Contracts Woods Fall 2014
Chapter 1: An Introduction to the Study of Contract Law
A. Contract Law in the First-Year Law Curriculum
a. Lucy v. Zehmer: If a party to the contract has a reasonable belief that the other party has the requisite intent to enter into the agreement when he does not, the contract is still enforceable.
i. The unexpressed mental assent does not matter when the actions and words communicated indicate that the agreement is serious and legitimate.
b. Contract: An agreement between two or more persons; a common understanding as to something that is to be done in the future by one or both of them.
i. Can also mean the document or set of papers in which an agreement is set forth.
ii. For lawyers, contracts have legal effect.
c. Contracts deal with agreements regarding various types of performances, including:
i. Conveyance of property
ii. Performance of services
iii. Payment of money
d. Certain crimes can involve multiple types of law.
i. For example: Fraud can include contract law and tort law.
B. The sources of Contract Law
a. Judicial Opinions
i. Stare decisis: Adherence to past decisions or precedents.
ii. There will be times when a common law judge concludes that blind adherence to precedent would produce an unjust result.
iii. Precedents are binding if they were made by higher courts or in the same jurisdiction. However, they can be avoided by:
1. Overruling
2. Distinguishing current case from previous
iv. Some cases cannot be decided on basis of precedent alone, so courts turn to “policy” (societal goal).
b. Statutory Law
i. Statute of Frauds: Requires certain types of contracts to be evidenced by a signed writing to be enforceable in court.
ii. Uniform Commercial Code: A major statute with general importance to all phases of contract law.
1. A contract to buy is covered by UCC section 2.
iii. Uniform Sales Act: Composed largely of provisions applicable by their nature only to sales of goods.
iv. When a court decides a case is governed by a statute, its reasoning differs from that used with common law.
v. All courts are bound to follow provisions of valid statutes.
vi. The legislature has ultimate lawmaking power so long as it acts within the bounds of constitutional authority.
vii. Statutes trump previous judicial opinions when there is a conflict.
c. The Restatements
i. American Law Institute created the Restatements in 1923 to create accurate and authoritative summaries of the rules of common law in various fields.
d. Legal Commentary
i. Legal commentary has been influential in shaping the course of the common law of contract.
ii. Two of the most influential commentaries are multivolume treati
ter inefficiency.
5. Other scholars said that the focus on efficiency was too narrow.
D. The Lawyering Perspective
i. Particularly with commercial contracting, lawyers are frequently consulted by their clients before disputes arise, at a time when contracts are being negotiated and drafted.
ii. A lawyer will be a:
1. Negotiator
2. Counselor
3. Drafter
4. Advocate
iii. The majority of disputes that the rules of contract law could solve are never submitted to a court for decision.
E. Contract Law through Case Study: Two Examples from Different Periods in Time
a. Allen v. Bissinger: If two parties have different ideas of what is being agreed upon, one party cannot say that the contract is invalid upon realizing that fact.
i. Inner thoughts and ideas are immaterial.
b. Feldman v. Google, Inc.: A “clickwrap” internet agreement will be enforced if it sufficiently provides the use reasonable notice of the agreement’s applicable terms and conditions.
c. Both of these cases have courts wanting a meeting of the minds, but court can only go by outward manifestations of the parties.
