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UNCW BLA 361 - Contracts

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1Contracts — Part BCreated by Pamela S. Evers, Assoc. Prof., UNCW, for Educational Purposes © 2001 (w/updates)CONTRACT FORMULACLPOAGAC = CONTRACTCapacity & Lawful PurposeOffer & AcceptanceGenuine Assent & Consideration3Clearly, Live People On A Gate Are CrazyCute Little Penguins Often Attack Giant Arctic CatsBreach of Contract• To state a claim of breach of contract, the plaintiff must establish 1) the formation of a contract between the plaintiff and defendant, 2) performance by the plaintiff, 3) failure by the defendant to perform, and 4) resulting damages.Genuine Assent• Contract may be unenforceable if the parties have not genuinely assented to its terms because of :– Mistake – Misrepresentation– Undue Influence– DuressUnilateral Mistake• One party mistaken as to some material fact • Unilateral mistake alters effect of contract if– other party to contract knows or should have known that a mistake of fact was made and benefits from the mistake– mistake due to inadvertent mathematical error in addition, summation, subtraction, division, or multiplicationBilateral Mistake• If mutual mistake as to some material fact :– contract can be rescinded by either party or voided by both•e.g., Dept. Store ordered 100 Dior white leather suits and Dior sent 100 black leather suits– but, mistake of value is not sufficient to avoid contract•Morgana thought the antique painting was worth $1,000 and wanted to return it because it was worth only the $50 she paidMisrepresentation: 2 Types• Negligent misrepresentation: – may affect contract depending on the state and the circumstances• Intentional misrepresentation (fraud): – intent to deceive and reliance required– contract voidable by innocent party– misrepresentation of law, future facts, and statements of opinion aren’t fraud, unless person is an expert• May be express or implied (including silence)Rodi v. Southern New England School of Law•Facts: – 1997: Rodi went to Southern New England School of Law (SNESL) which claimed that ABA accreditation committee recommended SNESL for “provisional accreditation”•Catalogue had disclaimer about accreditation – Same disclaimer as is currently on their webpage– Rodi intended to take New Jersey bar exam and the law requires bar applicants to hold law degrees from ABA accredited law schools•Accreditation critically important to RodiRodi v. Southern New England School of Law•Facts: – ABA denied accreditation during Rodi’s first year; Dean urged Rodi to remain– Rodi graduated, SNESL remained unaccredited, and Rodiwas ineligible to sit for the New Jersey bar examination– Rodi filed suit against SNESL and others alleging fraudulent misrepresentation– Court granted SNESL motion to dismissRodi v. Southern New England School of Law•Issue and Legal Reasoning:– Had Rodi failed to state a claim? – Despite catalogue disclaimer, if SNESL representatives knew of non-accreditation probability, then positive statements about the likelihood of SNESL’s accreditation were actionably misleading– Reversed and remanded in favor of Rodi– Law school website (1/7/09) states: “The Law School makes no representation to any applicant that it will be approved by the American Bar Association prior to the graduation of any matriculating student.”Pressure to Contract• Claims of pressure are fact dependent:– Undue influence possible in relationships in which one party in a confidential relationship dominates the other; if undue influence proven, the contract is voidable – Duress (physical or economic) must be serious to void a contract, but may occur if party enters contract to avoid illegal threatened danger; however, hard bargains or statement of legal remedies do not constitute duress– Adhesion contracts (“take it or leave it” offers where bargaining is not really “arms length”) generally are not voidable merely because it benefits one party moreThought Question• Your landlord tells you that you will be evicted from your apartment or your rent must increase by $75 per month because your neighbors complain about your dog. If you agree to the increase, would the contract be void or voidable under the theory of duress?15SPECIAL DOCTRINES The Statute of Frauds & The Parol Evidence RuleThe Statute of Frauds• To be enforceable, the following contracts must be in writing and signed: – Contracts involving interest in land– Contracts subject to “One year rule”– Collateral or Secondary Contracts– Promise made in consideration of marriage– Contracts for the sale of goods priced at $500 or moreThe One-Year Rule• A contract that cannot, by its own terms, be performed within one year from the date it was formed must be in writing to be enforceable– Test: Whether performance is possible (even though unlikely) within one yearWaiting for contract performance• The Convention on the International Sale of Goods does not require that a contract be in writing to be enforceable– A contract need not take any particular form, and can be proven by any meansThe CISG & a WritingCyberlaw• Electronic Signatures in Global and National Commerce Act (E-Sign) of 2000 provides that in interstate commerce transactions, an electronic signature has the same legal effect as a handwritten signature, and an electronic contract has the same legal effect as a traditionally-printed contractIn cyberspace, clicking a submit button equates to your signatureParol Evidence Rule• Rule: If the court finds that the parties intended their written contract to be a complete and final embodiment of their agreement, a party cannot introduce evidence of any oral agreement or promise made before the contract’s formation or at the time the contract was createdParol Evidence Rule• Exception: evidence allowed if there are ambiguous terms, clear errors, or one party alleges deception by the other party– E.g., contract states “50 sacks,” so industry practice may be used to help clarify the type of “sack” intended by the parties– E.g., fraudParol Evidence Rule• Rule: only Parties to a contract have rights and liabilities under the contract• Exception to rule: – Third parties (not party to a contract) have rights in an Assignment or Delegation– Third parties also have rights in a third party beneficiary (TPB) contractTHIRD PARTY RIGHTSElements of TPB• When a contract is intended to benefit a 3rd party (not promisor or


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UNCW BLA 361 - Contracts

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