CONTRACTS!

1. CONTRACTS! What makes a contract?

2. CONTRACTS WHAT YOU WILL LEARN • How to identify a contract’s elements • How to identify valid, void, voidable & unenforceable contracts • How to distinguish between express & implied contracts • How to identify unilateral & bilateral contracts • How to distinguish between oral & written contracts

3. CONTRACTS PRE-LEARNING QUESTION • What contracts have you had to sign? • What contracts will you probably sign in the future?

4. ELEMENTS OF A CONTRACT There are six elements of a contract. • Offer • Acceptance • Genuine assent/agreement • Consideration • Capacity • Legality

5. ELEMENTS OF A CONTRACT There are TWO sides to a contract • Offeror – the person (party) proposing the contract • Offeree – the person (party) the offer is made to • Offer – a proposal by offeror to do something provided the offeree does or refrains from doing something in return

6. ELEMENTS OF A CONTRACT 1. Offer 2. Acceptance • An offer is a proposal by one party to another intended to create a legally binding agreement. • An acceptance is the second party’s unqualified willingness to go along with the first party’s proposal.

7. ELEMENTS OF A CONTRACT 3. Genuine Assent (Agreement) 4. Legality • If a valid offer is met by a valid acceptance, a genuine agreementexists. • Legality means that people can only enter into contracts for legal purposes. People cannot enter into contracts to commit illegal acts.

8. ELEMENTS OF A CONTRACT 5. Consideration 6. Capacity • Considerationis the exchange of things of value. What the promisor demands and must receive. • Capacity is the legal ability to enter a contract.

9. Types of Contracts Executed & Executory contracts • Executed contract is one that has been fully performed (completed). • Executory contract is one that has not been fully performed yet.

10. Types of Contracts • Express Contract is one that has all terms stated in writing or orally spoken. • Implied-in-Fact Contract does not have its terms expressly stated but can be inferred from the action of both parties. • Implied-at-Law Contract is not really a contract but is created by the law to enforce a contract into existence.

11. Types of Contracts Oral or Written • An oral contract is created by word of mouth and comes into existence when two or more people form a contract by speaking to each other. They are valid contracts! BUT… • It is desirable to put contracts in writing!!!

12. Types of Contracts • Unilateral contract has the offeror promising something in return for the offeree’s performance • Bilateral contract both parties exchange promises to do something

13. Contracts The 3 Requirements of an Offer • Made Seriouslythe offer must have been made with intent (no joking! Can’t be made in anger) • Communicatedthe contract must be communicated to the offeree (someone not being offered the contract can not jump in and take it) • Terms are definitethe terms must be complete and not vague

14. Contracts The 3 Requirements of an Offer Invitation to Negotiate This happens when a store, for example, initiates a bargain but not a definite contract – ads on TV Social Agreements Agreements between friends are not usually seen as legal obligations – go to the movies tonight

15. Contracts The 3 Requirements of an Offer Complete Contracts 1. Proper legal description of the item 2. Price 3. Quantity 4. Date for delivery of possession All of these things must be present and clearly identified (at minimum) to create a valid offer.

16. Contracts Ending An Offer Revocation Withdrawing an offer before it is accepted Rejection Refusal to accept an offer by the offeree Expiration of Time Offers end when a reasonable length of time passes Death or Insanity Ends an offer due to loss of control (voluntary involvement)

17. Contracts Accepting An Offer!! • The acceptance must match the offer. This means: • Comes from the person to whom the offer was made • Matches the terms of the offer exactly (also called the mirror image rule) • Be communicated to the offeror • If the acceptance doesn’t match the offer, it may be a counteroffer

18. Contracts COUNTEROFFERS • Counteroffers are made by the offeree back to the offeror • Rejects the original offer • Creates a new offer • Makes the offeree the new offeror • Roles have now reversed!

19. Contracts When is Acceptance effective? Offers are effective the moment it is received. Acceptance is effective the moment it is SENT The way to control this is for the offeror to require a certain method of responding acceptance (mail, fax, email, etc.) Courts generally say acceptance is effective when sent by the same means or faster used for the offer.

20. Contracts When is Acceptance effective? Offers are effective the moment it is received. Acceptance is effective the moment it is SENT The way to control this is for the offeror to require a certain method of responding acceptance (mail, fax, email, etc.) Courts generally say acceptance is effective when sent by the same means or faster used for the offer.

