Law Outlines Contracts Outline
Contracts Outline with charts to illustrate how to approach different questions....
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Contracts Spring Outline
Questions:
Did the parties intend to contract?
Assent to contract
Was there mutual assent?
Assent to same terms
What is the operative offer?
Who is the offeror?
Who is the offeree?
Was there timely and effective acceptance?
Mirror image rule
2-207
Was assent compromised?
Duress
Misrepresentation
Unconscionability
What is required in the contract?
Parol Evidence
What terms do the contract include?
Interpretation
What do the terms mean?
Conditions
Good faith
Did the parties perform as required?
Interpretation
Breach
Partial and Substantial performance
If not, is there an excuse for non-performance?
Mistake
Impossibility
Impracticality
Frustration
If not, what are the damages for breach?
Damages
Stages of Agreement:
Negotiation
Agreement
Performance
Defining a Contract:
An agreement with specific terms between two or more persons or entities in which there is a promise to do something in return for a valuable benefit known as consideration
Mutual Assent
Where parties agree to the same thing in the same sense
Agree to contract
Agree to same material terms
Meeting of the minds
Intent to have an agreement
Objective standard, would a reasonable person think that there was an agreement?
Embry: employer instructed employee to keep working, objectively that indicates an agreement to extend the contract
The parties’ intentions are imputed from the reasonable meaning of the parties’ outward expression (TEST- words, actions, writing, circumstances)
Lucy (High as a Georgia Pine): subjectively joking was irrelevant, reasonable person would think napkin contract was valid (rewrote contract, wife signed, good price)
Restatement 20-2(b) party should be aware of other’s misunderstanding
Rebuttable Presumption
Party asserting contract has the burden of proving a contract rather than an unenforceable familial relationship
Morrow: son took care of mother, presumed gratuitous
Intended Meaning of the Terms
No fractions of a day, the entire day upon which a contract expires is open for compliance with it
Tilbert- man died day contract expired, but still eligible for benefits
2 Types of Mistakes (Are we making the buns?)
Does each party understand what they intend?
Does each party understand what the other intends?
Do they agree on the same terms?
If no to each of the above, there is a mistake and no mutual assent
UNLESS other party knows of mistake
Unilateral
One party makes a mistake about the terms of contract
Was there reliance? If so, can’t get out of contract even with mistake
Cargill- Restatement 20-2(b)- if mistake is reasonably relied in good faith on and acted upon it stands; 35k bushels of wheat v. 3500 reasonably relied because it was written; party should be aware of other’s misunderstanding
Mutual
Both parties are mistaken about the terms of the contract, if mutual mistake then, no contract
Material mistake, no mutual assent contract
Elements of Mutual Misunderstanding:
Mutual misunderstanding
About ambiguous and
Material terms
Terms you need in order to perform
Terms in a contract that are considered essential, they describe:
The goods
Fix the price
Quantity
Set delivery date
Restatement Second of Contracts 20-1(a)
Raffles v. Wichelhaus- parties were talking about two different ships contract
No contract because no mutual assent
Contract Despite Misunderstanding
If offeror knows that the offeree has misunderstood and takes no action to correct misunderstanding contract continues
Misunderstood meaning deemed to be part of the valid contract
Dickey- an answer of acceptance was all that was needed since offeror didn’t specify he wanted payment
20(2)(a) party aware of other’s misunderstanding
--------------------------------------------------Offer---------------------------------------------------
Definition
An expression by one party of her assent to be bound to certain definite terms, provided
A legally sufficient offer must contain:
The parties
The consideration
The terms including:
Time of performance
Place of performance
Mode of performance
The terms above must be:
Clear
Definite
Explicit and
Leave nothing to negotiate
Newspaper ads
Usually these are unilateral contracts that can be withdrawn without notice
Whether an ad is an offer or invitation depends on the legal intentions of the parties and the surrounding circumstances
An ad to the general public is binding if:
Facts show that some performance was promised in positive terms in return for something requested
Lefkowitz- ad only relevant to one person (first person to arrive), so one dollar mink scarf ad is a valid offer
Ask v. Offer
I am asking is not the same as I am offering
Look at the language of the document
Courteen
No offer, letters were general
Price Quotes
Price quotes are usually not an offer, but by examining surrounding circumstances it can constitute an offer
Southworth- price quote is an offer because letter had definite terms, they had spoken before, and only backed out because he didn’t want to get involved in the conflict between the neighbors
Has an offer been made?
Depends on the objective reasonableness of the alleged offeree’s beliefs that the advertisement or solicitation was intended as an offer
Reasonable offeree’s point of view
Leonard v. Pepsico, Inc.
Joke was clearly a joke no reasonable person would agree with plaintiff’s analysis of the commercial
Focus in on reasonableness of offeree’s belief that advertisement was an offer
-------------------------------------------------Acceptance--------------------------------------------
Last step in contract formation
Definition
Voluntary manifestation of assent to the terms of an offer made by offeree in a manner invited or required by offeror, thereby creating a contract
Must be in an overt manner
Terms and manner of...
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Contracts Outline with charts to illustrate how to approach different questions....
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