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Rutgers University, Newark School of Law
Hyde, Alan

I. Is there a deal?
A. Types of contracts
· Express – written or oral, formed by language, based solely on the words of the parties
· Implied – based on the conduct of the parties, manifestation of assent other than language
Cases: Marvin v. Marvin (p 1:265)
Meretricious Sexual Acts aren’t consideration for a promise.
Mr. and his “wife” put themselves out as a married couple. He said he’d pay her $833/m for 5yrs, but stopped after 14 months. When they separated Michelle asserts comm. prop rights There was nothing in writing on the terms of the contract.
Quasi-Contract – not contracts. The courts construct these in order to avoid unjust enrichment by permitting the plaintiff to bring an action in restitution to recover the amount of the benefit conferred upon the defendant.
Oliver v. Campbell (p 1:174)
Oliver quoted Campbell a flat fee for $750 but it turned out to be much more work than anticipated. After 29 days Dr. fires lawyer (after near completion) and only pays him $450. Oliver sued Cambpell’s estate for the value of his services, which was $5,000. Because the contract had NOT been completed, he won on a Quantum Meruit claim and was awarded value of services
· Bilateral – a promise for a promise, most contracts are considered bilateral
· Unilateral – a promise for act, requires act completed for an acceptance
2 situations where these still exist:
1- where specifically stated in the contract that acceptance is only by performance
2- offer to the public, i.e. reward offers.
Brackenbury v Hodgkin (p1:370)
Nasty old lady sends letter, offering contract, Π accepts. To accept an offer of a unilateral contract, only performance is necessary. A trust concerning land must be created by a signed writing. Ct says valid contract, found Hodgkin made an offer for a unilateral contract which was accepted by the plaintiffs by coming to take care of her.

B. Offer and Acceptance: Do we have a deal or not?

1. Offer: An empowerment of the other party to form a contract by saying “yes”.
To keep offer open
1. UCC §2-205: Signed, paper doc can keep it open: if silent !> 3months
2. Acceptance:
a) C/L – agreement to the original offer, anything but yes is a counteroffer, destroying the orig

says no K, no meeting of the minds.

WPC Enterprises, Inc.v US (p2:23)
Gov’t didn’t explicitly state what parts had to be used. Court says there were gaps in details, but a meeting of the minds still existed.

II. Can we kill the deal?

A. Illegality
A contract that is based on an illegal act cannot be enforceable.

Carroll V. Bearden (1:512) Brothel case
Normally courts will not enforce illegal contract; however, here seller was not an active participant in the illegality.

Gates v. Rivers Construction (1:517)
Gates worked for Δ, had $ put in trust to avoid illegality of working w/o visa. Δ fired him before he could get paid. Intent of law was to discourage hiring illegals, to let Δ keep the wages would give them MORE reason to do so.

B. Capacity
No one can be bound by contract who has not legal capacity to incur at least voidable contractual duties. §12