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

Dr. Ledwon
Fall 2004
Contracts I Final Outline

Restatement 2d of Contracts
Contract = § 1
· A contract is a promise or a 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.

Promise = § 2
· A promise is a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding that a commitment has been made.
· Manifesting the promise = Promisor
· Manifestation is addressed = Promisee
· Where performance will benefit a person other than the promisee, that person is a beneficiary.

Agreement = § 3
· An agreement is a manifestation of mutual assent on the part of two or more persons

Bargain = § 3
· A bargain is an agreement to exchange promises or to exchange a promise for a performance or to exchange performances.

Requirement of a Bargain = § 17
1. Except as stated in subsection (2), the formation of a contract requires a bargain in which there is manifestation of mutual assent to the exchange and a consideration.
2. Whether or not there is a bargain a contract may be formed under special rules applicable to formal contracts or under the rules stated in § 82 – 94

Effect of Misunderstanding = § 20
1. There is no manifestation of mutual assent to an exchange if the parties attach materially different meanings to their manifestations and
a. Neither party knows or has reason to know the meaning attached by the other;
OR
a. Each party knows or each party has reason to know the meaning attached by the other.

2. The manifestations of the parties are operative in accordance with the meaning attached to them by one of the parties if
a. That party does not know of any different meaning attached by the other, and the other knows the meaning attached by the first party;
OR
a. That party has no reason to know of any different meaning attached by the other, and the other has reason to know the meaning attached by the first party.

Offer and Acceptance = § 22
1. The manifestation of mutual assent to an exchange ordinarily takes the form of an offer or proposal by one party followed by an acceptance by the other party or parties.

2. A manifestation of mutual assent may be made even though neither offer nor acceptance can be identified and even though the moment of formation cannot be determined.

Offer = § 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.

Form of Acceptance Invited = § 30
1. An offer ma invite or require acceptance to be made by an affirmative answer in words, or by performing or refraining from pe

so that a letter or telegram of acceptance started after the sending of an otherwise effective rejection or counter-offer is only a counter-offer unless the acceptance is received by the offeror before he receives the rejection or counter-offer.

Lapse of Time = § 41
1. An offeree’s power of acceptance is terminated at the time specified in the offer, or, if no time is specified, at the end of a reasonable time.

2. What is a reasonable time is a question of fact, depending on all the circumstances existing when the offer and attempted acceptance are made.

3. Unless otherwise indicated by the language or the circumstances, and subject to the rule stated in §49, an offer sent by mail is seasonably accepted if an acceptance is mailed at any time before midnight on the day on which the offer is received.

Option Contract Created by Part Performance or Tender = § 45
Where an offer invites an offeree to accept by rendering a performance and does not invite a promissory acceptance, an option contract is created when the offeree tenders or begins the invited performance or tenders a beginning of it.