BUSA 2106 - LEGAL ENVIRONMENT: CONTRACTS Edwin K. PalmerContractsCONTRACT A legally enforceable agreement  Requisites: o Considerationo Capacityo LegalityContracts Bilateral Contract o A promise for a promise Unilateral Contract o A promise for an actContracts Express Contract o The intentions of the parties are fully and explicitly stated Implied Contractso The intentions of the parties are inferred based on words, conduct, history, circumstances and the like Quasi Contracts o “Equity” steps in to avoid unjust enrichmentContracts Valid Contracts Voidable Contracts Void Contracts Unenforceable ContractsContracts Negotiated Contracts o Offers, Counteroffers …. the fine art of “horse trading” Contracts of Adhesion o The antithesis of negotiated contracts. One party generally has superior bargaining power. Formal vs. Informal Contracts Executory vs. Executed ContractsContractsE-Contracts.. the latest in the world of contract law Online Offers Online Acceptances E-Signatures ... the variations state to state .. and the Federal protectionContractsDAMAGES Compensatory Nominal Punitive LiquidatedContractsAGREEMENT Offer o What was the intention of the parties?o Was there a “meeting of the minds’? Offer needs to beo Reasonably definiteo Communicatedo Not terminated o ... and how do you terminate the offer?ContractsACCEPTANCE Mirror image Mailbox ruleContractsCONSIDERATION Quid pro Quo – Something for Something o Something of Legal Valueo ... or Legal Detrimento Adequacy/Amount often irrelevant Pre-Existing Obligations/Modification of Contractso ... a thorny area Accord and Satisfactiono ... be careful, very careful Promissory Estoppelo All about detrimental relianceContractsVOID (ILLEGAL) CONTRACTS If a contract is illegal or against “public policy,” it is void Wagering agreements o ...and the Lottery? Licensing statuteso Regulatory vs. Revenue RaisingContractsRestrictive Covenants/Covenants Not to Compete Time/Geography/Reasonable need for protection “Blue penciling” ... and the variations state to stateContractsVOIDABLE CONTRACTS Most often about capacity or lack thereof o ... lack of reality of consent Minors Contractso ... except for necessaries  Mental Impairment Intoxication Sometimes voidable due to ... o Fraudo Unilateral Mistake vs. Bilateral Mistakeo DuressContractsCONTRACTS REQUIRING WRITING STATUE OF FRAUDSo Land (Equal Dignities Rule)o Contracts taking longer than one yearo Promises to pay the debts of anothero Pre-nuptial agreementso Sale of Goods in excess of $500.00ContractsDISCHARGE OF CONTRACT Condition Precedent Condition Subsequent  Condition Concurrent Substantial performance vs. Total performanceContractsREMEDIES Compensatory damages  Punitive damages Nominal damages Liquidated damages o .. let’s be sure and place this one in your contracts Equitable Remedieso Specific performanceo Injunctive relief Mitigation of