Contracts Final Exam Outline – Afilalo
I. IS THERE A CONTRACT?
a. Elements of a Contract
i. Offer/Promise
ii. Acceptance
iii. Meeting of the Minds
iv. Consideration
b. Offer/Promise
i. Offer: An offer is an offer if it doesn’t require further action on the part of the offerer for it to be accepted
ii. How long does an offer stay open?
1. Until it is accepted – then it becomes a contract (when made: mailbox rule)
2. Until it is revoked – then it dies (when communicated)
3. Until it is rejected – then it dies (when communicated)
a. Mirror-Image Rule: The offerer is the master of the offer. The offerree can make a counter-offer, which is functionally a rejection of the orginal offer.
4. Until it expirees by its terms – it dies
a. The offerer is the master of the conditions of the acceptance
b. Where terms are not specifically made, we go by what is reasonable
iii. Missing Terms
1. Terms may not included in an offer.
2. This does not mean there isn’t a binding contract if the offer is accepted.
3. The court can supply terms, based on what is customary or reasonable
a. If missing terms are material, however, there may not be a binding contract
iv. Battle of the Forms
1. The last form sent wins
v. Promise to make a gift
1. Not binding, even if there are conditions set to reciving the gift
a. “If you come to my office, I will give you my pen.”
2. See case: KIRSKEY v KIRSKEY
vi. Promise that isn’t the foundation of a contract
1. Might still be enforceable to some degree if it is reasonably relied upon
c. Acceptance
i. Constructive Revokation
1. A revocation is effective when communicated.
2. The offeree does not have to be specifically told by the offerer: if they see something or hear something that implies the offer has been revoked, then this
ii. Unilateral Contracts
1. Unilateral contracts can be revoked up until they are fully preformed, traditionally
2. In modern terms, substantial performance is usually enough to enforce a contract
d. Meeting of the Minds
i. Duty to Read
1. What is it? You have a duty to read and understand the contract before you agree to it, and if you fail to read, you are treated as if you did and agreed to those terms (usually).
2. Theories
a. Subjective: look at the parties and determine what was in their minds
b. Objective: what would have an outside, object observer thought?
3. Case: RAY v. EURICE
ii. Vauge Agreements:
1. Usually not enforceable, because there is no meeting of the minds
iii. Postponed Bargaining
1. Terms can be decided upon later, IF there is a mechiansim IN the contract that would allow the parties to demonstrate
2. Agreements to Agree
a. Pure agreements to agree are not enforceable. There can be no meaningful meeting of the minds.
3. Cases: WALKER v. KEITH, QUAKE v. AMERICAN AIRLINES
e. Consideration
i. Two Theories
1. Benefit/Detriment: Traditional Theory
a. Any benefit to the promisor or any detriment to the promisee is enough for there to be consideration. Empethsis on legal rights, either
II. IF THERE IS NO CONTRACT, IS THERE A PROMISE WHICH HAS BEEN REASONABLY RELIED UPON (PROMISSARY ESTOPPEL)?
a. Elements of Promissory Estoppel (see POP’S CONES)
i. A promise
ii. Detrimental Reliance on the promise
iii. Reliance was reasonable
iv. Detriment was of a definite and substantial nature
v. Injustice can only be avoided by enforcement or restitution
b. What do you get under promissory estoppel for damages?
i. You don’t get the same damages you’d get if you breached (usually)
ii. You get what is needed to put you back in the condition you were in before you were damaged by your reasonable reliance.
c. Cases: WRIGHT v. NEWMAN, POP’S CONES, KING v. BU
III. IF THERE IS NO CONTRACT AND NO PROMISSARY ESTTOPEL, HAS THERE BEEN UNJUST ENRICHMENT?
a. Elements of Unjust Enrichment
i. A benefit conferred on the defendant by the plantiff
ii. Appreciation or knowelege b the defendant of the benefit
iii. Acceptance or retenetion of the benefit by the defendant under circumstances making it inequitable for the defendant to retain the benefit
b. Case: WATTS v. WATTS
IV. IF THERE IS A CONTRACT, DOES IT FALL UNDER THE STATUTE OF FRAUDS?
a. What does the statute of frauds require?
