Contracts Outline
This class discusses the role of contracts in society and the rules for determining which contracts are legally enforceable.
Relational contract- ongoing relationship.
Discrete contract- one time deal.
An actor who breaches an enforceable contract is not liable for punitive damages, only compensatory. If punitive damages are sought, then some other cause of action, a tort for example, must me alleged. All claims arising from the same set of factual elements must be brought up at the same time.
Reasons for Contracting- efficiency, prevent future problems, promotes stability, insures transactions, risk allocation/ avoidance.
Roles of Attorney- fact finding, planning, counseling, drafting, negotiations, litigating
Complaint Elements- Contract, we performed, they didn’t, damages
Possible Responses to a Claim- Deny, admit, don’t recall, affirmative defense, counter claim.
Nominal damages- nominal damages given when winner does not show any real damages; gives winner a moral victory.
Malicious Breach of Contract- a tort, can breach contract and have punitive damages
Appeals judges generally do not reverse fact findings by juries, and rarely do they reverse fact findings by judges.
(Supreme Court of New York is trial court; New York Court of Appeals is court of last resort.)
Notice pleading- gives you notice of the theory of obligation under which you are bring suit against them. If you do not plead the proper theory, you will not get what you deserve.
Unjust enrichment- one party loses and the other gains
Detrimental Reliance- one party loses and other does not gain- claim can be made without enforceable contract. Reliance damages.
Restitution-restores any monetary losses suffered.
Reliance- restores the plaintiff to her status before the incident in question.
Expectancy- restores plaintiff to position expected to be achieved if contract is performed.
I. Contract Supported by Consideration
a. Consideration
i. The actual value of a thing has no bearing on its ability to be used as consideration. Consideration can be the giving up of any right one possesses to another. Parties are autonomous to decide what is consideration. (Man who purchased bunk invention still had to pay promissory note).
1. Exception: Lesion beyond moitie- if a person receives less than half the value of land sold as consideration for that sale, seller may be able to rescind deal.
ii. The boy whose grandma died after giving him a note for $3000 for “being a good boy”
m, then the forbearance of the right to sue under that cause is not consideration.
i. Forbearance of a claim, even an unfounded one, can be consideration if the would be claimant believes the facts compose an actionable cause. (Employee who forebeared to sue in exchange for life employment did give consideration even though he could not sue b/c of worker’s comp.).
b. Not all courts require that the right given up be a legal right, only that that which is given up is something which one potentially could have done i.e. possibly even illegal activity.
v. Mutuality: Only if both parties are bound can either party be bound.
In order for consideration to support a contract, in an ongoing relationship, each party promises to perform some action in exchange for some consideration on the part of the other party. (Man who promised to load “such beets as the
