Contract Law

1. Contracts: 2 sets of contract rules to learn

a. common law contract rules: apply to contracts that are not a sale of goods ( real estate, insurance, employment, professional services)

b. Article Two of the Uniform Commercial Code (UCC): governs transactions involving the sale of goods ( tangible personal property )

c. Contract: set of promises where court holds each party accountable; if a contract is not performed, one of the parties may be held in breach(ОҐ*Ò') of contract

2. Oral vs. Written contact

a. equally enforceable( Ñ--ЙКµÐš©µÐ")

b. Oral is difficult to prove; written has more proof

3. Parties:

a. promisor/offeror: making promise

b. promise/offeree: accepting promise

Requirements

1. offer: may be either oral or written (or sometimes by actions);

must be communicated by offeror;

definite(Ð"чИ*µÐ"), offeror must show intent;

same for promise;

communicated: let offeree know that offer has been made;

definite: must be clear enough that offer is made, must have all terms;

UCC will use GAP fillers, will fill in anything that is out except quantity(UCC-only applies commerce; sale of goods; sale of services-UCC does not apply because it missing terms than indefinite offer)

Intent: promisor has to have intent to do this promise

a. Illusory(Кâ„-ИЛОуÐ...вµÐ"Ј¬Ð-ЫÐ-­µÐ") promises: A promise that pledges nothing, because it is vague (Ð"ЈÑ"эµÐ") or because the promisor can choose whether or not to honor it. Such promises are not legally binding. For example, if you get a new job and promise to work for three years, unless you resign sooner, you haven't made a valid contract and can resign or be fired at any time.

Illusory promise: so vague that donЎЇt know if party will perform or not; Not enough to be a valid offer/not definite/not intent

b. Offers made in jest (objective intent test): promises made in apparent jest are not offers, example: s says, ÐŽoI offer to sell to you, B, my car for $5,000.ÐŽ± This is an offer, even though S may be actually joking, as long as given the way it was said, a reasonable person would think that S did intend to make the offer to sell his/her car.

Made an offer but not serious, problem is if a reasonable person takes the offer seriously run risk of breach of contract formation (РОÑ-Й)Ј¬could be considered a valid contract.

Q. Suppose someone, as a joke, proposes an offer. Can acceptance of an offer made in jest result in a binding contract?

A. Proposals obviously made in jest which a reasonable person would not be justified in treating as offers to enter into contracts, do not, upon acceptance, give rise to binding agreements. However, if the speaker intends to create in the listener the perception that the speaker is committing himself to a particular proposal and a reasonable person in the position of the offeree would so believe, an offer has been made.

c. Public offer rule: public offer deals with large group or major public people; significance-offer has to be revoked in the same manner it was made. Example: made in Newspaper, revoke in paper); cannot accept an offer if you did not know about public offer; if mode no longer available-next most reasonable mode should be used.

d. Advertisements, invitation to bid, price tags: generally not valid offers ;Bid-submitting a bid does not create offer to the offeror can change must accept Bid;

Price tagЈЁ±ÐºÐ--©Ðˆ©-offer is made at register when they take moneyЈ»Advertisement-invitation to negotiate, the more specific an advertisement is the more its going to be an offer. Example: letomts? ЁCcoats so specific was an offer.

Q. Can an advertisement constitute an offer?

A. In the absence of special circumstances an advertisement is not an offer but rather only an invitation to deal. However, where the offer is clear, definite and explicit and leaves nothing open for negotiation, it constitutes an offer acceptance of which will complete the contract.

Q. If an advertiser promises to pay money to anyone who contracts the flu after using a certain medicine, has an offer been made which can be accepted?

A. defendant published the following advertisement: "£100 reward will be paid by the Carbolic Smoke Ball company to any person who contracts the increasing epidemic influenza, colds or any disease caused by taking cold, after having used the ball three times daily for two weeks according to the printed directions supplied with each ball. £1000 is deposited with the Alliance Bank, Regent Street shewing our sincerity in the matter. In response to this advertisement plaintiff used one of the balls as directed. When she caught the flu, she sued and was awarded £100 damages. The court held the advertisement was not "a mere puff" but an offer under which "the reward is offered to any person who contracts the epidemic or other disease within a reasonable time after having used the smoke ball." (See also, unilateral and bilateral contracts.)

e. Revocation (Ñ-*Пъ): the offeror is the only one that may revoke offer at any time prior to acceptance by offeree.

Revoke directly-communicate to offeree

Revoke indirectly-make the offer to someone else, or sell it to someone else

Revocation is effective when received by offeree

If offeree learns by reliable means that offeror has already sold subject of offer, it is revoked.

Public offers must be revoked by same methods and amount of publicity used in making offers. Example: offer of reward for apprehension (УÐ--Ð Ð") of arsonistЈЁЧЭ»Ñ€*Ñ'Ј© in a newspaper makes headlines. It can not be revoked by a small notice in the back of the news paper.

An option is an offer that