Intro: What is a contract?
Elements of Contracts
Mutual assent
Offer
Acceptance
Consideration
No Defenses
Remedies
A contract is a promise or a set of promises for the breach of which the law provides a remedy, or the performance of which the law in some way recognizes as a duty. (RS1)
A promise is a commitment or an undertaking that some event will or will not occur in the future.
3 Types of Contracts classified by formation
Express or explicit: by words
Implied: from conduct or a combination of words and conduct.
Such as patron going into a restaurant and asking for the spaghetti, patron implies he will pay by making the order.
Quasi: created by law when necessary to avoid unjust enrichment
such as a patient going into an emergency room and getting treated
3 Types of Contracts classified by acceptance
Bilateral v. Unilateral Contracts
Bilateral is formed when two parties exchange mutually dependent promises.
e.g.: I’ll sell you my car for $400 on Friday, party accepts and there are mutual promises that will be fulfilled later.
Unilateral: When one party offers to perform and invites a performance, not a promise, the other party can only accept by performing.
e.g.: I’ll pay you $20 if you cook dinner for me tonight. Other party only enters into the contract if they actually make and serve the food.
This is all different for the UCC
e.g. shipping ball bearings or promising to ship can both form the contract.
Enforcement of Promises not Made as a part of a bargain
Promissory Estoppel: A court may enforce a promise that induces a foreseeable and detrimental change of position by the promisee.
Even if there is no consideration (offering something in return)
Courts may enforce promises that renew or restate a previous promise that was unenforceable.
Such as lacking legal capacity
e.g.: a voidable promise of a minor may be enforced without further consideration
Quasi-Contract-Unjust Enrichment-Restitution
Quasi-Contract=implied in law contract
Mutual Assent
Offer
Intent
Definiteness
Communication to the Offeree
Acceptance
Acceptance is the manifestation of assent that is made by the offeree in response to an offer.
Once an offer is made, it can be accepted until it is withdrawn (or terminated).
Consideration
There must be some exchange of benefits between the parties.
Enforceability (no defenses)
Hill v. Gateway
was not an offer an it was made in jest.
Rule: An advertisement does not constitute an offer unless there is some language of commitment or some invitation to take action without further communication. (RS26) If an offer is made in jest so that the reasonable person would conclude that it was not serious, then it can not be taken seriously as a offer.
Holding: The commercial was merely an advertisement, not a unilateral offer. The tongue-in-cheek attitude of the commercial would not cause a reasonable person to conclude that a soft drink company would be giving away fighter planes as part of a promotion. To create the power of acceptance, there must be an expression of will or intention that leads the offeree reasonably to conclude that a power to create a contract is conferred.
Objectivity v. Subjectivity. Would a reasonable person think this was an offer? Does a reasonable person in WA state think its an offer? Does a reasonable person that is the same age as John Leonard who watches a lot of TV and drink a lot of Pepsi think that this is an offer? Objectivity can become very specific.
Smith v. Boyd
Facts: The Boyds (D) were showing their house to prospective buyers. They negotiated over terms with the Smiths (P) to sell some of their furniture with the house. They agreed on a possible closing date and the agent (Joan Carter) filled out a standard purchase-and-sales-agreement form. The Smiths signed the form but then the Boyds
