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Contracts
University of Oklahoma College of Law
Knippenberg, F. Stephen

Contracts: Summer 2015 Checklist
Scope:
 
_____Common Law (2)                      _____UCC (Sale of Goods/ Between Merchants)  (2)
 
____Formation: (2, 18)
_____Contract Promise (2)
 
____Offer (2,18) (Firm Offer, Option Promise, Ads, Lowest Price)
 
____Acceptance (2, 18) (Mailbox Rule, Mirror Image Rule, UCC 2-207, BoF)
_____Consideration (4, 19) (Bargained for, Benefit/ Detriment, Promissory Estoppel)
 
_____If no consideration: Promissory Estoppel (4, 19)
_____Quasi Kx (4 ,5, 17, 20)
_____Restitution: remedy is the value of the benefit conferred (Skip remaining Kx analysis and go to Restitution Dmgs)
 
____Enforcement: (5, 19)
____Definiteness (5, 19, 20)
 
____Statute of Frauds (Executor/Administrator; Suretyship; Marriage; Land Kx; One year; Sale of Goods) (5, 19)
 
____Incapacity (Minority/ Mental Infirmary) (7)____Duress (7)
 
____Fraud (Concealment and Misrepresentation) (8, 20)        ____Unconscionability (9, 20)
 
____Public Policy (10)                        ____Illegality (Performance/ Subject Matter) (10)
 
____Gift Promises (5)
 
____Performance/ Breach: (11, 20)
 
____Omissions (PER?) (11)____Ambiguity (11, 21)
 
____Conditions (Precedent, Subsequent (Terminating), Constructive, Express) (12, 21)
 
____Non-occurring conditions (Prevention, Waiver, Estoppel, Election?) (13, 14, 21)
 
____Doctrines of Response to Breach (Substantial Perf., Divisibility, Restitution) (14, 21)
                       
                        ____Repudiation (15)
   
                        ____Excuses (Mistake, Impossibility/ Impracticability, Frustration of Purpose) (15, 16, 20, 21)
 
IV. ____Remedy: (16, 21)
 
____Expectation (Most cases) (16, 22)                        ____Restitution (Quasi Kx) (17, 22)
 
____Reliance (Promissory Estoppel) (17, 22)
 
 
 
Contracts Outline: Summer 2015
Scope:
UCC: Sale of goods or is between two merchants
Common Law: Governs all other contracts
Contract Promise: usually enforced (R1) a contract is a promise or a set of promises for the breach of which the law gives a remedy [right], or the performance of which the law in some way recognizes as a duty
 
Offer: (R24) the manifestation of willingness to enter into a bargain so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it
Corbin: An act whereby one person confers upon another the power to create contractual relations between them
Must be equitable (done or not done) and not Illusory (Pyeatte v. Pyeatte: While an enforceable contract does not exist because the promise does not meet the requirement of ‘definiteness’, a quasi-contract does exist because it would be unjust to allow the appellant to retain the benefits of her extraordinary and unilateral efforts prior to the dissolution of the marriage)
Illusory promises are equivocal and promises must be unequivocal. Therefore, an illusory promise is not a promise at all, therefore no Kx may be formed around an illusory promise. OR Illusory promises are not consideration for an offer.
Subjective Satisfaction clauses can make a promise seem illusory, but: “good faith” keeps the promise from being illusory`
Gibson v. Cranage: Rule:*In a subjective satisfaction clause, the promise is not illusory if the statement of satisfaction is given in good faith.
Holding: “The subjective satisfaction clause does not make the promise from the defendant illusory because his statement of satisfaction was made in good faith.”
Third-Party Satisfaction:
Acceptance: (R50[1]) Acceptance of an offer is a manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offeror
Mailbox Rule: Acceptance of an offer is effective upon dispatch, not receipt.
United States Life Insurance v. Wilson
Except: Acceptances for Option Kx effective upon reciept.
Acceptance w/ Ref: Restatement 23: it is essential to a bargain that each party manifest assent with reference to the manifestation of the other (Brodneaux v. Ledbetter: Wanted ad)
Part Perf. Acceptance: Restatement 51: Unless the offeror manifests a contrary intention, an offeree who learns of an offer after he has rendered part of the performance requested by the offer may accept by completing the requested performance
Inducement not req. for Consid: Restatement 81(2): The fact that a promise does not of itself induce a performance or return promise does not prevent the performance or return promise from being consideration for a promise (Diamond Jim fishing contest
By lapse of the offer: expiration of the period within which an offer can be accepted
Revocation by the offeror: an offeror can terminate an offer any time before it has been accepted by revoking it
Except: Option Kx: a promise not to revoke
Must be supported by consideration,
Except: Under UCC, it needs no consideration- “firm offer”
Rejection by offeree does not terminate power to accept
Death of offeror does not terminate power to accept
Unilateral contact: implied option when performance begins (must be greater than general preparation)
Dickinson v. Dodds: an offeree’s power of acceptance is terminated when the offeror takes definite action inconsistent with an intention to enter into the proposed contract and the offeree acquires reliable inf

rgoing the exercise of a legal right constitutes a detriment to the Promisee (only in some jurisdictions)
If no consideration: Promissory Estoppel/ Restatement 90:
A promise which the promisor should reasonably expect (objective standard) to induce action or forbearance on the part of the promise or a third person and which does induce such action or forbearance is binding if injustice can be avoided only through enforcement.
Estoppel used in Family Kx, Land, and Charity)
Stay in Kx analysis because the other person is merely estopped to deny consideration, which essentially means there is is a Kx analysis still.
Pre-Existing Duty Rule: A duty that one is already legally obligated to perform cannot be consideration for a new promise. If one already has a pre-existing duty to do what they are promising à no consideration
Exception: Where there is an express/ implied rescission (I agree to give up my contractual duties if you agree to give yours up), then Pre-Existing Duty rule does not apply because the original contract was rescinded and now a new one may be formed.
An implied contract for recission may occur where there are:
Changed circumstances
No bad faith
 
Gift Promise: not usually enforced (If Kx analysis fails)
Restitution: as a cause of action occurs when
There is an enrichment to the other party
The enrichment is unjust (the person expected payment from that party)
Cotnam v. Wisdom: (Because Wisdom's emergency services to Harrison created an implied contract, even though no actual contract was formed due to Harrison's unconscious state, and because the ability of Cotnam to pay for the services are irrelevant to the determination of a reasonable charge, Cotnam must pay for the restitution for Harrison's services, but not with consideration to his ability to pay)
Callanos, where they enriched the general contractor, but never expected payment from the general contractor, rather, the owner of the property who died.
If a cause of action in restitution is found, skip the rest of Kx analysis and apply Restitution damages (value of the benefit conferred)