Contracts Outline

Contracts I
Professor Grinvald
Fall 2012
I.                 What is a Contract?
–          An exchange between parties that is legally enforceable
 
II.            Various Perspectives
–          Formalist (objective)
–          Realist (contextual)
–          Economic (efficiency)
–          Relational (preserve relationships)
–          Critical Legal Studies (subjective)
 
III.        Parties’ Intentions
–         Allen v. Bissinger & Co.
Facts: π purchased ICC report from Δ but was shocked to learn how many pages report consisted of. Δ attempted to cancel order and was charged for report pages already printed.
Issues: Was there an agreement between the two parties to sell and buy the report?
Holding: Yes, there was a mutual agreement to the report and therefore a binding contract.
Analysis: Parties’ intentions are judged by their “outward expressions” and disregards “unexpressed” intentions.
Conclusion: Δ required to pay full amount
 
IV.        Price Terms
–         Feldman v. Google, Inc.
Facts: π entered an agreement with Google and violated contract. Google wanted to transfer to California
Issues: Was there a “Meeting of the Minds”? If yes, was the price term definite enough to create an enforceable contract?
Holding: π had reasonable notice of the terms and was therefore bound by agreement.
Also, Contract had a sufficiently definite process by which price would be determined.
Analysis: Contracts must include a price term in order to be enforceable, but the price does not need to be a fixed amount; it can just be a process by which to determine the amount.
π was required to agree to the clickwrap contract by clicking “yes” and therefore should have been aware of the terms.
 
V.             Mutual Assent
–          Restatement (Second) Contracts §17
The formation of a contract requires a bargain in which there is a manifestation of mutual assent to the exchange and a consideration.
 
–         Ray v. Eurice & Bros.
Facts: Complicated fact pattern concerning building of house and specifications to which house was to be built.
Issues: Did both parties agree to the contract?
Holding (Rules): “Absent fraud, duress or mutual mistake, that one having the capacity to understand a written document who reads and signs it, or, without reading or having it read to him, signs it, is bound by his signature in law.”
“The test of a true interpretation of an offer or acceptance is not what the party making it thought it meant or intended it to mean, but what a reasonable person in the position of the parties would have thought it meant.”
Remedy Rule – Put the wronged party in the same position that he would have been in if the contract had been performed.
Analysis: Signing a contract = acceptance, Eurice Bros signed and are therefore bound.
 
VI.        Offer and Acceptance (Bilateral Contracts)
–          Process
1.      Offeror makes an “offer”
2.      Creates “Power of Acceptance” in the offeree
3.      Offeree can
(a). Accept (within the offer’s timeframe)
(b). Counter-offer (becoming offeror; see above)
(c). Reject
(d). Do Nothing
 
–          Restatement (Second) Contracts §24
An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.
 
–          Restatement (Second) Contracts §36
1.      An offeree’s Power of Acceptance may be terminated by
(a). rejection or counter-offer by the offeree
(b). lapse of time
(c). revocation by offeror
(d). death or incapacity of the offeror or offeree
 
2.      In addition, an offeree’s