I. Introduction to K’s
A. K Definition
A promise or a set of promises for the breach of which the law provides a remedy, or the performance of which the law in some way recognizes as a duty
Promise
A promise is a manifestation of an intent to act, or refrain from acting, in a specified way
B. K Law
1. General
a. The creation of a K creates a duty to perform
Duty can be exercised by performing or paying damages
b. K law recognizes an individual’s autonomy to enter into K’s
c. K law creates the boundaries within which the private laws must operate
2. Purpose
Serves as society’s legal mechanism for protecting expectations that arise from the making of agreements for the future exchange of various types of performance
3. Remedy
K law seeks to place people in the position that they would have been in if the K had been performed as promised
C. Types of K’s as to Acceptance
1. Bilateral
a. Characteristics
i. Two promises
ii. Two promisors
iii. Two Promisees
b. Preference in Interpretation
i. Classical K judges wish to construe K’s as bilateral because they place great importance on mutuality of obligation
ii. All reasonable efforts will be made to construe K’s as bilateral
Even where the offeror appears to be seeking performance, it is possible for court to view it as a bilateral K
c. Example
i. I promise to wash car
ii. You promise to pay me money
iii. Assent to K is
speculative nature of the performance
Affords maximum protection to offeror because he is not bound unless and until he has received the performance sought
e.g. reward flyer attached to telephone pole
c. Disfavorment in Interpretation
Unilateral K’s carry risk for the offeree because the offeror can revoke the offer at any time prior to execution of K (prior to performance by offeree
d. Example
I promise to pay you money in exchange for you to mow my lawn
D. Types of K’s as to Validity
1. Enforceable K
A valid agreement entered into through mutual assent (offer and acceptance) and supported by consideration (or its equivalent) in the absence of any defenses
2. Unenforceable K
An unenforceable K is an agreement that is otherwise valid, but that may not be enforceable due to various defenses extraneous to K formation
e.g. statute of frauds
3. Void K
A void K is one that is totally without any legal effect from the beginning
e.g. void for public policy
4. Voidable K
a. A voidable K is one that one or both parties may elect to avoid or to ratify
b. These K’s will be binding unless disaffirmed and may be expressly or implicitly ratified by the innocent party
e.g. K’s of infants
