a. Contract Definition: An agreement between two or more parties creating obligations that enforceable or otherwise recognizable at law. When entered into a contract it is recognized by law that it is a duty and if the duty is breached the law gives a remedy. “ A legally enforceable promise”.
i. It does not have to be in writing to be enforceable
1. Contracts can be made before writing
1. Does not make a difference; once the details consummated, deal is done
iii. Contract laws generally give you money rewards, only in extraordinary conditions will they grant specific performance
b. Elements: Offer + Acceptance + Consideration = CONTRACT
1. A promise to do or not to do something in the future, a display of willingness to enter into a contract on specified terms, made in a way that would lead a reasonable person that an acceptance, having been sought, will result in a binding contract.
1. An agreement either by express or implied acts to a term of an offer so that a binding contract is formed.
c. Contract Law
i. Cannot make judgment of a contract with opinions
ii. Rarely will you win specific performance, usually win money award
iii. If one does not have a contract, one does not have contractual rights
iv. Tort v. Contract
1. Usually a matter of statute of limitation
d. Implied in Law Contract: The court imposes it upon the parties; quasi-contracts
e. Implied in Fact Contract: Conduct suggest the contract through actions, etc.
f. Executory contract: a contract that has not been fully performed
a. Indefinite: Missing important element and it is void
b. Memorializing: To write
c. Illusory: Had no promise from the start
d. Judication: Only to the issue brought
e. At-will: Employment can be terminated by either party
f. Public policy: constitution, regulate ,community standards, acts of morality that is of public sentiment
i. Use it for disability, race firings
g. Implied in fact: When there are procedures outline firing processes (and no disclaimer)
h. Implied in Law Exception: Use to protect vested (or near vested)
i. A lot of times these are pension cases
Grounded in reasonableness.
a. In K.D. case, the LSAT performed analysis rather than just stating student cheated.
2. Power kept in check:
a. Regulated, by themselves or government
i. Business situations:
1. The court will presume that the parties intended their contract to be legally enforceable
ii. Social or domestic situations:
1. The presumption will be that legal relations were not intended
a. An agreement is not a valid contract unless the parties intend that it can be sued upon (i.e., intend that it be “attended by legal consequences”). (Balfour v. Balfour)
i. When a disclaimer located in an employee handbook is not physically conspicuous and its contents are ambiguous or not apparent as to the modification of the nature of the employment relationship, the interpretation of the contract becomes a mixed question of law and fact for the court to determine. (Sanchez v. Life Care Centers of America, Inc.)