Contract Law Study Notes

The party who makes an offer to another party.

The party who receives an offer and has the power to accept or reject it.

A clear and definite expression of willingness to enter into a contract with the offeree.

A method used to assess if the terms of an offer are clear and definite. It stands for: Quantity, Time, Identity, Price, Subject matter.

A clear and definite expression of assent to the terms of an offer, which creates a binding contract.

Language that makes an offer conditional on something happening, like a future event.

An offer made in jest that the recipient knows or should know is not a serious proposal.

Statements of future intentions, like 'I might sell my car' or 'I'm thinking about selling my car' are not valid offers.

Advertisements and similar public statements are not considered offers in American law. They are seen as invitations for the recipient to make an offer.

An offer must clearly outline the essential aspects of the agreement, such as the subject matter, price, and payment terms.

An offer can expire due to a set time limit or if a reasonable period has passed, making it invalid.

Offers can be terminated by the offeror revoking it, or by the recipient rejecting it.

Generally, an offer can be revoked before it's accepted, except for unilateral contracts where the offeree has begun performing the act requested.

A declaration by a merchant in writing that an offer will remain open for a set time is considered a firm offer and cannot be revoked.

Contracts are typically enforceable and valid, with any uncertainties addressed and resolved through interpretation.

An exchange of value that is genuine and intended. It is essential to create a legally binding contract.

An act or promise that benefits the promisor or harms the promisee. It is a key element in determining if consideration is present.

When parties create a false appearance of consideration in a contract, often to disguise a gift as a bargain. Courts will disregard such sham consideration.

The time at which a contract is formed is crucial in determining the existence of consideration.

A party's prior obligation cannot be used as new consideration in a contract. Engaging in an action one is already legally obligated to do is not sufficient consideration.

In general, a modification to a contract requires new consideration. However, in certain cases, especially under the Uniform Commercial Code (UCC) for sales of goods, a modification might be valid without new consideration.

An unforeseen event, such as a natural disaster, might justify releasing a party from fulfilling a contractual obligation.

A contract that can be canceled by the aggrieved party due to certain circumstances like misrepresentation, fraud, duress, or undue influence.

A false statement of fact that induces someone to enter a contract. It can make the contract voidable.

Knowledge that a statement is false when making it. This is a crucial element in proving fraud.

When the misrepresentation is relied upon by the other party and influences their decision to enter the contract.

Intentional deception made with the knowledge of its falsity, to induce someone into a contract.

The legal principle that there is no obligation to reveal information, unless it is specifically asked for.

A type of fraud that involves the subject matter of the contract not actually existing. Makes the contract void.

A type of fraud where misrepresentation is used to induce someone to enter a contract. Makes the contract voidable.

A legal doctrine that requires certain types of contracts to be in writing and signed by the party against whom the contract is being enforced. If not, the contract is voidable at the option of the party who did not sign.

A legal defense that allows a party to avoid enforcement of a contract if it does not meet the requirements of the Statute of Frauds.

A contract for the sale of land must be in writing and signed by the party against whom enforcement is sought.

A contract for the sale of goods worth $500 or more must be in writing and signed by the party against whom enforcement is sought.

A contract that cannot be performed within one year must be in writing and signed by the party to be charged.

A contract that guarantees the debt of another person must be in writing and signed by the party who is promising to pay.

A contract made in consideration of marriage must be in writing and signed by the party against whom enforcement is sought.

A contract made by an executor or administrator (of a will) must be in writing and signed by the party against whom enforcement is sought.

The process of figuring out the meaning of unclear or ambiguous terms in a contract. Courts use it to make sure contracts are valid even when there are vague parts.

Adding terms to a contract that weren't originally there, but are implied by the law or the situation. It's like filling in the gaps of a contract.

A rule that prevents parties from using evidence outside of the written contract to change or contradict its terms.

Evidence (oral or written) that is not part of the original contract and was created before or at the same time as the contract.

The Parol Evidence Rule applies to evidence that contradicts the written contract. This means the evidence cannot be used to change the meaning of the contract.

Agreements made before or at the same time as the written contract are considered questionable, especially if they conflict with the contract's terms.

Oral and written agreements made AFTER the contract is signed are not covered by the Parol Evidence Rule because they are considered new contracts or adjustments to the original contract.

Written agreements that are made at the same time as the main contract are not covered by the Parol Evidence Rule because they can be considered part of the overall contract.