Law Writing Assignment
khalid89
chapter_10.pptChapter 10
Contracts: Nature and Terminology
Miller Cross
BUSINESS LAW
Alternate Edition 12thEd.
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§1: Overview of Contract Law
- A contract is a:
- Promise or set of promises,
- For breach of which,
- The law provides a remedy, or
- The performance of which the law in some way recognizes as a duty.
- A legally binding agreement between two parties who agree to perform or refrain from performing some act.
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§2: Elements of a Contract
- Agreement (Offer and Acceptance).
- Consideration.
- Something of value
- Contractual Capacity.
- Legality.
- Defenses:
- Genuineness of assent.
- Genuine and Voluntary
- Proper Form.
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§3: Types of Contracts
- Bilateral v. Unilateral.
- Bilateral - Offeree must only promise to perform (“promise for a promise”).
- Unilateral - Offeree can accept the offer only by completing the contract performance (“a promise for an act”).
Irrevocable: Offer cannot be revoked once performance has begun.
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Express vs. Implied-in-Fact
- Express: Words (oral or written).
- Implied In Fact: Conduct creates and defines the terms of the contract. Requirements:
- PL furnished good or service
- PL expected to be paid
- DEF had chance to reject and did not.
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Contract Performance
- Executed v. Executory.
- Executed - A contract that has been fully performed on both sides.
- Executory - A contract that has not been fully performed on either side.
Enforceable but not executed yet
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Contract Enforceability
- Valid.
- Elements: Agreement, consideration, contractual capacity, and legality.
- Void.
- No contract.
- Voidable (unenforceable).
- Valid contract can be avoided or rescinded.
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Contract Enforceability
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§4: Quasi-Contracts
- Quasi Contracts are implied in law.
- Fictional contracts created by courts.
- Imposed on parties for the interest of fairness and justice.
- Avoids unjust enrichment
Equitable remedies.
- Recovery = Quantum Meruit.
Compensation
- Limitations on Recovery.
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§5: Interpretation of Contracts
- Plain Meaning Rule: Courts give terms their obvious or ordinary meaning.
- The meaning of the terms is determined from the face of the instrument
- Court cannot consider evidence not contained in the document itself.
Extrinsic Evidence
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Other Rules of Interpretation
- Ambiguous Terms. If terms are ambiguous, court will attempt to interpret ambiguous contract terms in a reasonable, lawful, effective manner.
- Contracts are interpreted as a whole.
- Terms negotiated separately given greater weight.
- Ordinary, common meaning given.
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Interpretation of Contracts
- Specific wording given greater weight than general language.
- Written or typewritten given greater weight than preprinted.
- Ambiguous terms interpreted against the drafter.
- Trade usage, prior dealing, course of performance to allowed to clarify.
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