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Contracts
St. Thomas University, Florida School of Law
Ledwon, Lenora P.

Terms
· Offer- manifestation of willingness to enter into a bargain
· Offeree- one to whom the offer is made/ person receiving the offer
· Firm Offer- an offer by a merchant to buy or sell goods in a signed writing that is held open and not revocable
· Acceptance- manifestation of willingness to enter into a bargained as offered
· Counter-Offer- an offer made by the offeree to the offeror changing or substituting terms of the original offer
· Revocation- offer is taken away by offeror prior to offeee’s acceptance
· Rejection- refusal to accept a contractual offer
· Reasonableness Standard- “objective test” What a reasonable person would have thought
· U.C.C. (1) a definite and seasonable expression of acceptance or a written confirmation which is sent
· Objective Meaning- the test used by courts to determine how a reasonable person would think in a certain situation
· Subjective Meaning- courts evaluate what both parties actually thought by indirect evidence
· Indefinite Agreement- agreements that lack genuine agreement
· Agreements to Agree- when the parties agree to agree on a specific term at a later date
· Preliminary Agreements- manifestation of willingness to enter into a bargain with the offeree’s knowledge that the bargain is not complete until offeror has made a further manifestation of ascent
· Mirror Image Rule- an acceptance has to manifest assent to all of the terms of the offer without varying or adding to them
· Options- when an offer makes another in which the offeree accepts by performance.
· Uncertainty- when the terms of a K are unclear or left open, and do not provide a basis for determining the existence of a breach
· Lapse- the time that passes before the offer expires
· Mailbox rule- acceptance is valid once it is sent, unless counter offer or rejection is received prior ************

Consideration- Any performance including forbearance or return promise done or given as inducement for the promise.
Bargained For Exchange- means that the return promise or performance was sought by the promisor in exchange for the promise; that the promise or performance was the reason or inducement for the promise
Legal Detriment-
Mutuality of Obligation
Employment-at-will- an employer can fire an employee at any time for any or no reason
Past Consideration
Illusory Promise- Words of promise which by their terms make performance entirely an option with the promisor and do not constitute a promise
Nominal Consideration- is not sufficient to satisfy the consideration requirement because the mere naming that consideration exists will not make a valid consideration
Pre-existing Duty- ruleprovides that a promise to do something that one is already obligated to do is not consideration for a promise by the other party
Gift with a Condition-
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Detrimental Reliance

Promissory Estoppel
Equitable Estoppel
K. OUTLINE

CHAPTER 1 – INTRO TO CONTRACTS

Definitions

— What is a contract?
(a) An agreement between the parties creating obligations enforceable or otherwise recognizable at law.
(b) A promise or a set of promises by a party to a transaction.
(c) A promise that is recognizable at law.
(d) Can be either oral or written.
(e) All of the above.

— The most important characteristic of a contract is that it is a voluntary and consensual relationship between the parties.
— Assumptions in Contracts Law
o Freedom of contract
o Freedom to contract
o Morality of promises
o Accountability for conduct and reliance
o Social justice and protection of the underdog
o Fairness
o Facilitates trade and commerce

3 Steps

Contract

P. E.

Unjust Enrichment

Restitution

Reliance

injuries caused by a breach of contract.
o In many cases, just compensation would be an amount of money that will put the aggrieved party in the same financial condition he or she would have been in if the contract have been fulfilled.
o Is a party free to contract and renege on their promise? Yes.
o What is freedom of contract? Freedom of contract comprises the freedom to breach a contract if the parties so desired. The only responsibility they have is to pay damages.
o What is freedom to contract? Freedom to contract is the freedom all parties have to contract with whomever they choose at any stipulated price and with the parties of their choice.

The Reliance Principle
— Current law emphasizes promises, the belief that promises should be kept, and in a more controversial way, the question whether obligations should ever be imposed in the absence of a promise.
— What is the doctrine of promissory estoppel? Doctrine that a promise made without consideration may nonetheless be enforced to prevent injustice if the promisor should have reasonably expected the promisee to rely on the promise and if the promisee did actually rely on the promise to his or her detriment.
— Elements of Promissory Estoppel:
o A promise;
o Expectation of detrimental reliance;
o Causes detrimental reliance;
o The reliance is reasonable; and
o Injustice can only be prevented if the promise is not enforced.
— Ricketts v. Scothorn (Grandfather’s Case)
o Why is this case decided differently than Kirksey? At the time of the Kirksey, the doctrine of promissory estoppel was not available, so the court did not even consider the reliance aspect of Ms. Kirksey. If the Kirksey would have been seen 50 years later, the Court would have ruled in favor of Ms. Kirksey.
Equitable Estoppel