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Contract LLM
University of Illinois School of Law
Kar, Robin B.

 
Outline Contracts for LLMs
 
Basic introduction:
Formation:
– Three beasts of contract law.
 
Requires a bargain in which there is:
–          Mutual assent (to an exchange)
–          Consideration
 
Mutual assent essentially generates reciprocal promises (Assumption of a voluntary commitment).
Can be established in different ways:
–          Two people sign a contract (easy case)
–          Behavior/ conduct that show mutual assent
–          Rules of offer and acceptance
Basic approach to Offer and Acceptance – three steps
 
1.      Check if there’s an offer
2.      Check if there’s an acceptance
3.      Check to see if the offer was accepted prior to termination of the power of accept
– Rejection
– Revocation
– Lapse of time
– Death of the offeror
 
The objective test:
Determines whether a person has “manifested assent” through a voluntary (intentional) action. Determines the content of the mutual assent.
 
Why the objective test; three rationales
 
1.      Empowerment rationale: Promise as a tool
* Promisor wants to be able to induce promisee to do something (by making a trustworthy promise). So promisor wants promise to rely on objective meanings.
2.      Reliance rationale: Don’t harm
*  Promisee might rely to detriment on objective meaning. So should protect promisee.
3.      Evidentiary rationale: Best evidence of subjective intent
 
 
 
 
Mutual assent through Offer and Acceptance
 
Check if there’s an offer:
–          Manifestation of a willingness to enter in to a bargain. So made to justify another person in understanding
–          That his assent to that bargain is invited
–          And will conclude it.
 
If so, check if there’s an acceptance:
 
–          Manifestation of assent to terms thereof
–          Made by the offeree
–          In a manner invited or required by the offer.
 
Courts look at five factors:
1.      Language
2.      History of communications (between the parties)
3.      Directedness (directed to a specific person)
4.      Specificity (specific enough)
5.      Type of transaction
 
Offer and acceptance are defined precisely.
L

harge (redundant)
 
No. 2 Restitution can arise if: (protection of another’s property case)
1. One person takes effective action to protect another person’s property from threatened harm
2. Circumstances justify the decision to intervene without request
No. 3 Moral obligation doctrine: Mills v. Wyman
– A new promise to perform a legally unenforceable promise, become enforceable again without new consideration if there was a prior legally binding contract.
Remedy: Would enforce full promise
No. 4 The material benefit rule: Webb v. McGowan
– Can be enforced if there is a subsequent promise to pay.
Remedy: Enforce promise unless “disproportionate to benefit received”
No. 5 Restitution can arise in constriction contracts when the subcontractors have emptied all legal remedies towards the general contractor and the buyer hasn’t paid any consideration to anyone.