I. Intro to Contracts
a. Restatement 2nd – “A contract is a promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes a duty”
b. Pacta sunt servanda – agreements are to be kept
II. Types of Contracts
a. Expressed à where the stipulations of the contracts are explicitly set out
b. Implied à not spoken or written, but implied through actions
1. Source of the obligation is implied
2. There must be an intent to promise b/t the parties, which is manifest through their expressions
3. Intent is found through conduct not thoughts
4. parties must exhibit a mutual expression of agreement
c. Quasi-Contract à hinges on the idea of unjust enrichment
1. Benefit conferred upon defendant by plaintiff
2. Appreciation by defendant of such benefit
3. Acceptance and retention by defendant of such benefit under such circumstances that it would be inequitable to retain the benefit w/out payment
4. Rule – don’t look to the intent of the parties. If there was no request for the performance, there may be no duty to pay. If you are a volunteer then there is no inequity. Remember unjust enrichment for quasi – K
d. Bailey v. West –
e. implied contract – No K b/c there was no mutual agreement or intent to promise between the parties; plaintiff knew the ownership was in dispute and never had any past dealings w/ the defendant so as to expect anything
f. quasi contract – No quasi K b/c defendant had no opportunity to decline such benefit. Plaintiff’s acts were gratuitous. This is the officious requirement.
g. Rule – In order for a contract to be enforceable, we must have an intent to contract through express writing or verbal or through actions (“implied in fact”). If we have neither, the actor must be expecting to be repaid. If not, the act is purely gratuitous where there is no duty to pay back.
h. Wade Rule – “One who, without intent to act gratuitously, confers a measurable benefit upon another, is entitled to restitution, if he affords the other an opportunity to decline the benefit or else has as reasonable excuse for failing to do so. If the other refuses to receive the benefit, he is not required to make restitution unless the actor justifiably performs for the other a duty imposed upon him by law”
1. Used to determine if there was inequity in a quasi K
a. Did A confer a measurable benefit upon B with the expectation of compensation?
i. If no, then it’s a gift
ii. If yes, there may be inequity
b. Did B have an opportunity to decline?
i. If yes and still accepted, then he is bound to compensate A if by not doing so he is unjustly enriched
2. Damages measured in quantum meruit – as much as deserved, reasonable price
i. Future Sales Contracts – a contract to buy and sell a good at a certain price
i. Rule à court will not annul the contract if the market prices change, did indicate some circumstances where it might be willing not to enforce the contract
ii. Bolin Farms v. American Cotton à Plaintiff (farmers) want to annul contract w/ buyers b/c cotton prices have shot through the roof. Court enforces the contract. Just b/c you made a bad deal doesn’t mean that it can be set aside.
iii. Elements that might affect the enforceability of a contract
1. Fair market price at time of contra
intiff now suiting to get money.
2. Court holds the letter to be an enforceable contract b/c the promisee abandoned to do something (smoke, drink, cuss), which he had a legal right to do, and therefore the promise was supported by consideration.
d. Benefit to the promisee – whenever a detriment or forbearance of the promisee cannot be found, look to the promisor to see if he received some benefit
i. Williston Aide (to help in hard cases where a detriment is not obvious) – look to the promisor to see if any benefit was conferred upon him by the promise (not a conclusive test however)
ii. Langer v. Superior Steel –
1. defendant promised to pay monthly pension to plaintiff as long as he didn’t work for a competitor. Plaintiff did not work for a competitor, but defendant quit payments. Plaintiff suiting to have the pension reinstated.
2. Court holds the promise to contain consideration b/c the plaintiff did not work b/c of the promise when had full right to. Additionally, the defendant received a benefit by plaintiff not working for a competitor.
iii. Tramp Hypo –
1. philanthropist offers to buy tramp a coat in exchange for walking to the coat store. While tramp had a legal right not to walk to the store, it wasn’t really the walk that the philanthropist was seeking, just wanted to give the coat as a gift. The walk is just a pretense for the gift since it is not sought by the philanthropist.
