Term
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Definition
| A legally enforced promise or set of promises |
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| Four Requirements of a contract |
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Definition
1. Mutual Manifestation of Assent
2. Consideration
3. Capacity
4. Legality |
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| Mutual Manifestation of Assent |
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Definition
| the outward expression of agreement by all parties to the terms of contract. Courts will look at what the parties said rather than what they were thinking. Consists of an offer by the offeror and acceptance by the offeree |
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| a specific offer requesting something in return in a contract setting |
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| an expression of complete agreement to the offer |
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| something of value given or detriment suffered in exchange for a promise. This means that a promise to make a gift is not enforceable. A valid contract requires a bargained-for exchange, someone giving something in exchange for something else. |
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| Latin, This for that (consideration) |
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| Minors, mentally incompetent persons and highly intoxicated persons may not enter a valid contract, and typically have the option to enforce or avoid contracts they enter |
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| A person under the age of 18 is generally not bound to a contract, but may hold an adult on the other side to the contract. This is an example of _______________ |
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| the terms and performance of a contract must be legal- a contract involving illegality is void |
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| I give someone a bag of weed and they don't pay. I cannot take them to court due to contract ______________ |
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Definition
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| Two defenses to a contract |
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Definition
1. Lack of reality of consent (assent)
2. Noncompliance with formalities |
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Term
| Lack of reality of consent |
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Definition
| Where assent to a contract is not real or voluntary, the contract is voidable |
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| Agreement to a contract is obtained through fraudulent misrepresentation of duress (force) is an example of _______________ |
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Definition
| Lack of reality of consent |
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Term
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Definition
| while some oral agreements are enforceable, some contracts must be formalized by a signed writing or a signed and witnessed writing to be enforced |
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| A written agreement is typically required to enforce a contract for the sale of real estate or to enforce a contract for the sale of goods priced at $500 or more is an example of __________ |
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Definition
| noncompliance with formalities |
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Term
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Definition
| A promise in exchange for a promise, because the offer contemplates a promise as acceptance. Duties of offeror and offeree arise on verbal acceptance. |
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| Most written contracts are ____________. Each party is exchanging a written promise with each other, a two-sided commitment |
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| a promise in exchange for a completed act because the offer clearly contemplates acceptance by performance. (If it is unclear acceptance is required to be by performance only, the contract is presumed to be bilateral). Duties of the offeror arises upon complete performance. the offeree has no duty. |
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| I post a reward offer stating that i will pay $500 to anyone who returns my dog, Zoey. if you call the number on the reward poster and tell me you accept, it has no meaning. Here the offer requires acceptance by performance only. It is not until you bring the fucking dog back, will you get the money. This is an example of a ________________ contract |
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Term
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Definition
| is created by the specific words of the parties. If I say to you, "I'll give you $400 for that motorcycle," and you reply, :I accept," we have created an _______ (bilateral) contract because we have used specific language to dictate the terms |
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Term
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Definition
| in contrast to an expressed contract, and ____________ contract is created by the conduct of the parties rather than by specific language. |
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| You are a hairstylist and I come down and sit in your chair. You ask me how i want my hair, and i say short. you cut my hair and tell me the charge is $25. If i get up and say "wait a minute, you made no offer and i did not accept," i will not get very far in my argument before a court because it is obvious from my actions intended to make a contract with you to cut my hair. I will be responsible for your customary charges, so long as they are reasonable. this is an example of a _______________ contract |
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Definition
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| Implied in law (Quasi Contract) |
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Definition
| is created by a court when one party unjustly enriches another party. There is no factual contract; it is created by a court of equity. |
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Term
| You are a doctor and you treat me in an unconscious state in an emergency room. I have not made an express contract or contract implied in fact, but a court will impose a __________ contract so that i am not unjustly enriched by receiving your services for nothing. |
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Definition
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Term
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| Valid, Void, Voidable, Unenforceable |
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| A ________ contract is enforceable by all parties |
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| a _________ contract is enforceable by none of the parties; it is as if the contract had never been made. An example would be illegal contracts. |
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| a ___________ contract may be avoidable by one or more parties. an example would be if a contract is procured through fraud, then the defrauded party may avoid the contract in court. Similarly, if the contract is made with a minor, the contract is voidable by the minor. |
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Term
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| the four requirements for a valid contract are met, but the contract is not binding because of a statute. Example: The statute of Frauds requires that certain types of contracts be in writing to be enforceable. If such a contract is not in writing, it is ________________, though the four requirements are met. |
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Term
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Definition
| all the performance required under the contract is complete. I offer to pay you $500 for a shotgun. You bring me the shotgun and i pay you $500. |
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Term
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Definition
| part of the performance is lacking. If i paid you $500 for a shotgun and you never gave it to me, this would be an __________ contract. |
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Term
| Rules of Construction (Interpretation) |
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Definition
Plain meaning rule
entire writing rule
rules on meaning of words
course of performance
course of dealing |
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Term
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Definition
| if the words of the contract are objectively clear in their meaning, the courts will enforce the contract as written. This means that extrinsic evidence will not be considered by the court. |
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Term
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Definition
| evidence outside the contract, such as what the parties said before the contract and what the parties were thinking. |
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Definition
| the court will do its best to enforce the entire contract when there is a potential conflict of terms, doing its best to make sure that none of the terms of the contract are made meaningless by its interpretation. |
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Term
| Rules on meaning of words |
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Definition
Ordinary
legal
technical
conflict of terms
ambiguous
priorities |
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Term
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Definition
| are given their dictionary definition. |
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Term
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Definition
| are given their legal definition. for example, in a contract containing the word "tort" the court will interpret it to mean the legal definition: a civil wrong, other than breach of contract for which the law provides a remedy. |
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Term
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| will be given their technical meaning in the relevant trade or profession. For example, in a construction contract, a requirement that a certain area be filled in with "one inch fill," will be interpreted to require the contractor to fill in the area with gravel an average size of one inch |
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Term
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Definition
| where there is a conflict between terms of the contract which cannot be avoided under the entire contract rule, the court will review the entire contract and apply the term which it believes is most consistent with the intent of the parties |
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Term
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Definition
| in a contract are terms which are subject to more than one interpretation. |
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| primary rule as to ambiguous terms |
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Definition
| is that the court will interpret them against the drafting party. For example, an insurance policy is customarily drafted by the insurance company. Often in insurance litigation, there is a question as to whether an exclusion in the policy applies to the situation involved in the lawsuit. If the policy exclusion is ambiguous, the court will interpret it against the insurance company and provide coverage to the insured |
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Term
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Definition
when resolving conflict or ambiguity:
1. hand written terms have first priority
2. typewritten terms have second priority
3. pre-printed terms have third priority |
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Term
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Definition
| is evidence of the way the parties performed the contract being interpreted. For example, if a contract involved 10 shipments of computers, and on the first five shipments, the seller provided insurance, the seller's provision of insurance on the first five shipments would be evidence of course of performance as to how the parties interpreted the contract in question. |
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Term
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Definition
| is evidence of the way the parties performed previous, similar contracts. for example, if two parties entered into five previous contracts, and each time the seller provided insurance on the goods being shipped, this would be evidence the court would consider to determine the parties intent if the contract were ambiguous |
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Definition
| is evidence of the way the issue in question is customarily dealt with in the type of business involved. Again, this type of evidence is used to determine what the parties likely intended in using the contract language. |
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