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Contracts I Outline

Law Outlines > Contracts I Outlines

This is an extract of our Contracts I document, which we sell as part of our Contracts I Outlines collection written by the top tier of Thomas Jefferson School Of Law students.

The following is a more accessble plain text extract of the PDF sample above, taken from our Contracts I Outlines. Due to the challenges of extracting text from PDFs, it will have odd formatting:

CONTRACTS FINAL OUTLINE Contract Law

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K is a set of promises The breach of which the court will give a remedy Purpose of K law is to allocate risk &
Give the parties a forum where K's can be formed "One who signs a contract with capacity and without fraud, is bound by its terms, whether he read it or not."

Common Law (Judge-Made)

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Offer, acceptance, consideration TRADITIONAL FORMATION OFFER

* Manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain and will conclude it

* Intent to be immediately bound through bargain

* Offeror is the master of the offer

* Creates the power of acceptance w/out further negotiation

* Offers which have not stated an expiration date are open for a reasonable amount of time

* "Last shot" rule

* Buyer is deemed to have accepted the seller's counter-offer if he took receipt of the goods and paid for them without objection HARD TO FORM

* No gifts

* No change of terms

* If the offeree changes any of the terms, it's considered rejected and a counteroffer has been made

* Cannot resurrect original offer w/out original offeror's consent

* Response to price quote is not enough

* Ambiguity in the offer: o Domestic
? Presume NO INTENT TO BE BOUND
? Look for a more specific offer o Commercial
? Presume INTENT TO BE BOUND

* Look for words of commitment VOID FOR VAGUENESS

* Vagueness of expression, indefiniteness and uncertainty as to any of the essential terms of an agreement, have often been held to prevent the creation of an enforceable contract

* Ambiguous documents are strictly construed against the drafter

* Essential terms must be determined - mutual assent

o Parties o Subject matter o Time for performance, and price OBJECTIVE TEST USUALLY

* What an objective, reasonable person in the position of the other party would conclude that his objective manifestations of intent meant

* If it is clear that an offer was not serious, then no offer has been made

* Jokes, Jest, and Bluffs normally are not an offer

* But if a reasonable person would think the joke is serious, it can be enforced SUBJECTIVE TEST SOMETIMES

* In the minds of the parties

* Defendant has the right to decide if they are satisfied

* Where parties deliberately enter into an agreement which violates no public policy, and which is free from all taint of fraud or mistake, there is no hardship in holding them bound by it

* Standard of Good Faith o Aesthetics, fancy, or personal taste CONDITIONS CAN BE INVOLVED

* A condition precedent is a fact or event which the parties intend must exist or take place before there is a right to performance.

* Promise v. Condition o Failure to perform a promise is a breach of contract o Non-occurrence of a condition discharges a pending duty o Covenants - promises the parties make o Conditions - events that must occur before the promises must be kept CONDITIONS CAN BE WAIVED

* If a party waives a condition repeatedly

* They cannot complain if they are held to have waived it when they seek to defend against that condition BILATERAL K

* K in which both sides make promises

* Promise for a promise UNILATERAL K

* Promise for performance

* Exchange of the offeror's promise for the offeree's act

* Acceptance begins when the offeree starts to perform the act IMPLIED IN FACT

* The surrounding circumstances, including the conduct and declarations of the parties, make it inferable that the contract exists

* Matter of tacit understanding

* Plaintiff must demonstrate the circumstances surrounding the parties' transaction make it reasonably certain that an agreement was intended

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Express contracts o Assent to the terms of the contract is actually expressed in the form of offer and acceptance

ADS - INVITATIONS

* Most ads in mass media are not offers to sell b/c they do not contain sufficient words of commitment to sell

* Ads are an invitation for an offer

* Unless the facts show that some performance was promised in positive terms in return for something requested

* An advertiser has the right at any time before acceptance to modify his offer

* He does not have the right, after acceptance, to impose new or arbitrary conditions not contained in the published offer ACCEPTANCE

* Willingness to be bound to offer

* Voluntary act by an offeree whereby he exercises the power given to him by the offeror

* May only be accepted by a person in whom the offeror intended to create power of acceptance

* Offeree must know of the offer in order to accept

* Rewards o If reward is offered for a particular act, o Person who does act w/out knowing about the reward, o Cannot claim it

* Unilateral K o Performance is acceptance

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Ways in which the offeree's power of acceptance may be terminated: o Rejection or counter offer o Lapse of time o Revocation by the offeror o Death or incapacity of the offeror or the offeree MIRROR IMAGE

* Acceptance which is equivocal

* Offeree's response operates as an acceptance only if it is the precise mirror image of the offer

* If the response conflicts at all with the terms of the offer, or adds new terms, it is a rejection, and a counteroffer, not acceptance MAILBOX RULE

* Once an acceptance was dispatched, it was binding on the offeror if the latter failed to specifically require a different medium for response

* Once the offeree mails the acceptance, they cannot then reject the offer and avoid the contract - even if the rejection was received by the offeror first

* An offeror who received the rejection first, w/out knowledge of the slow-moving acceptance, and sold the goods to another based on that rejection, may have a

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