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Contracts
University of Connecticut School of Law
Jimenez, Dalie

 
UConn Law
Contracts
Fall 2015
Professor D. Jimenez
 
1) Chapter 1: What Are We Going To Be Doing In This Course (​1­39) (R2C §§ 1­4)
a) Introduction
i) R.R. v. M.H. (2)­​surrogacy contract, is it enforceable?
b) What is a contract?
i) manifestation of willingness to enter into/accept and offer, enforce
promises, stops people from exploiting others, enables individuals to create multi­level agreements
2) Chapter 2: Has Your Client Made A Deal?(​41­53, 67­82, 95­125, 129, 131­144, 148­155, 160­164, 165­173 {**Notes 2.2,3.1,3.2}; 174­190, 211­231, 237­245) (21, 22, 24, 26, 17, 25, 27, 30, 36, 87, 29, 32, 50, 54, 58, 63, 69, 59, 61, 200, 201, 202, 20, 79, 81{**comment b}) (​UCC §§ 1­201(3), 1­201(12), 2­102, 2­204, 2­205, 2­206, 2­104, 2­207, 2­305, 2­306, 2­308, 2­309)
a) Determining mutual assent
(1) specific performance­ asking the ct to do something
(2) damages
(a) expectation­ reimbursement of any costs incurred (b) reliance­ what would have been gained through a
transaction
b) Objective theory of assent­​w​hether a reasonable person would understand
from the offerers words and conduct there was an intent to be bound and did the offeree believe the same?
i)  Lucy v. Zehmer (42)­​Drinking at bar. π asks ∆ to sell him ∆’s farm for $50K, Terms written on back of bill and both ∆ and wife sign.
(1)  mental assent of the parties is not requisite for the formation of a contract
(2)  Objective theory of contracts­ looking to the outward expression of a person
ii)  Offer­ R​2S §21, 24
(1) If an offer does not specify whether the offeree may accept by
promise or performance, the offeree may choose a reasonable
method of acceptance. R​2C §§ 36, 42
(2)  Terms should be reasonably certain,
(3)  Ads can constitute an offer when they are clear, explicit, definite,
and leaves nothing open for negotiation
iii)  Lonergan v. Scolnick (70)­​∆ places ad re land to sell. π sends letter
verifying saw correct land, ∆ needs ans quick. π says 1 wk later wants land, ∆ already sold.
(1)  no contract reached, still negotiating and waiting for acceptance. ∆ not bound until π accepts.
(2)  No meeting of the minds
(3)  R2C § 24, 25
iv)  Maryland Supreme Corp. v. Blake Co. (74, 139)​­ contractor and
subcontractor for concrete job at school. subcontractor changed price during job. K accepted at $21 so can’t raise price. priced was raised.
(1)  an offer conditional on acceptance becomes binding once accepted even if there is no written contract
(2)  UCC § 1­201(3)
(3)  UCC §1­103
(4)  UCC § 2­306
v)  Note on U.C.C. Article 2­ UCC only applies to sale of goods for m​ovable objects­­d​oes not apply to property/land
vi)  Destroying the offer
(1)  R2C § 36
(2)  Rejection­​offeree says no to terms. anything but a complete yes is a no.
(a)  Express Rejection­ after an offer has been made, the offeree simply turns it down
(b)  Counteroffer­ replying to an offer by countering with a different price/term is indirectly rejecting the offer. An offer, once rejected, whether expressly or impliedly, is terminated.
(c)  R2C § 38
(3)  Revocation
(a) Direct revocation­ you tell offeror not accepting (b) Indirect revocation­ doctrine of consideration
(i) Dickinson v. Dodds (98)­​∆ offers land, deal open until friday at 9 AM. π hears ∆ is offering/agreeing to sell to someone else. π leaves letter at ∆ house and send runner to meet ∆ on train. Offer nundum pactum (not binding)
if no formal acceptance no need to have formal written or oral withdrawal
R2C § 46
(4) Lapse­​offer expires after period stated in offer or reasonable time
if not defined
(a)  R2C § 41
(b)  UCC 2­206(2)
(c)  Minnesota Linseed Oil Co. v. Collier White Lead Co. (103)­​
telegraph communications re oil sale. π accepts 1 day later, ∆ says not timely and offer was withdrawn before acceptance
(i) Mailbox rule­​acceptance is effective when dispatched (put in mail/send via telegraph) not when rcvd by other party. Acceptance only.
(5) Death (or incapacity)​of the offeror (or offeree)­ if party dies before acceptance the deal dies too
(a) R2C § 48
c) PreservingtheOffer
i)  R2C § 25­​option K,​R2C § 87­​written statements for consideration
ii)  Beall v. Beall (110)­​π wants to exercise option contract for farm land. ∆’s father died (deal made with him). ∆’s son says land no longer for sale. Option K renewal not executed.
(1)  Option Agreements​m​ust be supported by consideration to be irrevocable for the period provided
(2)  if offer is accepted within time limit and before withdrawal K is binding
(3)  Option Ks can take a variety of different forms:
(a) Ancillary­ K not to revoke
(i) “I offer to sell you my land for $50,000 and, in consideration of $50, I agree not to revoke this offer for 30 days”
(b) K with a condition
(i) “In consideration of $50, I agree to sell you my land
if, within 30 days, you pay me $50,000”
(c) In either case, for some separate consideration, the offeror
is bound for a period of time pending a decision by the offeree. ​An offer is binding as an option K if it is:
(i)  In writing, signed by offeror, recites purported consideration for the making of an offer, & proposes an exchange in fair terms w/in a reasonable time; OR
(ii)  Made irrevocable by statute
(iii)  An offer which offeror should reasonably expect to
induce action/forbearance on part of offeree before acceptance & which does not induce such action/forbearance = binding to extent necessary to avoid injustice
iii) Board of Control of Eastern Michigan University v. Burgess (116)­​60 day option contract for land, consideration never paid. On date of signing ∆ wants increased price­­says made π agent aware. Issue of material fact­­remanded to jury trial
(1)  common law­ an option contract without consideration is not enforceable
(2)  material issues of fact must be determined by a trier of fact (jury or judge)­­can’t be decided by higher ct
(3) R2C 25, 87; U​CC 2­205
d) Acceptance
i) Offeror’s cont

