A contract is a promise that courts enforce: “a promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty”
Res § 1
· Common law: Applies to all contracts except those falling under the UCC
· UCC: All contracts for sale or lease of goods, regardless of whether either or both parties are merchants
· Types of contracts as to formation:
a. Express
b. Implied
c. Quasi-Contract
· Types of contracts as to Acceptance:
a. Bilateral Contracts (exchange of promises)
1. Acceptance by promise
2. Acceptance by starting performance
b. Unilateral contracts (acceptance by performance)
1. Completion of performance is only manner of acceptance
2. Offer to the public (e.g., reward)
· 4 types of enforceable contracts:
a. Promise + Consideration
b. Promise + antecedent benefit
c. Promise + unbargained-for reliance
d. Promise + form
OFFER: 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 the bargain…Res § 24
· Offeror (master of the offer) invites acceptance
· Offeree: if offeree can respond, “I accept,” offer has been made
o Offeree has power of acceptance Res § 35
MANIFESTATION OF MUTUAL ASSENT (meeting of the minds)
Manifestation of willingness to enter into a bargain. They must act in a way that the other party would believe that an agreement had been reached. Concealed intentions do not form contracts. To determine whether intent has been manifested by either party, examine the following:
· Definite propositions (I will pay you $100 to paint my house)
· Method of communication (ad vs. personal conversation)
· Actions consistent with intent to enter into agreement (after agreeing to paint house, Ted shows up w/paint and brushes)
· Previous dealings between the parties
· Custom or trade usage
Embry v. Hargadine, McKittrickàMeeting of the minds is not determined by the secret intention of parties but by the expressed intention. Since reasonable person would infer intent (“go ahead, you’re alright”), there is sufficient intent expressed for formation of a contract.
Lucy v. Zehmeràmental assent not needed for contract, only outward expre
d was specific enough to be offer with performance as acceptance
TERMINATION OF OFFERS:
1. Revocation: Offer is revocable except when
· Offeree gives consideration to offeror to keep offer open (option contract)
· Firm offers (UCC): merchant makes offer in signed writing; offer irrevocable for 3 months
· Foreseeable detrimental reliance: If there has been foreseeable detrimental reliance by offeree
· Party intending to accept unilateral contract begins performance
Ever-Tite RoofingàProposed contract for re-roofing of residence of defendants by plaintiff provided that the agreement should become binding on written acceptance or on commencement of performance of the work. Ever-Tite loaded trucks and arrived at house w/in reasonable amount of timeàcannot be revoked.
2. Rejection by offeree
3. Lapse due to time (reasonable)
4. Counteroffer
5. Supervening illegality
6. Death or incapacity of offeror
