CONTRACTS:Contracts: legally enforceable agreementSubset/specialty type of agreement Ex) pre/post nuptual agreements*social & illegal agreements aren’t legally enforceable -essentials of contracts: 1. agreement- manifestation of mutual assentthe 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) leases2. 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 actpromise 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 me5. executor- not yet performed6. 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 for3. capacity *assume when make you have capacity- old enough/sane enough/sober enough (the 3 “I’s” for opposite aka lack of capacity) 4. legalityESSENTIAL 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 2. essential terms must be certain-avoid ambiguous language 3. promise must be communicated under circumstances which manifest present serious contractual intent*a TWO PART requirementex) 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 matterex) hurricane destroys boat being soldOPTION 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 contract1. 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. central issue-was acceptance of K offer real and voluntary aka as there REAL consent2. 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/voidmutual 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 antestatus 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 actual5.5 acres 1.4488k revenue much lowernew roof
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