emed an acceptance even if offer was not expressly agreed to (equitable estoppel)
(b)  R2S § 69
v) Imperfect acceptances
(1) An acceptance must be a total assent on terms of the offer. Any variation, request, or condition in the acceptance renders it ineffective to form a K
(a)  Counteroffer: “No, I won’t pay X but I will pay Y” = implied rejection & imperfect acceptance
(b)  An acceptance w/ a condition is treated just like a counteroffer
(c) A response that merely adds a new/different term, but does not condition acceptance on the new term (under common law)
(2) Gresser v. Hotzler (166)­​π signs agreement for property but changes dates for survey and closing and sends to ∆ who places on kitchen counter until wife was home to review it as well. ∆ rcvd another offer and decides to sign the new agreement over π agreement.
(a) once offer is accepted a modification does not prevent contract formation regardless of whether modifications are accepted
(i) MN­ can accept offer along with list of suggestions
(b)  Notes 2.2, 3.1, 3.2
(c)  “Mirror Image” Rule­​unless acceptance perfectly
matches the terms of the offer, then it is a rejection of the offer
(i) brightline test for the courts
(d)  R2S § 59,61­​restatement’s version of the mirror image
rule
(e)  Elements to establish estoppel
(i)  misrepresentation
(ii)  reasonable reliance
(f)  UCC§2­207­​
(i) a definite expression of acceptance (verbal or
written) creates a K even if additional or different terms are proposed unless acceptance is expressly conditioned on assent to the additional or different terms
1. Is there a K? If yes go to 2­207(2) to establish what terms apply. If no go to 2­207(3).
(ii)  additional terms are proposals to the K. Between merchants additional terms become part of the K unless…
offer expressly limits acceptance to the terms proposed
they materially alter K
party gives notification of objection within a
reasonable time
(iii)  The actions of both parties can establish a K even if
agreement is not expressly written. K consists of written terms both parties agree to and any supplementary terms incorporated under this Act.
Apply 2­207(2)
Knock­out Rule (majority rule)­ terms cancel
each other out and the UCC default rule (if
there is one) fills in
Drop­out Rule/Fallout Rule­ original term
offered is enforced, all other proposals
ignored