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Contract Law. Jody Blanke Professor of Computer Information Systems and Law. Contract Law As Private Law. Willing parties can agree to do most anything Freedom of contract “Meeting of the minds”. Private Law.

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contract law

Contract Law

Jody Blanke

Professor of Computer Information Systems and Law

contract law as private law
Contract Law As Private Law
  • Willing parties can agree to do most anything
  • Freedom of contract
  • “Meeting of the minds”
private law
Private Law
  • Contract between Major League Baseball and the Players Association - Collective Bargaining Agreement (241 page PDF file)
    • “free agent”
    • “salary cap”
    • “luxury tax”
  • NHL (a league that used to play ice hockey in Canada and the U.S.)
uniform commercial code
Uniform Commercial Code
  • Poster child of uniform laws
  • Adopted in 49½ states
  • Very successful
  • Facilitates the ease of doing business
  • First place to look for “the law”
    • then, other state statutes
    • then, state case (common) law – safety net
basic requirements
Basic Requirements
  • An agreement between the parties
  • Consideration
  • Capacity
  • Legality
agreement the offer
Agreement – The Offer
  • Offeror must have intention to be bound by offer
    • e.g., kick the tire
  • Terms must be reasonably definite and certain
    • can be written, oral or implied
    • can come from prior dealings or usage of trade
  • Offer must be communicated to offeree
    • e.g., reward for lost dog
figurative death of an offer
Figurative “Death” of an Offer
  • “Natural causes” – lapse of time
  • “Suicide” – revocation
  • “Murder” – rejection
    • Counteroffer = rejection + offer
  • “Execution” – by operation of law
    • change in law terminates offer
literal death of an offer
Literal Death of An Offer
  • The offeror dies
  • The offeree dies
  • Destruction of subject matter
acceptance
Acceptance
  • At common law – “mirror image rule”
  • UCC – more relaxed (and reasonable)
    • “battle of the forms”
  • Generally effective upon receipt
    • exception – “mailbox rule”
bilateral and unilateral contracts
Bilateral and Unilateral Contracts
  • Bilateral – a promise for a promise
    • e.g., Joe promises to paint Bill’s house and Bill promises to pay Joe $1000
  • Unilateral – a promise for an act
    • e.g., Susan promises to pay $500 to the first person who scales the outside of the Business and Education Building
    • performance of the act is acceptance
consideration
Consideration
  • Each party must provide something of value
    • Money, property, services, forebearance
    • e.g., Hamer v. Sidway – the “rich uncle” case
    • e.g., Jennings v. KSCS
  • Courts will not examine the adequacy of the consideration
capacity
Capacity
  • Age – law protects minors
    • Voidable contract
    • Exception for necessaries
  • Mental competency
    • Void contract
    • Voidable contract
  • Intoxication
legality
Legality
  • Contracts must have a legal purpose
    • cannot take out a “contract” for that noisy neighbor
    • cannot purchase a gram of cocaine
    • gambling?
      • e.g., Durado Beach Hotel v. Jernigan
genuiness of assent
Genuiness of Assent
  • Duress – “gun to the head”
  • Undue Influence
  • Fraud
  • Mistake
    • Unilateral – generally does not excuse performance
      • exception – if nonmistaken party knew of the mistake
    • Mutual – generally does excuse performance
      • no meeting of the minds
third party rights
Third-Party Rights
  • Each party receives certain rights or benefits in a contract
  • Each party undertakes certain duties or obligations
  • Generally, rights can be assigned to third parties
  • Generally, duties can be delegated to third parties
    • exception – when performance depends upon personal skills
statute of frauds
Statute of Frauds
  • “An oral contract is as legally valid as a written contract unless the law requires it to be in writing”
  • “…as good as…”
    • if executed before 100 clergy people of all faiths willing to come to court and testify
must be in writing
Must Be In Writing
  • Contract to transfer an interest in real property
  • Contract that cannot be performed within 1 year
  • Contract to pay the debts of another
  • Contract made in contemplation of marriage
    • dowry agreement
    • prenuptial agreement
  • Contract for the sale of goods greater than $500
    • UCC drafters recommend increase to $5,000
parol evidence rule
Parol Evidence Rule
  • Court will not permit evidence of prior or contemporaneous oral statements if there is a complete written agreement
    • exception – ambiguities
  • Morals of the story
    • read the contract

