CONTRACTS Contracts legally enforceable agreement Subset specialty type of agreement Ex pre post nuptual agreements social illegal agreements aren t legally enforceable essentials of contracts 1 agreement manifestation of mutual assent the objective theory of contracts meeting of the minds 2 obligation legal duty types of contracts 1 express agreement manifested in words oral or written ex leases 2 implied agreement manifested by conduct ex dental appointment with cavity filling then bill later all the terms of the contract are implicitly reasonable 3 unilateral promise for an act promise to do something for you if you do something for me ex reward for finding lost dog want act done then pay 4 bilateral promise for a promise promise to do something for you if you promise to do something for me 5 executor not yet performed 6 executed completely performed element of a valid contract 1 mutual assent offer acceptance 2 consideration the bargain for exchange MUST be and exchange and MUST be bargained for 3 capacity 4 legality assume when make you have capacity old enough sane enough sober enough the 3 I s for opposite aka lack of capacity ESSENTIAL ELEMENTS OF AN OFFER 1 a promise t render a stated performance in return for the requested counter performance promissory language requirement I promise I will obligation to effect of equivocal language I m thinking about considering offer must be specific show obligation 3 promise must be communicated under circumstances which manifest present serious contractual intent 2 essential terms must be certain avoid ambiguous language a TWO PART requirement ex with the bar will pay 5 per year for the period between now and year of event on shirt trying to do it to promote Woodstock 55 guy comes in with magna carta shirt which would be 3825 bar says just kidding but don t necessarily have to have a formal set of words if the statement seems true TERMINTION OF AN OFFER 1 expiration of time specified if actually set one ex offer ends in 10 days if no time specified the offer terminates after a reasonable time based on totality of circumstances subject matter price fluctuation needs to be specific ex borders coupon 2 rejection express refusal no counter offer conditional acceptance AKA ways to say no from oferee POV person offered to rejection is effective when received by an offeror 3 revocation offer is revocable at any time before acceptance once accepted cant but until then can revocation is effective when received by offeree doesn t sound fair you re giving your word then taking it back 4 death insanity of oferror or offeree 5 supervening illegality a law is enacted making the offer illegal ex no longer trading with a certain country 6 destruction of subject matter ex hurricane destroys boat being sold OPTION CONTRACT a contract that includes a choice give an offer and any time up till date the buyer cans ay yes or no ex win offer in an auction bid 1k on cant just assume that was partial payment need to be clear if decide to purchase the 1k can go toward it but if not the seller keeps it ACCEPTANCE Second element of a valid contract 1 who may accept offer only party to whom offer made when make t public first person to accept has the right 2 conformity acceptance must conform to offer mirror image rule 3 conduct as acceptance cashing depositing check can be viewed as accepting an offer as long as it s a compromise acceptance of document implies acceptance of terms on the document view s a compromise vs partial payment ex plane tickets 4 silence doesn t generally constitute acceptance unsolicited merchandise are viewed as gifts REALITY OF CONSENT 1 2 central issue was acceptance of K offer real and voluntary aka as there REAL consent consent may be vitiated by AKA to render null and void looks like a contract but really not one misrepresentation misstatement or omission of material fact justifiably relied upon causing injury tell you something not true causing injury ex whitneys dad fraud intentional misrepresentation duress wrongful threat or ac which forces a person into K undue influence unfair advantage taken by superior party in a fiduciary relationship ex parent child or dr patient mistake 5th method of getting out of contract cus rendered null void mutual mistake of fact remedy available if both parties make a mistake then have right to a remedy unilateral no remedy Exception mistake s so large that other party knew should have known of mistake EX 1 milk with school made deal for 100k but then milk says should be 110k they made a mistake no must keep 100k contract BUT if accidentally put 10k not 100k and made deal school should have known a mistake was made and they would have to fix contract 2 deal with 1k acre but they didn t know how many acres so hired someone to find out person fund out but miscounted but since they BOTH hired agreed they had to compensate and send more for purchase of land 3 a K induced by misrepresentation fraud duress undue influence or mistake is voidable at the election of the injured party remedy of restriction return to status quo ante status quo ante position parties in prior to the making the contract EX jewelry store sells gem person B even though very expensive cus gets I fight with his gf but when gives it she notices its fake so takes it back ring returned to each party rescission must be seasonable within a reasonable time oce notice have been frauded not once buy it AKA what can do if have been misrepresented are a victims by any of above items must make choice elect to get out of contract BESETT CZERWINSKI v BASNETT BASNETT first group seeks review of the district courts decision in 2nd groups case where found that fraudulent misrepresentation complaint stated a cause of action even though the plaintiffs failed to allege that they had investigated the truth of the defenders misrepresentations basnetts wanted to move conn fl seller gave misrepresentation of land size realized this was intentional misrepresentation 4 things misrep actual 5 5 acres 1 44 88k revenue much lower new roof old leaking expansion potential no potential have right to rescission aka return to status quo ante court didn t really have a remedy this was a business transaction so they should ve thoroughly checked aka exercised DUE DILIGENCE do work and find out all info need want using records etc person guilty of fraud shouldn t be permitted to use the law as his shield nor should the law encourage negligence However when the
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