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Contracts
St. Thomas University, Florida School of Law
Sullivan, Todd P.

CONTRACTS OUTLINE
 
I. The Autonomy and Security Principles
 
INTRODUCTION
 
-Promise: a commitment or an undertaking that some event will or will not occur in the future; made by using express words or implied by conduct or some form of words and conduct R §§2,4
 
•Hawkins v. McGee: Purpose of awarding damages for breach of contract is to put the plaintiff in as good a position as he would have been in had the defendant kept his contract.
Restatements §§1-5
 
-Statements of Mutual Assent, see Restatements §17-20
            •Lucy v. Zehmer holds that if a person’s words and acts, judged by a reasonable standard, manifest a certain intent, it is immaterial what may be the real but unexpressed state of that person’s mind.
            -For more on
 
FORMATION – OR NOT – OF AN AGREEMENT
 
•Embry v. Hargadine, McKittrick Dry Goods Co. holds that the secret feelings, intentions, or beliefs of a party will not affect the formation of a contract if their words and acts indicate that they intend to enter into a binding agreement.
-if the other party reasonably relies on the promise, an undisclosed intention will not affect the formation of a binding contract. 
 
•Oswald v. Allen (“The Meeting of the Minds” case) holds that a contract does not exist when the terms used to express an agreement are ambivalent, the parties understand the terms in different ways, and neither party should have reasonably been aware of the other party’s understanding.
-subjective beliefs DO matter at least where the parties have different understandings of the basic material elements of the deal, in this case, what is being sold
 
OFFER & ACCEPTANCE
b. Offers
R §24: Offer Defined
•Mesaros v. US holds that where one party solicits and receives an order or other expression of agreement from another, clearly specifying that there is to be no contract until ratification or assent by some officer or representative of the solicitor, the solicitation itself is not an offer, it is a request for an offer
-most of the time, ads do not solicit an offer and sending in an order is not acceptance
*Exception to Mesaros:
•Lefkowitz v. Great Minneapolis Surplus Store holds that a newspaper ad (for the sale of an article) which is clear, def

valid despite conditional language if the acceptance is clearly independent of the condition” BUT that does not occur in this case
R §42-43: Revocation
•Petterson v. Pattberg rules that an offer into a unilateral contract may be withdrawn at any time prior to performance of the act requested to be done.
 
OPTION CONTRACTS
R §25: Option Contracts
R §37: Termination of Option Contracts
R §45: Option Contract Created by Part-Performance
•Marchiondo v. Scheck rules that where an offer invites an offeree to accept by rendering a performance, an option contract so created is conditional on the offeree’s completion of performance in accordance with the terms of the offer.
– in case of unilateral offer, the beginning of performance renders the offer irrevocable; if offerree finishes performance, then contract is bound, but if he doesn’t then contract was not accepted and there is no issue.