21. Contracts Mistakes Unilateral Mistake – when only 1 party holds an incorrect belief about the facts or law related to a contract Example: I have $40k to buy a car. I buy a $40k car. Dealer then says I owe 8% tax. My mistake! Mutual Mistake – (bilateral mistake) when both parties have an incorrect belief about an important fact or applicable law Example: We both think land being sold is 40 acres. It is then measured and found to be 30 acres. We both were wrong.

22. Contracts Mistakes VOID – a contract without any legal effect MATERIAL FACTS – facts that influence the parties’ decisions about a contract

23. Contracts Misrepresentation Can be innocently done (didn’t know it was untrue) or fraudulently done (knew it was untrue but said it anyway)– a contract without any legal effect NOTE: Mistakes void a contract (it has no legal effect). Misrepresentation allows the injured party to make a contract voidablewhich means they can cancel the contract and receive damages.

24. Contracts Misrepresentation To prove in court you must show:1. false representation of fact 2. the statement is key to the transaction 3. Victim reasonably relied on the statement

25. Contracts FRAUD Fraud is misrepresentation that was: 1. done intentionally or recklessly 2. caused an injury (physical or emotional) To prove in court you must show both things above PLUS the 3 things for misrepresentation:3. false representation of fact 4. the statement is key to the transaction 5. Victim reasonably relied on the statement PLUS the two statements in green above.

26. Contracts FRAUD Remedies for Fraud If a seller innocently misrepresents a material fact, the buyer may avoid (cancel) the contract. If fraud is established in court, the buyer can also recover damages!

27. Contracts DURESS When one party is forced to enter into a contract through threats or actions. This includes: Threatsof illegal conduct or crime Tort-like conduct Threats to sue if the other party won’t settle a suit Threats to use economic power to negotiate a favorable settlement

28. Contracts UNDUE INFLUENCE When a person uses their influence or power to pressure someone into a contract Parent – child Child – elderly parent Attorney – client Physician – patient This action results in the loss of free will of the person entering the contract. Note: persuasion or nagging does not count!

29. Contracts CAPACITY RECAP: 5 elements of a contract are: OFFER ACCEPTANCE GENUINE ASSENT/AGREEMENT LEGALITY CONSIDERATION CAPACITY

30. Contracts CAPACITY Contractual capacity = the ability to understand the consequences of a contract Note: This doesn’t mean understand the TERMS of the contract, just the CONSEQUENCES Special parties with contractual rights include: Minors Intoxicated individuals Mentally impaired Incapacitated – the parties above who lack capacity

31. Contracts CAPACITY Minors are said to be under the age of majority Majority – in most states it is 18 years old (some states it is 19 or 21) Minor – a person who has not yet reached their majority Minority – the state of being below the age of majority (ends the day BEFORE your 18th birthday in IL)

32. Contracts CAPACITY Scope of Authority IN business, the person with the greatest authority should be the one to sign a contract. They have the greatest capacity. However an employer can give someone capacity to enter a contract. Certain people may have capacity in certain areas. Example: Barnes & Noble – café manager has capacity to purchase café goods, trade book manager has capacity to purchase books to sell, etc.

33. Contracts CAPACITY & MINORS I’m under majority! I don’t want to be held to this contract!!!! Lucky for you! Disaffirmance – a refusal to be bound by a previous legal commitment Can happen anytime while still under incapacity Can happen within a reasonable time after attaining capacity (reaching majority, for example) If you disaffirm a contract, you must return anything of value!

34. Contracts CAPACITY & MINORS I’m under majority! I don’t want to be held to this contract!!!! The law shields minors when they make contracts to protect them from unscrupulous adults. Minors may be vulnerable because of • Immaturity • Inexperience • Lack of education • Naïveté

35. Contracts CAPACITY & MINORS YES! I am now 18!!!!! After reaching the age of majority, a person can ratify, or approve, contracts made during minority.

36. Contracts CAPACITY & MINORS I’m a minor…I still have to pay for that?? • A minor is held responsible for the fair value of necessaries. • Necessaries, or necessities, include food, clothing, shelter, and medical care.

37. Contracts CAPACITY & EXCEPTIONS You are a what? Other classes of persons lack the capacity to enter into certain types of contracts. • Convicts—people convicted of a crime. • Aliens—people who are living in this country but owe their allegiance to another country. • Enemy aliens—some foreign-born persons designated as such during time of war.