreement modifying a contract needs no consideration to be binding (UCC 2-209(1))
 
2
 
Modifications enforced if the parties voluntarily agree and if (1) the promise modifyingthe original contract was made before the contract was fully performed on either side, (2)the underlying circumstances which prompted the modification were unanticipated by theparties, and (3) the modification is fair and equitable (RS 2
nd
, 89(a))
o
 
Prevents one party from taking advantage of necessities of other
 
A party may modify a contract if the modification is the result of some factor that wouldcause an ordinary merchant to seek a modification
and 
the reason is legitimate + notpretextual (UCC 2-209)
o
 
Important factor: increased costs, operating at loss
 
Mutuality of obligation
 
In a bilateral agreement, if there is no mutuality of obligation
 – 
no consideration
 
If one party has a free way out, contract lacks mutuality
 
A promise given for a promise dependent upon a condition does not necessarily render itillusory or contract unenforceable
 
Moral obligation
 
Moral obligation is insufficient consideration for a promise
 
Exception: material benefit rule
 – 
moral obligation is sufficient consideration to support asubsequent promise where the promisor has received a material benefit and promiseereasonably expected to be compensated
 
 
RS 2
nd
86:
o
 
(1) A promise made in recognition of a benefit previously received by thepromisor from the promisee is binding to the extent necessary to prevent injustice
o
 
(2) A promise is not binding if (a) the promisee conferred the benefit as a gift orfor other reasons the promisor has not been unjustly enriched, or (b) to the extentthat its value is disproportionate to the benefit
 
RS 2
nd
82(1):
o
 
A promise to pay all or part of an antecedent contractual debt owed by thepromisor is binding if the debt is still enforceable or would be except for theeffect of a statute of limitations
 
 
Promissory estoppel
 
Idea that one might be barred from claiming lack of consideration by conduct which leadsanother to act in reasonable reliance
 
 
RS 2
nd
90
 
o
 
(1) A promise which the promisor should reasonably expect to induce action orforbearance on the part of the promisee/third person and which does induce suchaction/forbearance is binding if injustice can be avoided only by enforcement of the promise
 – 
may be limited as justice requires
 
o
 
(2) A charitable subscription is binding without proof that the promise inducedaction or forbearance
 – 
promises to charities
 
Importance of these institutions to society
 
 
Full value of promise enforced, as well as change in consumption preferences
 
 
Onus/focus on the person making the promise
 – 
what he expects to result
 
 
Limited to cases where reliance on promise brought about substantial changed condition
 
 
Promissory estoppel does not apply where there is an express contract and considerationis not lacking
 – 
 
not for “second bite at apple”
 
 
3
 
Statute of Frauds
 
Requires some contracts to be in writing
 – 
reduces fraudulent assertions of promise, butcan exacerbate fraudulent denials -> benefits promisor
 
 
If agreement reached + written down -> writing destroyed, SOF does not apply. Can useoral evidence to establish existence of contract
 
 
If only one party signs, the other party may enforce the contract against him but not viceversa
 – 
violence to mutuality of obligation
 
UCC 2-201
 – 
sale of goods
 
o
 
(1) A contract for the sale of goods for the price of $5,000 or more is notenforceable unless there is some record sufficient to indicate that a contract forsale has been made between the parties and signed by the party against whichenforcement is sought or by the party's authorized agent or broker. A record isnot insufficient because it omits or incorrectly states a term agreed upon but thecontract is not enforceable under this subsection beyond the quantity of goodsshown in the record.
 
o
 
(3) A contract that does not satisfy the requirements of subsection (1) but whichis valid in other respects is enforceable (exceptions):
 
 
(a) if the goods are to be specially manufactured for the buyer and are notsuitable for sale to others in the ordinary course of the seller's business andthe seller, before notice of repudiation is received and under circumstancesthat reasonably indicate that the goods are for the buyer, has made either asubstantial beginning of their manufacture or commitments for theirprocurement;
 
 
(b) if the party against which enforcement is sought admits in the party'spleading, or in the party's testimony or otherwise under oath that a contractfor sale was made, but the contract is not enforceable under this paragraphbeyond the quantity of goods admitted; or
 
 
(c) with respect to goods for which payment has been made and acceptedor which have been received and accepted
o
 
(4) A contract that is enforceable under this section is not unenforceable merelybecause it is not capable of being performed within one year or any other periodafter its making.
 
One year limitation
 
 
RS 2
nd
130:
 
(1) where any promise in a contract cannot be fully performed within a year from thetime the contract is made, all promises in the contract are within the Statute of Fraudsuntil one party to the contract completes his performance
 
(2) when one party to a contract has completed his performance, the one-year provisionof the Statute does not prevent enforcement of the promises of other parties
o
 
Unenforceable unless performance is possible within a year of creation
o
 
Construed very narrowly to void as few oral contracts as possible
 
Oral agreement to convey land 
 
RS 2
nd
125(1): a promise to transfer to any person any interest in land is within SOF
 
 
RS 2
nd
129: a contract for the transfer of an interest in land may be specifically enforcednotwithstanding failure to comply with SOF if it is established that the party seekingenforcement, in reasonable reliance on the contract and on the continuing assent of the

Activity (6)

You've already reviewed this. Edit your review.
1 thousand reads
1 hundred reads
Chris Boone liked this
Chris Boone liked this
Chris Boone liked this

You're Reading a Free Preview

Download
scribd
/*********** DO NOT ALTER ANYTHING BELOW THIS LINE ! ************/ var s_code=s.t();if(s_code)document.write(s_code)//-->