Select Page

University of Dayton School of Law
Dickinson, Diana S.


I. Contract:
Exchange relationship created by oral or written agreement containing at least one promise and is enforceable. (4 elements)
A. Agreement
§ Voluntary consensual relationship
§ Only objective standared is required – would lead the other party reasonably to understand thast agreement was reached
§ Volition- party cannot be coerced or tricked
§ Oral or written except when statute of fraud applies
B. an exchange relationship
§ Parties bind themselves to each other for the common purpose of the K
§ Exchange
§ Facilitate and regulate these exchange
§ Principle motivation for contracting and the guiding rationale for the rules of K law
C. Promise

There must be a promise for a K to exist
Restatement §71: a promie that is bargained for is consideration if the promised performance would be consideration
Some commitment for the future, some assumption of liability lasting beyond the instant of agreement
Promise is an undertaking to act or refrain from acting in a way at some future time
Express words or implied
Bilateral: promise remain outstanding on both sides
Unilateral: one party has fully performed and all the remains is a promise by the other
Instantaneous exchange is not a contract

“as is” right away because there’s nothing for the future

Bilateral contract: a promissory
HYPOàA give B a check for goods, B says “it is unbreakable for 3 days”, therefore B had made a promise which will allow recourse if it does not meet the agreed standard. The check is not immediate because it has to go to the bank first

§ Conditional Promise
§ A promise is conditional if its performance will become due only if a particular event, know as a condition occurs, that the event must occur before the promisor must perform
D. Enforceability
§ Private lawmaking by which a person create a kind of personalized statute to govern relationship

Pg 51
I. Objective test
Meeting of the minds may not be in true accord, even though their manifestations of assent appear to be congruent
A. Reasonable person standard
Manifestation of assent are interpreted in the standpoint of a reaosnalbe person in the position of the party to whom the manifestation was made
Ask the action and words should be understood if interpreted reasonably in the context of the transaction by a person with the knowledge and attributes of the party to

Offeror accepts
K on terms of counteroffer

Offeror rejects
No contract

Makes a counter offer


a. Restatement §24: an offer is a manifestation of willingness to enter into a bargain so made as to justify another perons in understanding that his assent to that bargin is invited and will conclude it
Restatement §30 an offeror has power to specify but in the absence of that then acceptance in any manner in a reasonable in the circumstances

– offer must contains 5 different elements
1. must be communicated, does not take affect until offeree knows: be objective understood as an offer
offer must indicate a desire to enter into a contract