LEGL 2700 1nd EditionExam # 2 Study Guide Contracts (Lecture 8)What are contracts?-Legally enforceable promise or exchange of promises-Key Element of enforceabilityoPromise- not enforceable o contract- enforceable-Written or spoken agreement that is enforceableWhat is the Sanctity of Contract?-Critical element in business transactions where you have to honor the contract because it has certain value-Ability for a party that has a contract to go to court if the other party isn’t honoringWhat is the scope of contracts?-very wide but has to be definite-we are allowed to contract for basic anything that isn't unlawful of that doesn’t violate public policyTypes of Contracts:oExpress contract- contract where the parties explicitly state the terms, vast majorities are in writing and done by businesses, don’t have to be in writingoImplied by Fact contract- when a contract is formed by mere actionsoImplied by Law contract- mistake or error with unjust enrichment where the law has a solution How to form a contract:1. Offer: a promise plus a demanda. Specific and definite promise and demandb. Dollar amount neededd. can be terminated:i. By provision: If it expires, the termsii. By time: expired by a reasonable lapse of time; ex concert is overiii. By rejection: rejecting the offer or counter offering;iv. By revocation: take it back, revoke cruelly before acceptancev. By destruction: content matter is destroyed, contract is voidvi. By illegal activity: if unlawful2. Acceptance: have to accept the same terms as when the offer is madea. Silence is not acceptanceb. Actions Implied by Fact like reaching in pocket and handing money is acceptancec. Mirror Image Rule- in order for a acceptance to be valid it has accept the offer on the offer's terms, to mirror the same offer that was originally maded. Mailbox Rule- timing of acceptance, the moment it is dispatched, whichever acceptance wasfirst whether it was received first or not3. Consideration: the exchange of legal benefit for legal detriment, exchange of value going in two directions, differentiates a contract from a gifa. Gif-Intend and Deliverb. Contract- is formed when we have all 5 of these elements at the same timec. Prior consideration does not count4. Capacity: parties have to be of legal age and have a sound mind5. Lawful Purpose – can’t be illegal or against public policyWhat are the limits of enforceability?-Unconscionable Contracts- so wrong or so unfair that it shocks the conscience-Contract of Adhesion- contract that one party doesn’t get an opportunity to review before they signed-Fraud-intentional misstatement of material fact that induces reliance's and causes injuryoFailure to disclose a material fact by omissionoMust be Intentional-Misrepresentation- misstatement without intent-Covenant- non compete meaning you can’t not leave our contract to go with someone else-Duress- threatening someone to sign a contract- Influence- someone misuses trust against you to force you to enter a contractWhat is the Statute of Frauds?- require certain contracts to be in writing in order to prevent fraud-If it is any of the things listed below then it must be in writing:-Real Estate-Security agreement-Sale of Goods over 500 dollars-Even if it is unlikely that a contract can be performed within a year, unless there is a milestone then it needs to be in writingWhat are the damages awarded through a breach of contract?-Specific Performance- court ordered remedy when subject matter of the contact is unique-Remedies- how courts fix damages, like monetary remedies-Compensatory Damages- monetary remedy, put the party in the place that the party would be if no breach had incurredTort Law (Lecture 9) What is Tort Law?- civil wrong or hurting someone other than a breach of contract- Wrong against a person or a wrong against a person's property- Negligence for doing somethingWhat are the types of Torts? Intentional torts-come from deliberate actions-About desire to bring about certain results-Can exist where results are substantially likely from a certain action-Examples:o Assault- putting someone in apprehension for their physical safety, basically threatening, don’t have to touch that personoBattery-actually involves touching, illegal touching of another, in this situation illegal means without justification or consent. Must be done in a harmful way, injury is not neededoIntentional Infliction of Emotional Distress-outrageous intentional conduct that causes a strong possibility of mental distress. Plaintiff has to prove emotional distress and physical symptoms of the distress, bar is highoDefamation- actual malice is requiredoFraud- intentional misgiving of factoInjurious Falsehood-publication of untrue statements about a good or service, plaintiff would have to show a falsity and actual damagesoIntentional interference with Contractual Relations- when you have a contract and an outside party induces one of those parties to breach then the nonbreaking party might have a claim against that outside partyNegligence tort-Caused by neglect instead of deliberate action-Key to negligence torts is the failure to use reasonable care -Involve unreasonable behavior that causes an injury-When someone had a duty to act reasonably but instead acts carelesslyoDuty of Care- duty to act reasonable, vague, factually and situational dependentoInaction-is when no action is taken place for a duty to help others avoid injury oUnreasonable Behavior- likelihood that a behavior will lead to an injury, oWillful and Wanton Negligence- acting in total disregard at the interest of others, ex drunk driving What are the 5 elements of Torts?1. Duty of Care-owing another person reasonable care, to avoid injuring others, arises out of conduct2. Unreasonable Behavior or "Breach of Duty"- judges decide whether the behavior could have led to the injurya. Willful and Wanton Negligence- extreme lack of care, allows an injured plaintiff to recover punitive and actual damages3. Causation in Fact- the failure must have caused some kind of injury and the plaintiff must have been to one to cause the injury; if both are at fault then it is "jointly and severally" liable4. Proximate Causation- legal cause, the proposition that those engaged are legally liable only for the foreseeable risk that they cause5. Actual Injury- some physical or emotional injury must be presentWhat are the Damages of Torts?