Mutual Assent: The requirement that each party to a contract must agree to the same thing and must know what the other party intends.
Offer: Outward manifestation of present contractual intent communicated to an identified offeree containing definite and certain terms (Quantity, Time, Identity of Parties, Price, Subject Matter).
Acceptance: Must know of offer; must be person to whom offer was made (BUT, Options can be assigned). Unequivocal assent to the terms. UCC any reasonable means.
Consideration: Legally sufficient, bargain for exchange which induces current performance, and is a binding obligation on both parties.
Lawful Purpose: Illegal subject matter makes an agreement void.
Bilateral Contract: Promise for a Promise.
Unilateral Contract: Promise for an Act.
Adams v. Lindsell – postal acceptance rule: Acceptance of an offer is considered accepted once it is post stamped on the side of the sender.
Option: An option is a contract to purchase the right for a certain time, by election, to purchase property at a stated price. An option may be a right to purchase property or require another to perform upon agreed-upon terms. By purchasing an option, a person is paying for the opportunity to elect or “exercise” the right for the property to be purchased or the performance of the other party to be required.
Firm Offer: An offer that will remain open for a certain period or until a certain time or occurrence of a certain event, during which it is incapable of being revoked. As a general rule, all offers are revocable at any time prior to acceptance, even those offers that purport to be irrevocable on their face.
Caldwell Cline: An offer made by mail is made when received by the offeree.
Revocation: A revocation of offer is the withdrawal of a previous offer to engage in some sort of legally binding contract. The previous offer had to have been such that it would have immediately become legally binding if the other party had formally agreed to it.
Revocation Effective Upon receipt by Offeree: For revocation to be effective, it must be received by the offeree before they post their letter of acceptance. One rationale given for the rule is that the offeror nominates the post office as his or her implied agent, and thus receipt of the acceptance by the post office is regarded as receipt by the offeror.
Unilateral Contract: Revocation of Offer Rule
traditional rule: To accept an offer of a unilateral contract an offeree must tender a performance rather than a reciprocal promise. The consequences of a revocation are especially acute when an offeror revokes such an offer after the offeree has begun performing. The early common law rule required full performance for acceptance.
more recent rule: More recent decisions have rejected this traditional approach. Courts now protect the offeree who has begun performance by barring revocation of the offer until the offeree has had a reasonable opportunity to complete the requested performance. The Restatement (Second) of Contracts sensibly describes the resulting obligation as an option contract.
Rejection: Rejection is a refusal to accept a contractual offer. Rejection means a refusal to accept tendered goods as contractual performance. Under the Uniform Commercial Code, a buyer’s rejection of nonconforming goods should be made within a reasonable time after tender or delivery, and the seller should be notified about the rejection.
Rejection Effective when Received
Counteroffer
Counteroffer as an Implied Rejection
Illusory Promise:
Promissory Estoppel: The doctrine of promissory estoppel is an alternative to the doctrine of consideration. It refers to a contract that cannot be withdrawn because one party acted on the other parties’ promise. In most cases, one party was harmed or served injustice because of the broken promise that they relied on. The promissory estoppel acts as a legal shield against the other’s claim, even though they did not give any consideration.
Moral Obligation Rule: A Duty that one owes to another based on past moral act which cannot be used as the basis of consideration in an enforceable contract.
Legal Detriment
Failure of Consideration
Want of Consideration
Sufficiency of Consideration
Executed Contract
Executory Contract
Meeting of the Minds
Outward Manifestation Theory
Merit Music Sonneborn
Express Contract
Implied in Fact Contract
Implied in Law Contract (Quasi Contract)
Quantum Meruit
Quantum Valebant
Requirement Contract
Output Contracts
Option Contract
Void Contract
Voidable Contract
Power of Disaffirmance
Exculpatory Clause
Contract of Adhesion
Unconscionable Contract
Condition
Condition Precedent
Condition Concurrent
Condition Subsequent
Express Conditions
Implied in Fact Conditions
Constructive Conditions
Doctrine of Constructive Conditions
Substantial Performance
Implied Condition of Cooperation
Waiver of Condition
Excuse of Conditions
Assignment
Divisible (or Severable) Contracts
Lawrence Fox
Delegation and Assumption of Duties
Creditor Beneficiary
Third Party Beneficiary Contract
Donee
Beneficiary Intended
Beneficiary Incidental
Beneficiary
Distinguishing between Donee and Creditor
Beneficiary Rights Against the Promisee
Guaranty
Statute of Frauds
Parol Evidence Rule
Modification
The Collateral Agreement Doctrine
Termination by Accord and Satisfaction
Termination by Novation
Termination by Release Merger
Termination by Mutual Recision
Breach of Contract
Termination by Impossibility of Performance
Anticipatory Breach
Material vis-a-vis
Minor Breach
Termination by Economic or Commercial Impracticability
Prospective Failure of Condition
Termination by Frustration of Purpose
Liquidated damages
Compensatory Damages
Consequential Damages
Nominal Damages
Mitigation of Damages
Punitive or Exemplary Damages
Contract Formation Requirement of a Writing: Statute of Frauds
Parole Evidence Rule: Defense to Formation
Interpreting the Contract Terms
Performance: The fulfillment or accomplishment of a promise, contract, or other obligation according to its terms.
Doctrine of Substantial Performance: Doctrine of substantial performance is a legal principle which says that if a good faith attempt is made to perform the requirements of the agreement even if it does not precisely meet the terms of the agreement or statutory requirements, the performance will still be considered complete if the essential purpose is accomplished.
Breach of Contract and Remedies
Third Party Beneficiary Contracts
Assignment of Contracts
Damages at Common Law and under the U.C.C.
Impossibility of Performance and Frustration of Purpose
Discharge of Contracts
Comparison of Common Law and U.C.C.
Informal Contracts Without Assent or Consideration
Categories of Contracts Covered by the Statute of Frauds
Statute of Frauds: Satisfaction by Memorandum
Statute of Frauds: Effect of Non-Compliance, Oral Rescission and Modification
Statute of Frauds Remedies Scope of Parole Evidence Rule Exceptions to the Parole Evidence Rule
Process of Interpreting Terms
Deciding Omitted Terms
Nature of Conditions
Express and Constructive Conditions
Excuse of Conditions
Rights of Defaulting Plaintiff
Substantial Performance
What Constitutes Breach of Contract
Material v Minor Breach
Determining Materiality of Breach
Doctrine of Divisibility
Anticipatory Repudiation
Remedies for Breach of Contract
Requirements for Third Party
Beneficiary Contracts
Rights of Intended Beneficiary: Modifiable Unless Vested
Rights and Liabilities where Promisor Refuses to Perform
Terminology and Basic Principles of Assignment
Assignment of Rights
Generally What Can be Assigned
Covenants Not to Assign
Revocation of Assignments
Defenses of Obligor when Performance is Demanded
Delegation of Duties
Kinds of Interest
Expectation Damages
Reliance Damages Restitution
Foreseeability in Damages
Avoidable Damages
Nominal and Punitive Damages
Liquidated Damages
Damages in Sales Contracts
Substituted Agreement
Account Stated
Release and Covenant Not to Sue
Defenses Which Will Prevent Formation of a Contract