Contracts

1. Contracts Professor McCall

2. Administrative Matters Syllabus online � print and read Note attendance and preparation policy Bring all required books to class

3. Outline of Course

4. Outline of Course What is a contract? Meeting of the minds and formation

5. Outline of Course What is a contract? Meeting of the minds and formation Contract Formation Process Offer and Acceptance (when and how is one formed) Can Offers be termianted before acceptance Battle of the Forms Agreements to Agree

6. Outline of Course What promises does the law enforce? The Doctrine of �Consideration� Exceptions � Promissory Estopel

7. Outline of Course When do contracts have to be in Writing? Exceptions

8. Outline of Course How do we read and understand contracts? Rules of Interpretation When we ask the parties what they said and did at the time of making the contract (Parol Evidence) When does the law add things to a contract? Implied terms

9. Outline of Course What can stop a contract from being formed Mistake Fraud Unconscionability Public Policy Impossibility, Impracticability and Frustration of Purpose

10. Outline of Course What is a Breach of Contract? Distinguish failure of Condition Express and Constructive Conditions Can performance be close but not perfect? Anticipatory Breach

11. Outline of Course How Does the Law Grant a Remedy for Non-Performance? Expectation Damages Alternative Measures of Damages Specific Performance Agreed Remedies

12. Contract Defined Contract: Latin Contractus. From Trahere: to pull or draw. Con: together. Obligation: Latin Ligare: to bind; ob: for, in front of. Promise: Latin Promittere: to stretch or send forth.

13. � 1. Contract Defined A contract is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.

14. UCC 1-201. General Definitions. (3) "Agreement", as distinguished from "contract", means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 1-303. (12) "Contract", as distinguished from "agreement", means the total legal obligation that results from the parties' agreement as determined by [the Uniform Commercial Code] as supplemented by any other applicable laws.

15. Contracts Class Contract "I promise to give you an 'A'."

16. Contracts Class Contract "I promise to give you an 'A'." "I promise to give you an 'A' if I feel that you have earned it."

17. Contracts Class Contract "I promise to give you an 'A'." "I promise to give you an 'A' if I feel that you have earned it." "I promise to give you an 'A' if you are the best student in this class."

18. Contracts Class Contract "I promise to give you an 'A'." "I promise to give you an 'A' if I feel that you have earned it." "I promise to give you an 'A' if you are the best student in this class." �If you are the best student in this class, I will give you an �A�."

19. Contracts Class Contract "I promise to give you an 'A'." "I promise to give you an 'A' if I feel that you have earned it." "I promise to give you an 'A' if you are the best student in this class.� �If you are the best student in this class, I will give you an �A�.� "I promise to give you an 'A' if you earn the highest grade on the final exam."

20. Contracts Class Contract "I promise to give you an 'A' if you earn the highest grade on the final exam and adequately perform your in-class responsibilities."

21. Contracts Class Contract "I promise to give you an 'A' if you earn the highest grade on the final exam and adequately perform your in-class responsibilities.� �If you are the best student you should get an �A�� �I promise to give you an �A� if I think you deserve it.�

22. � 2-102. Scope; Certain Security and Other Transactions Excluded From This Article. Unless the context otherwise requires, this Article applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this Article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.

23. � 2-105. Definitions: �Goods�; (1) �Goods� means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8) and things in action. �Goods� also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (Section 2-107).

24. Are these Enforceable Contracts? 1. Amalgamated Rubber Products, Inc., agrees to buy 35 percent (700,000 shares) of the outstanding common stock of Fargo Petroleum Corp. for $85 million.

25. Are these Enforceable Contracts? 1. Amalgamated Rubber Products, Inc., agrees to buy 35 percent (700,000 shares) of the outstanding common stock of Fargo Petroleum Corp. for $85 million. Contract not sale of goods

26. Are these Enforceable Contracts? 2. Marian Gerber buys a used car from Tiptop Motors, Inc. She pays $2500 down and agrees to pay $300 per month for 24 months. Tiptop assigns its rights under that document to Sunshine Finance Corp. As required by the laws of her state, Gerber obtains a policy of auto liability insurance from Fidelity Underwriters Co.

27. Are these Enforceable Contracts? Gerber Tiptop Car Contract and sale of goods Gerber Tiptop loan contract not sale of goods Gerber Sunshine contract of assignment not sale of goods Gerber Fidelity insurance contract not transaction in goods

28. Are these Enforceable Contracts? 3. On his way to work in the morning, Frederico Montoya leaves an overcoat at the neighborhood dry cleaning shop. The proprietor gives him a ticket with a serial number on it and says ��Friday.��

29. Are these Enforceable Contracts? Montoya Dry Cleaner contract not transaction in goods but services

30. Are these Enforceable Contracts? 4. Ruth Harmon boards a bus to ride to a neighboring city. On the way the bus is struck by another car; Ruth and several other passengers are slightly injured.

31. Are these Enforceable Contracts? Hamon and Bus Company enter into contract but not sale of goods � contract to provide transportation

32. Are these Enforceable Contracts? 5. Sondra Michaels accepts Jay Krieger�s proposal of marriage, and he gives her a lovely sapphire engagement ring. Sondra�s parents send out invitations to 400 people, inviting them to the wedding on May 28. About 150 of those people are also invited to a reception, ��r.s.v.p.�� Nearly 130 of the latter do respond, indicating their intention to attend the reception. All the invited guests who attend the wedding send (or bring) presents to Sondra and Jay.

33. Are these Enforceable Contracts? Sandra and Jay marriage agreement not a contract Ring is a completed gift not a contract Invitation to and acceptance of invitation not a contract Guests give gifts � completed gift not a contract

34. Are these Enforceable Contracts? 6. Before leaving for work in the morning, Mr. Kovaks promises his wife that he will take the entire family out to dinner that evening. Mr. Kovaks takes the family to a local fast, food restaurant for dinner. Numerous hamburgers, French fries, and milkshakes are consumed; the bill is $77.85, which Mr. Kovaks pays with a credit card.

35. Are these Enforceable Contracts? Kovaks promise to go out to diner not a contract Kovaks fast food restaurant contract and sale of goods Kovaks credit card company contract to extend credit and pay not transaction in goods even though card is moveable.

36. Are these Enforceable Contracts? 7. Jack Clawson, a wealthy resident of Tuscon, dies unexpectedly, leaving a will providing that his considerable estate is to go three-quarters to his daughter Maria and one-quarter to his son John. John is thinking of challenging the will because his father had told him that he was going to leave everything to his children equally.

37. Are these Enforceable Contracts? Will is not a contract it is a will Promise to leave equally is not a contract on facts given

38. Are these Enforceable Contracts? 8. A candidate for President promises not to raise taxes. The candidate wins the election with more than 60 million votes.

39. Are these Enforceable Contracts? Promise of a politician no contract