Law Outlines Contracts Outlines
This outline packet comprehensively explains one of the most difficult legal subjects. Topics include: offers, acceptance, interpreting terms, modifying contracts, parol evidence, performance, breach, and remedies. The outline includes UCC rules and caselaw, as well as rules from the Restatement. This packet also includes an outline of the E&E for contracts, as well as an outline for the bar exam (MBE and UBE). Everything you need to ace your exam!...
The following is a more accessible plain text extract of the PDF sample above, taken from our Contracts Outlines. Due to the challenges of extracting text from PDFs, it will have odd formatting:
The basics
Theory of Contract, Consideration, Reliance, Unilateral Ks, Modifications
BASIC
Contract is:
Promise in that the obligation is forward-looking
General requirements
Promise or expression of assent to obligation (most important)
Legal basis for enforcing the promise
In US: an expressed intent to undertake a legal obligation is neither necessary or sufficient for there to be a contract. Bargain does this work.
(sometimes) written evidence of the promise (usually only under Statute of Frauds)
Classical Theories
Contract as “private legislation” – someone voluntarily puts themselves under an obligation that a court/state will enforce
Forward-looking (promise)
Formal
Axiomatic
Deductive
Rigid: relied on objective, standardized, static, and binary rules
Predictability and certainty were valued over results of particular case (aspiration was that a man who had the money to hire a good lawyer could know with certainty the legal consequences of making a contract)
Explains all as a series of legal propositions that follow from the general proposition that equates contract with a promise given to reduce another to relinquish a legal right
Kirksey and Batsakis (bargain rules)
CONSIDERATION is a legal basis for enforcing promises. (the principal legal basis at common law) Is a proxy for intent to undertake a legal obligation.
Reasons for enforcing promises
(Gardner pg 4)
The injury (harm or reliance) idea (backward looking)
The bargain idea (forward looking)
Empowers promissor in voluntary obligation
The promise idea (forward looking)
Justifies enforcement in Dougherty and Schnell
Empowers promissor in voluntary obligation
Quasi-Contract (unjust enrichment) idea (backward looking)
Rawls: why are promises morally binding?
The value of the institution = enables cooperation.
emphasizes the bargain, harm/reliance, and unjust enrichment ideas.
Legal formality: requires that the choice of legal status be made using a specified form. Purposes:
Evidentiary – did the actor make this choice?
Cautionary – encouraging the actor to consider the choice
Channeling – telling the actor what to do to make the choice
Deterrent – preventing bad people from turning the actor’s choice to an undesirable end
No consideration in gratuitous promise
Dougherty v. Salt (pg 6): promise by Aunt Tillie to Charlie. Intent clear. Drafted on form.
A promise to make a gift, unsupported by consideration, is not legally binding.
Casting a promise to make a gift in the form of a legally binding promise, citing consideration, does not change this.
Tillie should have made a will, or put the money in a trust for Charley, or simply given Charley the money (he could give the money back to her to hold for him).
Schnell v. Nell (pg 14):
(Like Salt): generally not possible in US to bind oneself to a promise to make a gift by making the promise under seal or declaring the promise was given for consideration.
Reliance as an alternative to consideration
Equitable Estoppel (Estoppel in pais)
Definition: if A represents x to B, and B predictably relies upon x, then A may be estopped from denying x.
The misrepresentation…
May be innocent
Is usually of fact
Is usually explicit
Kirksey v. Kirksey (pg 24) – sell land your homesteading, move to my land. Not enforceable – mere gratuity. Consistent with bargain theory if we look at it as a conditional gift.
Like Hayes: no clear time/amount, no clear promise, unlikely d intended to undertake legal obligation
Like Feinberg: reliance based on poverty & having children
Promissory Estoppel
Feinberg v. Pfeifer Co. (pg 29) - accepted pension, which boss told her would apply whenever she quit (so the 2 years she worked after the offer were not consideration)
The doctrine of promissory estoppel: Restatement 2nd, Section 90: A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires.
equates consideration with bargain; reliance as an alternative basis = narrow concept of consideration
(rather than treating reliance as a form of consideration, as Missouri law does) = broad concept of consideration
DOES NOT REQUIRE DETRIMENTAL/HARMFUL RELIANCE
P only has to show the promise of a pension predictably induced her to change her position
Harm may bear on the discretionary factors of S90.
Note: question for the judge, not jury
Concerned with protecting autonomy: an actor has some responsibility to keep a promise that predictably induces another to alter his actions.
Although her disability occurred after payment stopped, she was too old to get another job. She also gave up salary of $400/month in return for pension of $200/month. Promise of pension for life induced P to give up add’l income that could have contributed to her retirement savings.
Hayes v. Plantations Steel (pg 34) – P announced retirement before pension arrangement. No clear promise of pension; P asked each year. If there was a promise, time and amount was never established.
Representation (retain the right to change plans) vs promise
Bargain Theory of Consideration
Advanced by Williston, adopted by Restatement
R2 § 71 equates consideration with bargain:
To constitute consideration, a performance or return promise must be bargained for.
A performance or return promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise.
Holmes’ “pithy” definition of a bargain: The root of the whole matter is the relation of reciprocal conventional inducement, each for the other, between consideration and promise.
§ 71, comment b echoes Holmes:
“In the typical bargain, the consideration and...
Buy the full version of these notes or essay plans and more in our Contracts Outlines.
This outline packet comprehensively explains one of the most difficult legal subjects. Topics include: offers, acceptance, interpreting terms, modifying contracts, parol evidence, performance, breach, and remedies. The outline includes UCC rules and caselaw, as well as rules from the Restatement. This packet also includes an outline of the E&E for contracts, as well as an outline for the bar exam (MBE and UBE). Everything you need to ace your exam!...
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