Contract Law Study Notes

A contract is a legal ______ made between parties, by which rights are acquired by one or more to act on the part of the other party or another.

The agreement referred to means a meeting of minds called in ______ « consensus in idem ».

An agreement, to be valid, needs the following elements: offer and acceptance (intent of creating legal relations), capacity of the parties, a valid consent without fraud or duress, a consideration, and the legality of ______ or object.

Neither party can recover from the other on a ______ contract, but goods delivered may be recovered by an action in restitution.

A voidable contract may be made void at the instance of ______ the parties.

Contracts by ______ are the only formal contract in the law: it must be signed, sealed, and delivered.

Simple contracts might be oral, or by writing or ______.

Unlike the civil law ‘Droit des obligations’, the American Contract Law does not ______ torts.

American Contract law has its origin in English Common Law and continues to be common law in nature and methodology, but the US ______ individual states had passed specific legislation.

An ______ contract is one where the terms are stated words.

The National Conference, together with the American Law Institute, therefore, began work in 1942 on the project of a Uniform ______ Code (UCC).

The sales provisions of the Code apply to all sales of goods, not only to those between ______.

The party tendering the offer, the ______, manifests his intention to enter into a contractual obligation according to an objective (addressee-oriented) view of the circumstances.

In order to know if a valid offer has been made, the following question must be asked: ______ a reasonable person, in the position of the recipient of the utterance, consider it as conferring on him the power to create a valid contract by means of acceptance?

Advertisements or ______ do not constitute offers in American law but are instead viewed as invitations to the addressee to make an offer.

The offer must be sufficiently clear and certain and must contain the essential elements of the ______ proposed.

The most important way of termination of the offer includes lapse of time (such as when the offer had a specified time limit or when a ______ time, under the circumstances, has expired).

Another important ways of termination of the offer include ______ by the offeror, or rejection by the offeree.

As a rule, an offer can be revoked any time before its acceptance. The rule is somewhat different in the case of ______ contracts.

If the seller is a merchant and declares in writing that the offer is open for a specified time (otherwise for a reasonable time), the declaration will be considered a ______ offer” and cannot be revoked.

Contracts are presumptively enforceable and valid (validation principle), with ______ addressed and filled through interpretation.

When an offeree relies on the offer and does expenses in a way that must have been foreseeable to the offeror, the Equity developed the doctrine of ______ to avoid the harshness of the consideration doctrine.

Originally, promissory estoppel facilitated the enforceability of gift promises, especially ______ promises, based on altruistic motives.

Promissory estoppel will also be applied to 'contracts' that have the outward characteristics of a bargain, but may be unenforceable because of other defects, such as non-compliance with ______ requirements.

In addition to an express rejection, an acceptance introducing new terms or accepting under different conditions also constitutes a ______.

The acceptance, at common law, must agree in all respects with the offer (______ image rule) or else no contract will come about.

If there is a variation in the “acceptance”, it is a rejection of the initial offer, constituting a new offer in its own right (______).

When offer and response differ but one party and accepted by the other nonetheless delivers goods, a contract will have been formed. Its terms are those of the last communication: the ______ rule.

The ______ is difficult to apply in cases of parallel and inconsistent communications by the offeree.

An offer terminates, in contrast to some civil law legal systems, with the ______ of the offeror or offeree prior to effective acceptance.

Offers are effective, from the time of ______, for the time specified in them, or for a reasonable time.

An effective acceptance of an offer presupposes that the offeree (the accepting party) knew of the offer and was its ______.

Silence does not constitute ______.

The basic element of the consideration doctrine was the idea of a ______.

Modern approaches to consideration as a bargain moderate the concept considerably, in the sense that anything ______ by one party in exchange for his promise will make it binding.

Specific requirements for acceptance set down by the offeror, or usages observed by the parties in the past, may lead to different results. For instance, if the offeror has specified a form or manner for acceptance, the offeree can bring about a binding contract ______ these preconditions for a valid acceptance.

