Term
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Definition
| A contract is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty. |
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Term
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Definition
| A promise is a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding that a commitment has been made. |
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Term
| § 4 How a Promise May Be Made |
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Definition
| A promise may be stated in words either oral or written, or may be inferred wholly or partly from conduct. |
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Term
| § 22 Mode of Assent: Offer and Acceptance |
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Definition
| The manifestation of mutual assent to an exchange ordinarily takes the form of an offer or proposal by one party followed by an acceptance by the other party or parties. |
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Term
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Definition
| An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it. |
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Term
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Definition
| An option contract is a promise which meets the requirements for the formation of a contract and limits the promisor’s power to revoke an offer. |
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Term
| § 26 Preliminary Negotiations |
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Definition
| A manifestation of willingness to enter into a bargain is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a further manifestation of assent. |
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Term
| § 27 Existence of Contract Where Written Memorial is Contemplated |
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Definition
| Manifestations of assent that are in themselves sufficient to conclude a contract will not be prevented from so operating by the fact that the parties also manifest an intention to prepare and adopt a written memorial thereof; but the circumstances may show that the agreements are preliminary negotiations. |
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Term
| § 32 Invitation of Promise or Performance (Interpretive Preference) |
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Definition
| In case of doubt an offer is interpreted as inviting the offeree to accept either by promising to perform what the offer requests or by rendering the performance, as the offeree chooses. |
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Term
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Definition
Even though a manifestation of intention is intended to be understood as an offer, it cannot be accepted so as to form a contract unless the terms of the contract are reasonably certain.
The terms of a contract are reasonably certain if they provide a basis for determining the existence of a breach and for giving an appropriate remedy. |
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Term
| § 36 Methods of Termination of the Power of Acceptance |
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Definition
An offeree’s power of acceptance may be terminated by:
• rejection or counteroffer by the offeree
• lapse of time
• revocation by the offeror
• death or incapacity of the offeror or offeree |
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Term
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Definition
An offeree’s power of acceptance is terminated by his rejection of the offer, unless the offeror has manifested a contrary intention.
A manifestation of intention not to accept an offer is a rejection unless the offeree manifests an intention to take it under further advisement. |
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Term
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Definition
A counter-offer is an offer made by an offeree to his offeror relating to the same matter as the original offer and proposing a substituted bargain differing from that proposed by the original offer.
An offeree’s power of acceptance is terminated by his making of a counter-offer, unless the offeror has manifested a contrary intention of the offeree. |
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Term
| § 40 Time When Rejection or Counter-Offer Terminates the Power of Acceptance |
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Definition
| Rejection or counter-offer by mail or telegram does not terminate the power of acceptance until received by the offeror, but limits the power so that a letter or telegram of acceptance started after the sending of an otherwise effective rejection or counter-offer is only a counter-offer unless the acceptance is received by the offeror before he receives the rejection or counter-offer. |
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Term
| § 45 Option Contract Created by Part Performance or Tender |
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Definition
Where an offer invites an offeree to accept by rendering a performance and does not invite a promissory acceptance, an option contract is created when the offeree tenders or begins the invited performance or tenders a beginning of it.
The offeror’s duty of performance under any option contract so created is conditional on completion or tender of the invited performance in accordance with the terms of the offer. |
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Term
| § 71 Requirement of Exchange; Types of Exchange |
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Definition
To constitute consideration, a performance or a return promise must be bargained for.
A performance or return promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise.
The performance may consist of:
• an act other than a promise
• a forbearance
• the creation, modification, or destruction of a legal relation
The performance or return promise may be given to the promisor or to some other person. It may be given by the promisee or by some other person. |
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Term
| § 79 Adequacy of Consideration; Mutuality of Obligation |
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Definition
If the requirement of consideration is met, there is not additional requirement of:
• a gain, advantage, or benefit to the promisor or a loss, disadvantage, or detriment to the promisee
• equivalence in the values exchanged
• mutuality of obligation |
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Term
| § 86 Promise for Benefit Received |
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Definition
A promise made in recognition of a benefit previously received by the promisor from the promisee is binding to the extent necessary to prevent injustice.
A promise is not binding under this:
• if the promisee conferred the benefit as a gift or for other reasons the promisor has not been unjustly enriched
• or to the extent that its value is disproportionate to the benefit |
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Term
| § 90 Promise Reasonably Inducing Action or Forbearance (Promissory Estoppel) |
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Definition
| A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. |
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Term
| § 110 Classes of Contracts Under Statute of Frauds |
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Definition
The following classes of contracts are subject to a statute, commonly called the Statute of Frauds, forbidding enforcement unless there is a written memorandum or an applicable exception:
• a contract of an executor or administrator to answer to a duty of his decedent (the executor-administrator provision)
• a contract to answer for the duty of another (the surety provision)
• a contract made for the sale of an interest in land (the land contract provision)
• a contract made upon consideration of marriage (the marriage provision)
• a contract that is not to be performed within one year from the making thereof (the one-year provision) |
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Term
| § 129 Action in Reliance; Specific Performance (The Land Contract Provision of the Statute of Frauds) |
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Definition
| A contract for the transfer of an interest in land may be specifically enforced notwithstanding failure to comply with the Statute of Frauds if it is established that the party seeking enforcement, in reasonable reliance on the contract and on the continuing assent of the party against whom enforcement is sough, has so changed his position that injustice can be avoided only be specific enforcement. |
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Term
| § 130 Contract Not to Be Performed Within a Year (The One-Year Provision) |
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Definition
Where any promise in a contract cannot be fully performed within a year from the time the contract is made, all promises in the contract are within the Statute of Frauds until one party to the contract completes his performance.
