a set a promises the breach of which the law will provide a remedy for

1. Agreement (a meeting of the minds)

2. Competent Parties (has to understand contract, minors sometimes are incompetent, 

3. Genuine Assent

4. Consideration

5. Legal Purpose (Lawful Objection)

6. Form

1) Agreement

2) Competent Parties

3) Consideration

4) Legal Purpose

Freedom to contract

The law does not require parties to be fair, kind, reasonable in returns, etc. when entering a contract.

Contract under seal, signature, etc.

shows intent to be legally bound (they're really just formalities and not required in any way)

Void contract 

could be void because it's illegal; in the case of an illegal contract, the court simply will not help you out.

Voidable contract 

a contract that essentially one or both parties has the option of walking away from. (a minor buys a car with case. the minor has the status and compacity to avoid the contract, get the money back.) The law tries to protect minors from adults who may have the business savvy or experience to exploit a minor. In a lot of times when minor can avoid a contract, the minor is buying a luxury item.

Executed contract 

a fully performed contract

Executory contract

in progress

Bilateral contract

both parties have obligations under the contract (usually the case)

Unilateral contract 

Quasi contract 

This is not a contract. It's a remedy that a court supplies to prevent unjust enrichment (one party has accepted a benefit from the other party which is unjust) In other words, it's an equitable remedy in the law.

Rescission

both parties have to agree to rescind the contract

Offeror 

master of the offer, person who makes the offer; you make the terms, what constitutes acceptance; can withdraw that offer and any time before its accepted

Mirror Image Rule 

terms of acceptence have to perfectly match the offer; **if the terms are not exactly the same this is a rejection of the offer called a counter-offer.

Once you make a counter-offer you can't change your mind and accept the original offer because it's already been rejected and is no longer valid.

Option Contracts

when the offeree porvides consideration to the offeror to keep good on his offer (for example, I'll pay you $100 to keep this offer open for this long), this binds the offeror to keep good on his offer because it establishes a contract

Firm Offers

UCC, (as far as commercial contract law goes, there is the same law in all states) - if an offer is made in writing between merchants and it is not good for more than 3 months, this is a firm offer and the offeror cannot revoke it.

Mailbox Rule of  Acceptence

Acceptence is valid when it is put in the mailbox.

Contractual Capacity

Ability to understand that a contract is being made and its general meaning. Can't get out a of a contract because you didn't understand a specific part. It's more about your general capacity to understand

4 aspects of Fraud

1) Untrue statement, reckless disregard

2) Intent that the listener relies on the statement

3) Listener does rely

4) Listener is caused harm

7 Reasons a Contrat may be Avoided

1) Minor

2) Capacity

3) Mistake

4) Fraud

5) Nondisclosure

6) Pressure/ Undue Influence

7) Duress (Physical or Economic)

Illusory Promise

If one party has the option to walk away for any reason and any time three is no committment

Without consideration, saying you will give someone money is just a promise

Forebearance is?

3 Requirements of Modificaiton

- Additional consideration

- Good faith

- Pre-existing duty

4 aspects of Good Faith

- Voluntary

- Contract must be executory (in-progress)

- Unanticipated underlying circumstances

- Fair/ Equitable

Promissory Estoppel 

- calls for the comission of a crime

- calls for the comission of a tort

- it's against public policy

- unconscionable

If you're required to have a license that's in place to protect the public (doctor, attorney, etc.) and the license is illegal, the contract is void

Blue Pencil Rule

the court can modify a non-compete agreement on its own initative if it's too harsh

if a contract is using an illegal rate of interest, the Court will do one of three things...

 1. the court will sometimes allow the party to recover the original amount of principle without any interest

2. they change it to a reasonable rate of interest  

3. the loan is completely void and doesn't have to be paid back.

Parole Evidence

If there is a written contract, it is final, complete, and integrated (This is uniquely a US mentality)

Intergration Clause

clause that says that the contract is a final and complete contract

Anticipatory Breach

occurs when one party (clear and inequivicable statement) that they won't be able to perform. This is allows for the other party to be proactive and sue right then and there and then go contract somewhere else.

