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

Contracts Outline
Ledwon 2005

Contract – agreement b/t two or more parties creating obligations enforceable or otherwise recognizable at law.

U.S.S. Definition – A promise or a set of promises for a breach of which the law gives a remedy, or the performance of which the law in some ways recognizes as a duty.
A contract must have offer, acceptance, and consideration in order to be valid.

Agreement – bargain of the parties in fact as found in their language or by implication form other circumstances including course of dealing, or usage of trade or course of performance

Manifestation of mutual assent on the part of two or more persons

Promise – Undertaking to act or refrain from acting in a specified way at some future time

May be stated in words either in oral or written form, or may be inferred wholly or partly from conduct.
This, that a promise may be expressed or implied

Goods – Movable things other than money and various intangible rights
Sale – Passing of title from the seller to the buyer for a price
Caselaw – Judicial decisions, precedent, stare decisis
Agency – Agreement re: consensual relationship in which one person, the agent, agrees to act on behalf of, and subject to the control of another person, the principal.
· This relationship is fiduciary

Offer – Manifestation of willingness to enter into bargain so made as to justify another person in understanding that her assent to the bargain is invited and will conclude it. It is conditional only on acceptance by the offeree.
· Creates power of acceptance in the offeree
· Offeror is master of the offer.

Acceptance – Manifestation of willingness to enter into the exchange as offered by the offeror
Bargain – An agreement to Exchange promises or to exchange a promise for a performance or to exchange performances.
Consideration – In exchange for the grant of an option the offeree has to give something to the offeror to establish a valid contract; that which the offeree gives up in the contract.

Elements of a Contract
· Oral or written agreement
o Has to be voluntary
o Parties act with free will and intent to be bound, reaching agreement on essential terms of their relationship
o To decide voluntariness, courts use objective analysis
· Involvement

manifestation of assent
o Social Justice and the Protection of the Underdog – Balancing freedom and accountability against the need to protect vulnerable parties
o Fairness – Sensitivity to the equities of individual cases and the circumstances of the parties
o Economic Aspect – Facilitates trade and commerce
· The common law of K is state law; even when the fed court does hear a K case, it applies the state law and follows state precedent
¨ U.C.C.
Ø Was created to codify, change, or add to common law.
Ø Is not applicable to all contracts, but only certain specific transactions like the sale and lease of goods, negotiable instruments, and documents, and security interests in personal property.
Ø One of its goals is to unify commercial law throughout the country.
Expressly states that the principles of law or equity supplement the provisions of the code unless displaced by particular code provisions.