Professor Amy Boss
I. Introduction to Contracts
a. System of Principles and Rules
i. U.C.C. Governs Sales
ii. A way of allocating risks between parties
b. Evolution of historical forces
i. Theories of Contract: Promise, Exhange, Fairness (reasonableness of exchange, fairness to parties),
c. Philosophy of Jurisprudence of K
i. What is a Contract
d. Economic analysis
i. Need certainty in transactional phases.
ii. Contract fixes terms/risks in a changing market
e. Human story
i. Protecting people from being misled
1. Good faith and reliance on promises.
ii. You can commit yourself to do something
f. Restatement of Contracts (ALS)
i. Written by Williston (contract great
ii. UNIFORMITY –takes law of 50 states and clarifies it tries to make sense of it
iii. Not changing the law but RESTATING the law
a. Is there a promise? (First step)
i. Statement of a present intent to do something or not to do something.
b. Will it be enforced?
i. Promise must be supported by CONSIDERATION to be enforceable (Second step)
1. If promise not there, don’t need to worry about consideration.
ii. Punitive damages not available for breach of contract
1. Case of breach with water contract by neighbors
a. Form-steps parties need to take to make contract enforceable
i. Consideration is more than form
ii. Want to state things that important and channel it
i. Lack of consideration is defense in breach of contract case
1. Gift promise has no consideration and is not enforceable
a. Gift has to be executed to
i. Benefit shows promisor got something
ii. Detriment shows promisor gave something up
1. Motive isn’t important in determining consideration and is not determinative.
iii. E.g. Case where uncle would pay for nephew to stop drinking did not have uncle get benefit. However, nephew restricted his legal rights and hence there was consideration.
iv. Key is interpretation of language/discussion. Want to find evidence of bargain. Court looks at benefit/detriment as EVIDENCE of intent.
Car salesman inviting people to come to auction and enter raffle. You interpret that salesman bargained for audiences time and money and hence has to pay up on lottery winnings, which they exchanged for.