Waiver of Breach

A breach occurs but both parties ignore the breach. .. eventually the Court will see this as a modification of the contract unless there is an anti-modification clause.

Money Damages

It usually means putting the parties in the position they would have been in if the contract had been performed. This does not include emotional damages (this is only viable in a tort case).

Compensatory Money Damages (Direct Damages) 

damages that flow directly from the breach

Consequential Money Damages

generally more controversial and speeculative. In order to get consequential damages,

A) the person whose victim of the breach has to try to use reasonable measures to mitigate the damages.

B) it has to be clear at the time the contract was madet hat these damages were forseeable. 

Specific Performance

Discretionary with the judge. Usually involved unique subject matter within the contract (art, racehorse, land). Can't make someone perform.

Injunction

If you can't make someone perform, you can injoin them from partaking in something else.

Reformation

Usually when there's some kind of technical error in the contract. Bascially, it's correcting an error rather than throwing out the entire contract.

Recission

Undoing on a contract by the court.

Exculpatory Clause

Provision in a contract under which (1) one party is relieved of any blame or liability arising from the other party's wrongdoing, or (2) one party (usually the one which drafted the agreement) is freed of all liability arising out of performance of that contract.

It must be 1. Clear  and Unambiguous 2. Strictly Construed (resolved against the drafter) 3. Cannot violate public interests

1964 Civil Rights Act protects against what 4 things?

1. Race,

2. Religion,

3. National Orgin,

4. Sex (Gender and Sexual Harrasment)

Title II

prohibits discrimnation in places of public accomidation

 The court will look at it is more business oriented or more socially oriented. As soon as the a country club opens its facilities up to the public, that will usually destroy the private club exemption.

Reasonable Accomodation

An employer is required to reasonably accomodate an employee.

If it is a undue hardship on the employer, than the employer is not required to make the accomodation

Sexual Harrassment

Unwelcome advances in the workplace that a reasonable person would consider offensive or not tolerate. The statute of limitations for these cases is short. (Something like within 100 days)

1. Quid Pro Quo (Tangible Employer Action)

2. Hostile Work Environment (frequency, severity, physical threat or humiliation, work performance interference, or mental health?)

Age Discrimination in Employment Act (ADEA) 

prevents employers to fail to hire or fire because of an employees age. It only applies to people who over 40 and over, must be doing a satisfactory job, can't have a younger replacement

Americans with Disabilities Act (ADA)

- person must have a disability (What did Congress mean by this? How is a disability defined?)

- person has to be otherwise qualified to perform the job

- reasonable accomodation is required (What's reasonable for one company may not be reasonable for another.)

- not an undue hardship

Generally last 20 years, when it expires, it passes into the public domain.

 In order to get something patented, it must be new and non-obvious. That means non-obvious to a person familiar with the business or industry.

Unconscionability 

Courts often look at both procedural and substative unconscionability

·      Torts that occur when wrongdoers engage in intentional conduct. Ex: striking another person

1.) intrusion into the plantiff’s private affairs,

2.) public disclousure of private facts,

3.) appropriation of anothers’ name, likeness, or image for commercial advantge (right of publicity) designed to protect celebrities and their identities..

a. for value associated with name

b. i dentification of plantiff in publication

c. advantage or benefit to defendent

occurs when parties are not allowed the freedom to contract without interference from third parties. Basically, the law affords a rememdy when a third party intentionally causes another to break a contract already in existence.

1. must be an untrue statement that would harm a reputation

2. must be published to a third party

3. about a particular person

1. strength of mark

2. relatedness of goods

3. similiarity of mark

4. evidence of actual confusion

5. marketing channels

6. likely deegree of purchase care

7. defendent intent in selecting mark

8. liklihood of expansion of market

1. Duty (if there's no forseeability of harm, there's no duty.)

2. Breach of Duty

3. Causation

4. Harm

1. Determined by professional standard

2. Many lost on causation. Can you prove that the specific breach of duty caused the harm?

Damages should be capped

Maybe there shouldn't be punative damages

Should there be a loser pay provision?

that a statement is opinion

that it is true