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Contracts
University of Mississippi School of Law
Case, David W.

Contracts August 25, 2009

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Assigned seat: 5 rows back, 2 seats in from Stage Right

How to think like a lawyer, Analytical Framework:

IRAC in legal research and writing BUT in here

FIRAC:
1. Facts
a. What happened that caused the promise/agreement/transaction to be breached
2. Issues
a. Conflicts and disputes fall within areas of the law
b. Identify which issues are raised
3. Rules
a. Substantive body of law that governs the issues raised by the facts
4. Analysis
a. Issues that can be raised by both sides
b. What arguments both parties can make
c. Must reason out the application of the rules to facts and issues to reach conclusions (like a math problem that shows all steps of solving)
d. Plaintiff v. Defendant seeking legal relief under subject area law and Defendant resisting
i. Both sides with attorneys pressing their side of the issue and trying to persuade the fact-finder (judge or jury)
ii. Also, in pre-trial analyzing to give advice to client (never make promises to clients if might even remotely be wrong, couching non-absolute terms)
iii. Analyzes the problem from both sides regardless of which side I am representing
iv. Assessing risks and probabilities
5. Conclusions
a. Based on what analysis leads to
b. Sometimes both sides have strong arguments and probabilities of prevailing may be fairly close
c. Actual are POTENTIAL conclusions

The FIRAC method should be used for every case. Use facts, issues and rules to develop my own analysis. Closely examine reasoning of the court. Were there other arguments that could have been presented? If given these facts by a client, how would I have analyzed this?

HW: start with page 21 through 20 pages

8/27/09

What promises will the law enforce? Gratuitous? Mutual exchange? Role of public policy? Illegal promises?

IF you have a legally enforceable promise, what remedy is available if there is a breach?

Sources of Contract Law

1. Common Law/judge-made law: adhere to stare decisis (prior precedent)
2. Statutes: often contract law goes off state law
3. Provisions of the Uniform Commercial Code: UCC
4. Restatement Second of Contracts: persuasive authority, NOT binding because it is not statutory law that has been enacted by any state legislature or Congress, can become binding law (if the state adopts a Restatement rule as the rule of that jurisdiction; if the legislature codifies a Restatement rule)
5. Treatises/Legal Commentary: Calimari? West Publishing Contracts treatise, Farnsworth

Objective Theory of Contracts: what is an offer?
· contracts are words, can be written, spoken, conduct

How do we evaluate those words to determine whether or not we have mutual consent respect to the issues of the agreement?

Basic Principle: we are all held to the objective belief of what others would reasonably believe we intend
· what would a reasonably objective person observing the contract believe
was meant?

Ray v. Eurice Bros. Incorp
· In specific response to the Feb 14(5) specs that Ray says they signed, Eurice says we agreed to the 3 page specs
· John admitted that he read the part of the contract that said Memorandum Specs with that date
· Mr. Ray says that on the day of the contract signing, they sat down and reviewed the contract line by line, reviewed all the specs
· On Jan 9 Mr. Ray had specs, and they went over them and altered them
· John signed the contract
o Henry started looking and got mad at John
o Also, the cost of the contract might have exceeded the bid
o Obsessive Compulsive Mr. Ray butts heads with H

ce within prompt time
o Appellate Court saysà April 8th letter does not meet requirements of offerà no power of acceptance createdà no need to worry about time if no offer
· Offer defined: an offer is the manifestation of willingness to enter into a bargain 1) so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it 2) is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a further manifestation of assent
o April 8th letter: simply a response to questions from Lonergan, a form letter
· Why did trial court have a different rationale? Does this matter to Scolnik?
o no acceptance vs. no offer
o Very likely to make the seller be more careful with his letters
o Future litigants care, establishing precedent
o The appellate court rule is more objective, cleaner
· What if the trial court had been right?
o Sect. 63 of Restatement (2d) of Contracts
o Time when acceptance takes effect
o Acceptance made in a manner and by a medium invited by an offer is operative and completes the manifestation of mutual assent as soon as put out of the offeree’s possession, without regard to whether it ever reaches the offeror; but
o An acceptance under an option contract is not operative until received by the offeror
§ If you mailed me the offer, you are inviting a response in the same manner