– get it in writing

integration clause
Integration Clause
  • “I have read the above agreement and understand that it represents the entire agreement between the parties.”
  • Morals of the story
    • read the contract

– get it in writing

standard form contracts
Standard Form Contracts
  • Read them
  • Modify them
    • and get written approval from authorized representative
  • Use attachments if necessary
    • e.g., letters, memos, specifications
  • Ambiguities interpreted against the drafter
discharge of contract
Discharge of Contract
  • Discharge by performance
  • Discharge by agreement
  • Discharge by impossibility
discharge by agreement
Discharge by Agreement
  • Mutual rescission
    • key word – “mutual”
  • Novation
    • new contract
  • Accord and satisfaction
discharge by impossibility
Discharge by Impossibility
  • Objective impossibility
    • e.g., the car got hit by a meteorite
  • Subjective impossibility
    • “It’s impossible for me to go through with that contract”
    • Performance may be discharged by commercial impracticability
      • e.g., school district milk case
      • key – was event “reasonably foreseeable?”
remedies money damages
Remedies – Money Damages
  • Compensatory damages
    • makes one “whole” under the contract
    • provides the “benefit of the bargain”
    • measure of damages is usually the difference between the value of the contract and the market value of what was actually received
remedies money damages25
Remedies – Money Damages
  • Consequential damages
    • must be reasonably foreseeable
    • e.g., Hadley v. Baxendale
    • often disclaimed by contract
  • Punitive damages
    • rarely awarded for breach of contract
  • Nominal damages
    • e.g. Carol Burnett v. The Enquirer
mitigation of damages
Mitigation of Damages
  • Nonbreaching party has duty to lessen the amount of damages
    • e.g., wrongful discharge
  • Anticipatory repudiation
    • Duty to “cover”
liquidated damages
Liquidated Damages
  • Actual amount of damages must be difficult to estimate
  • Amount specified must be a reasonable estimate of those damages
  • Must not be a penalty
equitable remedies
Equitable Remedies
  • Injunction
  • Quasi-Contract (Quantum Meruit)
  • Specific Performance
    • generally available for unique goods or property
    • not appropriate for personal services
choice of law forum
Choice of Law/Forum
  • Written contracts often contain choice of law and choice of forum clauses
  • These will generally be enforced as long as there is a connection to the state
  • Some states may also require that the choices be fair
promissory estoppel
Promissory Estoppel
  • “Last ditch” remedy
  • Four requirements (Restatement of Contracts § 90)
    • A promise
    • Justifiable reliance
    • Foreseeability
    • Injustice
  • e.g., Hoffman v. Red Owl Stores
unconscionability
Unconscionability
  • UCC remedy
    • The court “would not be able to sleep at night”
    • The court can ignore or fix an unconscionable contract
  • Consumer remedy
    • e.g., Frostifresh v. Reynoso
    • e.g., PEPCO v. Westinghouse
covenants not to compete
Covenants Not to Compete
  • May be related to sale of business
    • e.g., Joe the Baker
  • May be related to employment contract
    • California will not enforce such an agreement as an illegal restraint of trade
    • Georgia will not “blue pencil” an agreement
  • Brenda Woods agrees not to work as an on-air news anchor in the Atlanta/Athens television market for 6 months
covenants not to compete33
Covenants Not to Compete
  • Scope
    • agreement must specify what activity is to be limited
  • Geography
    • be careful of terms like Atlanta
  • Duration
    • e.g., 6 months, 1 year, 2 years
u c c article 2
U.C.C. Article 2
  • Applies to “sales” of “goods”
    • “Goods” as opposed to “services”
      • “Predominant factors” test
      • E.g., Sears washing machine
    • “Sales” as opposed to “leases”
      • “Economic reality” test
      • Judicial extension of Article 2
u c c articles 2a and 2b
U.C.C. Articles 2A and “2B”
  • Article 2A
    • Applies to “leases” of “goods”
  • Article “2B”
    • Was to have applied to “licenses”
    • Became UCITA (Uniform Computer Information Transactions Act
    • Adopted in only two states (Va. And Md.)
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