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St. Thomas University, Florida School of Law
Plass, Stephen A.



Intent to Contract

R2d §1- Def. of a Contract
· A contract is a promise or set of promises for the breach of which the law gives remedy, or the performance of which the law in some way recognizes as a duty

R2d § 19 – Mutual Assent
The manifestation of assent is interpreted through the parties actions (or non action), behaviors, & written or spoken wordsà Must display present intentà commitment, promise, relaince

Objective Standard- Also used to determine ones INTENT
Assent & Intent in Contract law are judged by the objective standard (reasonable person)à Ct. looks at parties expressions, actions, and words
(as opposed to the subjective standard—taken as is
“we must look to the outward expression of a person as manifesting his intention rather than to his secret and unexpressed intention. The law imputes to a person an intention corresponding to the reasonable meaning of his words and acts.

R2d §21 Intention to be legally Bound
Neither real nor apparent intention that a promise be legally binding is essential to the formation of a contract, but a manifestation of intention that a promise shall not affect legal relations may prevent the formation of a contract.
Case law: INTENT

Void — Produces no obligation for the promisor

Voidable – One or more parties can ratify or extinguish the contractà eg fraud/mistake/duress

Enforcable – When a party is entitled to a monetary judgement , an injunction, or specific performance b/c of a breach

Unenforcable – Contracts with some legal consequences but may not be enforced in an action for damages or speci

A Contract made in jest is valid and enforcable if the parties actions effecuate the intent to contract

– Minority view – you need to satisfy both, the subjective and objective standards.

– Majority view -you only need to satisfy only one of the elements (OBJECTIVE). Outward manifestation of inward exexpressions of intentà (reasonable person standard)

Class Note:
o Delivery is not needed to enforce the contract

Balfour v. Balfour (Husband and wife case) R2d §21
(Intent to Contract)
An agreement where the parties did not intend to K and they didnt mean to have legal consqenses so it does not equate to a contract b/c no Intent

Not every promise made by another is a legal contract– needs intentà to have an offer

Sanchez v. Life Care Centers (At- Will Rule)à Disclamers
(Intent to Contract)à Implied in fact promise
RULE- disclamers of contractual intent must be conspicious and clear.Outcomeà When an employee handbook disclaimer is unclear as to the modification of an employment relationship, the court must weigh evidence to interpret the contract (Fact v Law)

K.D. v. Educational Testing Services (LSAT Cheater)
(Intent to Contract)
· RULE: A adhesion K is enforceable if it is reasonable or provides a valuable public service

MCC v. Ceramica (Idiot doesn’t understand Italian but signs k)
(Intent to Contract)
Rule: Parties who sign contracts will be bound by them regardless of whether they have read them or understood them.