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Law Notes Contracts Notes

Contracts Notes

Updated Contracts Notes

Contracts Notes


Approximately 33 pages

Concise outline of contract law, including charts....

The following is a more accessible plain text extract of the PDF sample above, taken from our Contracts Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:


General Strategy:

  1. Identify legal issue (typically if K exists)

  2. Go through fact pattern chronologically using categories of analysis below

  3. Speak hypothetically, always argue both possibilities unless you can argue 100% for one side

  4. State general principles

  5. Support conclusions w/cases- analogize and distinguish

  1. IS THERE A K?

Answer after completed analysis of components of K. If Answer is yes, move on to # 2.
  1. Offer

-An invitation to offeree to accept

-Contains all essential terms (3 Ps- parties, product, price)

-Ascertained by theorizing its policy consequences (Boots)

-Distinguished from an invitation to treat (Johnston- price quote not binding; > Dickinson- promise not binding)

-If offer is rejected, it is terminated

-Option K- offer can be left open for a “reasonable” period of time

-Firm offers- offer open for stipulated amount of time, often written

  1. Counter offer

-Not essential to K, but useful to distinguish in terms of discerning offer + acceptance

-If counter offer is made, it terminates original offer (Butler)

  1. Revocation

-If acceptance does not occur w/in a reasonable time, offer = null (Manchester Diocesan)

-Revocation is valid any time before acceptance

-Must be communicated to other party (Larkin) and is not binding until received (Byrne)

-If no consideration, then can revoke at any time bc no K (Dickinson)

  1. Acceptance

-When both parties agree to be bound to perform or pay DMs

-Party making offer controls mode of acceptance (Eliason; Manchester Diocesan)

-Must be communicated to other party, cannot be given to agent (Larkin); must be done in manner in which offeror is aware of liabilities

-In retail, acceptance = when seller accepts customers’ $ (Boots)

-Bilateral Ks- exchange of promises to complete their end of K

-Unilateral Ks- offers made to entire world, acceptance = performance (Denton, Lefkowitz)

-Cannot add a term after K is made (Lefkowitz; Eliason)

-Accepting goods > silence is not acceptance (statutes for consumer protection) but it can be in CL

-Battle of the forms > last K w/terms is binding- if you accept goods on terms different than desired, you may be held accountable to those terms (Butler- attempted to change this approach thru looking at all the documents to determine where there is an agreement but has not been adopted)

-Written communication w/in a reasonable amount of time =acceptance even if on different terms unless acceptance is conditional on diff terms not being present, if it alters the K or if objection is already expressed (Universal Commercial Code US)

-If acceptance beats attempt to revoke, then K is accepted, and vice versa

-Postbox rule: offer considered accepted when it is posted (Henthorn)

-Exceptions: does not apply to Option K (Howell Securities) and instantaneous technology> acceptance = when it is received (Eastern Power; Electronic Commerce Act)

  1. Consideration

-Something of value given by both parties that induces them to enter into a K

-Cts will only enforce a promise supported by full consideration (must be reciprocal – Tobias)

-Required for a K bc it is evidentiary basis of K and mechanism of accountability

-An issue if parties assert there is no K, if K is vague, if nothing is exchanged, if a party tries to change terms or when party doesn’t perform K

-Can be a benefit or a detriment (loss/responsibility- Hamer), but it must be something of social utility (White v. Bluett)

-Good consideration: rescission and replacement of K w/new K (Gilbert Steel) (consideration = promise not to sue), performance in an open agency K

-Bad consideration: burden that comes w/accepting a gift (Thomas), performance of original K (Stilk, Gilbert Steel; exception- Williams, but not yet adopted); promise made under duress (Harris; Williams), something that creates negative policy implications (Harris), lacks evidentiary basis (White v. Bluett)

-A change in a term of the K must be supported by consideration (Gilbert Steel)

-Cts can imply consideration based on evidence of parties conduct, operation of K and if it prevents unjust enrichment (Wood)

-estoppel can be a remedy when a party attempts to revoke consideration

  1. Formalization and Certainty

-2 forms of uncertainty: vagueness and “agreeing to agree”

-“agreeing to agree” > cts typically wary of enforcing (May) but will if there is a long term relationship or mechanisms for determining a “reasonable” price (Foley)

-Ks can imply terms based on parties conduct, nature of industry and external evidence (Hilias) or to support business ease (Empress Towers) but are reluctant to enforce K if parties do not agree

-Cts concerned w/ unjust enrichment and degree of unfairness/surprise


If yes, then move on to # 3.

-Entitled to rescind K if breach was substantial (Bollenback)

-Point of DMs is compensatory, not to punish D (except in rare cases of punitive DMs)

-DMs should not impede free market

-Neither P nor D should be unjustly enriched

-Typically remedies are mutually exclusive (Bollenback; Anglia)

-Repudiation = violation of K

  1. Expectation DMs

-Starting point for DMs (Wertheim)

-Restores parties to position as if K not breached

-Forward looking- can include expected profit or psych benefit (can include intangible DMs)

-May go further than reliance DMs

-Often calculated by difference in what P would have made – what P ended up w/ (applies to warranty, e.g. Hawkins)

-Don’t have to prove harm/out-of-pocket expenses

-Market value> measure on day of purchase – day of breach

-If market value dropped, then look to reliance or restitution

  1. Restitution DMs

-Prevents unjust enrichment by K breaker

-Backward looking- transfers benefit back to P

-Appropriate remedy for when benefits occurred to D by mistake, under duress or coercion, to preserve life of another or to discharge a duty owed

-An appropriate remedy for good faith policies...

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