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Contracts
University of South Carolina School of Law
Nelson, Eboni S.

Contracts Outline
BASICS
I. Contract Law
a. Common law
i. The cases
b. UCC
i. Rules pertaining to the sale of goods
c. Restatement
i. Rules for the sale of everything else
II. History of Contract Law
a. Shaheen v. Knight
i. Defined basic terms of what is a contract
1. RESTATMENT §1
a. Contract – set of promises the breach of which the law provides a remedy
i. An agreement the law will enforce
2. RESTATEMENT §2
a. Promise – manifestation of intent
b. Promisor – person making promise
c. Promisee – person to whom promise is made
3. RESTATEMENT §3
a. Agreement – manifestation of mutual assent by two parties
ii. Issue of whether doctor’s agreement to make a man sterile through procedure, and subsequent failure to do so is a breach of contract?
iii. Public policy issues:
1. Was doctor provide an express warranty or an implied one?
a. Express is a warranty created and agreed to by the parties
b. Implied is one created by the courts to be placed on the parties based on the circumstances
2. The courts here will not create an implied warranty
a. This could cause chilling effect limiting communication between doctors and patients
i. Flow of information is important
b. Economically doctors would be vulnerable to suits and could lose money on insurance
c. Overarching freedom to contract
i. Courts don’t want to tell people when to contract, when not to
b. In the Matter of Baby M.
i. Freedom to contract issue
1. Parties have the freedom to enter i

and general policy so it was overruled in part

CONTRACT CREATION
I. Mutual Assent
a. Theory of assent
i. To have a contract, there must be a meeting of the minds
ii. It is objective, based on their words or actions, not subjective
b. Embry v. McKittrick
i. Plaintiff went to talk to boss about extending his job contract
1. he boss said not to worry, to him to get back to work
ii. Does this qualify as agreement to contract?
iii. Court says yes
1. Look at what both parties said out loud to each other, not what they thought but didn’t say
iv. It was a reasonable assumption that there was a contract
1. To establish reasonableness, use hypothetical person and defendants position hybrid:
A delectable table:

RP + Plaintiff + Defendant = Court
Yes yes yes yes
Yes yes no yes
Yes no no no
Yes no yes no
No yes no no
No yes yes yes

c. Lucy v. Zehmer
i. two parties drinking in bar make offer and acceptance to buy/sell a farm
ii. next day the seller wants out of his contract, is it enforceable?
iii. Yes, even though defendant didn’t intend to sell in his head, every outward manifestation that night suggests intent to sell
1. Parties were deemed not to be too drunk to have contract voided
d. RULES
i. Restatement §17
ii. RESTATEMENT §18