Contracts Outline

INTRODUCTION
NATURE AND HISTORY OF CONTRACTS
 
Contract
Offer + (Acceptance – Revocation) + Consideration – Revocation
O = offer, A = acceptance, C = consideration, R = revocation, D = defenses
 
Why Study K:
It’s Important
            a.                     Hume, Treatise on Human Nature, Three Laws necessary for the                                         preservation of society
                                    (i)         stability of possession
                                    (ii)        transference by consent
                                    (iii)       performance of promises
            b.                     Necessary to our market system
            c.                     Hard to imagine a world without K
 
Contract Law Authority
Common law is judge-made law that applies to all legal disputes in the US unless a specific statute or enactment applies.
The Restatement applies to all contractual disputes in the US, but is only persuasive authority.  
The UCC applies to all disputes involving the sale of goods in the US (except Louisiana), and is binding authority. 
The CISG applies to international disputes involving the sale of goods when the litigants have their places of business in different countries that have signed the convention, and is binding authority.
 
Assumpsit
A common-law action for breach of contract
 
Primie Facie case of Breach of K:
Mutual Assent
Enforceability
Breach
 
PUBLIC POLICY CASES:
 
Noble v. Williams
Teachers entered another contract of goods for supply (for another vender).
-school board not liable
R: One cannot force another into K without the other’s consent
 
 
 
Hurley v. Eddingfield
FREEDOM FROM K
How can convince that Dr. should be compelled to help
–          Tendered offer but refused to help
–          Freedom not to be enforced into K against will
R: one can refuse to enter into a contract with another
 
Cotnam v. Wisdom
Doctors operated on unconscious man, can recover? Unconscious and did not consent
–          Doctors recovered, Quasi K- (implied in law): Legal fiction. Its not a K, something that the law creates not the parties, even though at least one of the parties did not intend for it to be created.
–          Benefit conferred not paid for
–          Test: 1. Was there enrichment? 2. Was it unjust
When one does not (or cannot) refuse, public policy may force another into a “contract” without the other’s consent.
 
Three types of K:
1. Quasi-K (Implied in Law): not a K, legal fiction- constructed by court
2. Implied in Fact: legally just as binding a express K. Ex: mowing law, offered 20, employee runs to lawnmower and begins, employer accepting- K formed by manifestations of assent other than oral or written language
3. Expressed: made explicitly by words, either written or verbal
 
Shaheen v. Knight                  p.8
Failed vasectomy, unplanned child
Damages are void against public policy because children are blessings
R: K can be enforceable on grounds of public policy, but damages cannot
–          Freedom From K
H: No damage, normal birth of normal child.
 
§1 Contact Defined
            A K is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which law in some way recognizes a duty
 
§2 Promise; Promisor; Beneficiary
            (1) A promise is a manifestation of intention to act or refrain from action in a specified way, so made as to justify a promisee in understanding that a commitment has been made.
            (2) The person manifesting the intention is the promisor
            (3) The person to whom the manifestation is addressed is the promisee
            (4) Where performance will benefit a person other than the promisee that person is a beneficiary
 
 
 
 
§3 Agreement Defined; Bargain Defined
            An agreement is a manifestation of mutual assent on the part of two or more persons. A bargain is an agreement to exchange promises or to exchange a promise for a performance or to exchange performances.
 
 
§4 How a Promise May be Made
            A promise may be stated in words either orally or written, or may be referred wholly or partly from conduct.
 
History
From families to individuals (status to K)
K replace family Ties
Can’t enforce all promises, K enforceable only for certain actions
Develop a general basis for enforcing promises: ASSUMPSIT
Assumpsit: person accepts duty and then causes harm
Purely executory K: only promises made, no performance, CAN RECOVER
 
Freedom of Contract and Public Policy
 
§157 When a Term is Unenforceable on Ground of Public Policy
            (1) A promise or other term of an agreement is unenforceable on grounds of public policy if legislation provides that it is unenforceable or the interest in its enforcement is clearly outweighed in the circumstances by a public policy against the enforcement of such terms.
            (2) In weighing the interest in the enforcement of a term, account is taken of
                        (a) the parties’ justified expectations
                        (b) any forfeiture that would result if enforcement were denied, and
                        (c) any special public interest in the enforcement of the particular term