Contracts I – Outline
Prof. Kruse
[Weeks 1-2]
Overview of Class: Contracts 1 covers (1) Contract Formation: Mutual Assent, Offer & Acceptance, (2) Consideration, (3) Remedies for Breach of Contract; (4) Statute of Frauds.
Contract Law: It’s addressing itself to its specific question affecting our economic interest as human beings. If “x” makes a promise to “y” when to what extent and under what circumstances will the law compel “x” to either perform that process or pay damages to “y” for not doing so.
Example using the UCC in test essay:
The UCC applies to this case because a Nolan Ryan rookie card is a good since it is movable at the time of identification to the contract.
Types of Legal Authorities:
Primary Authority: (the “law”) constitutions (positive law), statutes (positive law), case law (precedent)(not positive), court rules (positive law), and administrative rules (positive law).
Secondary Authority: (not the “law”) restatements, treatises, periodicals, encyclopedias, and ALR annotations.
Most of contract law comes from case law (dynamic changes). === legal precedent
Courts may adopt restatements.
Main Contracts Authorities
Precedent – Law – Case Law (by Courts)
Statues – Law – U.C.C (state legislatures)
The Uniform Commercial Code
(began to be enacted, state-by-state, in 1953)
(Definitions of goods on p. XXXI of text)
Restatements – Not the law, but highly persuasive —restates what courts have said–
Restatement I (1932) and Restatement II (1979)
Treatises – Not the law, but persuasive ex..Hornbook
Murray on Contracts
Calamari & Perillo on Contracts
Farnsworth on Contracts
White & Summers (Uniform Commercial Code)
I. Mutual Assent: If the offeror has clearly manifested a willingness to enter into a contract in such a way that the other party, the offeree, knows that assent is all that is necessary to cement the deal, and the offeree accepts, the requisite mutual assent exists.
A. Contracts Defined: A contract is a promise that the law will enforce.
§ Contract law exists to protect economic interests through enforcement of promises
B. Formation generally: In order to form an enforceable contract, there must be a meeting of the minds, a/k/a Mutual Assent.
§ If the O/r has manifested a willingness to enter into a contract in such a way that the O/e knows that assent is all that is necessary to cement the deal, and the O/e accepts (i.e., assents), then mutual assent exists.
§ Basic formula for mutual assent: O + A = K
§ O + A (through words or conduct)
§ Meeting of the minds of all or both parties to a contract
§ Each agrees to all the terms and conditi
secret intention or state of mind
2. Implied In Fact Contract/Assent: Mutual assent, i.e., consent to K terms may be found to exist despite the absence of an express agreement – It can be inferred from the parties’ conduct
· Ex. Stepp v. Freeman (Lottery case) Implied-in-fact K’s: surrounding circumstances, conduct, declarations of the parties, can result in a “tacit understanding” that a contract exists if the surrounding circumstances make it “reasonably certain that an agreement was intended”
· Not clear when contract existed, just that it arose before cause of action arose….won lottery
· Ad hoc – case by case
Expressed Contract: Assent is expressed in oral or written acceptance. Verbal in law means with words….written or spoken.
Implied in Fact: Surrounding circumstances, including conduct and declarations of parties, that make it inferable that the contract exists as a matter of tacit understanding
Implied in Law: A remedy by court to reach fair.
Compare:
Express contracts: assent is expressed in form of oral or written O + A (oral or written WORDS)