When one party to a contract has completed his performance, the one-year provision of the Statute does not prevent enforcement of the promises of other parties. |
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Term
| § 131 General Requisites of a Memorandum |
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Definition
Unless additional requirements are prescribed by the particular statute, a contract within the Statute of Frauds is enforceable if it is evidenced by any writing, signed by or on behalf of the party to be charged, which:
• reasonably identifies the subject matter of the contract
• is sufficient to indicate that a contract with respect thereto has been made between the parties or offered by the signer to the other party
• states with reasonable certainty the essential terms of the unperformed promises in the contract |
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Term
| § 132 Several Writings (Statute of Frauds) |
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Definition
Unless additional requirements are prescribed by the particular statute, a contract within the Statute of Frauds is enforceable if it is evidenced by any writing, signed by or on behalf of the party to be charged, which:
• reasonably identifies the subject matter of the contract
• is sufficient to indicate that a contract with respect thereto has been made between the parties or offered by the signer to the other party
• states with reasonable certainty the essential terms of the unperformed promises in the contract
The memorandum may consist of several writings if one of the writings is signed and the writings in the circumstances clearly indicate that they relate to the same transaction. |
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Term
| § 133 Memorandum Not Made as Such |
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Definition
| Except in the case of a writing evidencing a contract upon consideration of marriage, the Statute may be satisfied by a signed writing not made as a memorandum of a contract |
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Term
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Definition
| The signature to a memorandum may be any symbol made or adopted with an intention, actual or apparent, to authenticate the writing as that of the signer. |
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Term
| § 205 Duty of Good Faith and Fair Dealing |
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Definition
| Every contract imposes upon each party a duty of good faith and fair dealing in its performance and its enforcement. |
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Term
| § 209 Integrated Agreements |
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Definition
An integrated agreement is a writing or writings constituting a final expression of one or more terms of an agreement.
Whether there is an integrated agreement is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule.
Where the parties reduce an agreement to a writing which in view of its completeness and specificity reasonably appears to be a complete agreement, it is taken to be an integrated agreement unless it is established by other evidence that the writing did not constitute a final expression. |
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Term
| § 210 Completely and Partially Integrated Agreements |
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Definition
A completely integrated agreement is an integrated agreement adopted by the parties as a complete and exclusive statement of the terms of the agreement.
A partially integrated agreement is an integrated agreement other than a completely integrated agreement.
Whether an agreement is completely or partially integrated is to be determined by the court as a question preliminary to determination of a question of interpretation or to application of the parol evidence rule. |
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Term
| § 213 Effect of Integrated Agreement on Prior Agreements (Parol Evidence Rule) |
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Definition
A binding integrated agreement discharges prior agreements to the extent that it is inconsistent with them.
A binding completely integrated agreement discharges prior agreements to the extent that they are within its scope.
An integrated agreement that is not binding or that is voidable and avoided does not discharge a prior agreement. But an integrated agreement, even though not binding, may be effective to render inoperative a term which would have been part of the agreement if it had not been integrated. |
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Term
| § 215 Contradiction of Integrated Terms |
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Definition
| Except as stated in §213, where there is a binding agreement, either completely or partially integrated, evidence of prior or contemporaneous agreements or negotiations is not admissible in evidence to contradict a term of the writing. |
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Term
| §216 Consistent Additional Terms |
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Definition
Evidence of a consistent additional term is admissible to supplement an integrated agreement unless the court finds that the agreement was completely integrated.
An agreement is not completely integrated if the writing omits a consistent additional agreed term which is:
• agreed to for separate consideration
• such a term as in the circumstances might naturally be omitted from the writing |
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Term
| § 229 Excuse of a Condition to Avoid Forfeiture |
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Definition
| To the extent that the non-occurrence of a condition would cause disproportionate forfeiture, a court may excuse the non-occurrence of that condition unless its occurrence was a material part of the agreed exchange. |
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Term
| § 370 Requirement That Benefit be Conferred |
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Definition
| A party is entitled to restitution under the rules stated in this Restatement only to the extent that he has conferred a benefit on the other party by way of part performance or reliance. |
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Term
| § 375 Restitution When Contract is Within Statute of Frauds |
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Definition
| A party who would otherwise have a claim in restitution under a contract is not barred from restitution for the reason that the contract is unenforceable by him because of the Statute of Frauds unless the Statute provides otherwise or its purpose would be frustrated by allowing restitution. |
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