Some contracts require writing. According to the original common law, this included promises rendered in consideration of marriage, the promise of an executor of a will to be personally responsible for the debts of the estate of the decedent, and promises to pay the debts of another ______.

A statement or promise given under force or ______, or under the threat of either, is voidable.

Undue influence encompasses all situations in which one party uses his particular influence over the other to ______ the latter to conclude the contract.

The ______ provides important limitations on what arguments a party may advance to prove the content of the contract.

The ______ warranties for the sale of goods are part of the contract, unless the seller has excluded them by valid stipulation, not limited by consumer-protective legislation.

A condition is an ______, the occurrence (or non-occurrence) of which is a precondition for a contractual obligation to arise or to terminate.

There are three kinds of condition: precedent, concurrent and ______.

Full performance is an extraordinarily strict requirement and thus has been softened in practice by the introduction of the doctrine of ______.

The common law and the UCC, however, permit a party to withhold performance because of an ______ by the other party and to claim damages.

Contractual duties may terminate as a result of impossibility, impracticability or ______.

If a party does not perform its contractual obligation, the other may claim damages for ... This claim will lie for non-performance, defective performance, or in cases of anticipatory repudiation.

The goal is to put the injured party in the position he or she would have been in...

Damages encompass the actual damages suffered as a consequence of the breach of contract (general damages) as well as further damages resulting from that breach (...), to the extent that these were foreseeable at the time the contract was concluded.

The award of ______ was confined to tort actions, but they are also awarded in commercial contract actions when large-scale business deals have gone awry and there is then a fine line between contract and tort with respect to the underlying theory of the litigation.

“X” serve a symbolic function: a symbolic amount (for instance “One cent”) will be awarded when a breach of contract has occurred, but economic damage has not been suffered or cannot be proved.

Specific performance of the contractual obligation is an action derived from ______ jurisprudence and only will lie when the object of the contract is unique, that is, it cannot be replaced by money.

The common law required '...' with the result that only the original parties to the contract and their assignees had claims against each other.

A contract exists when two or more parties agree on promises ______.

Every contract must include a valid offer, acceptance, and ______.

The offer represents the content of the agreement, the acceptance represents the fact of ______ itself, and the consideration represents the exchange of value.

For example, the offeror may say, “I ______ sell you this car for one thousand dollars.

The offer also conveys power of acceptance to the offeree. The offeree may simply say, “It's a ______.”

The ______ has exercised the power of acceptance conveyed to them by the offeror, and they have created a contract

A valid offer must contain ______ terms and must convey power of acceptance to the offeree.

To determine if the terms are clear and definite this, a common analytical device is the acronym QTIPS: Quantity of goods, services, etc ; Time for the contract to be performed; ______ who are contracting; Price; Subject matter of the contract.

In the classical model, the offer contains all of the above, and the acceptance is merely an expression of ______.

Missing terms will be filled in by what is determined to be ______.

Some terms, such as price and quantity, are more important. Courts are more likely to fill in a “reasonable” price when the contract is for the sale of ______ goods, less likely when it is for unique goods.

A valid offer conveys power of acceptance to the ______; In other words, a simple expression of assent by the X will conclude the bargain.

The statement, “I would like to consider selling you my car for a thousand dollars, but first I need to sleep on it,” does not convey power of acceptance to the person addressed, because it contains ______ language.

An offer made in ______: An offer which the offeree knows or should know is made in ______ is not a valid offer.

Preliminary negotiations and statements of future intentions: “I'm thinking of selling my car for a thousand dollars,” or “I am going to sell my car for a thousand dollars

Price quotations: Generally, a price quote is not an offer, especially if it does not include a quantity, is not addressed to a particular ______, or does not include words like “offer.”

Solicitations of offers: One must often determine whether a proposal is a solicitation of an offer, or an offer, especially in the case of ______.

Advertisements will normally be ______ by courts to be invitations to the public to make offers.

An advertisement may be construed to be an offer if it would ______ a reasonable prospective buyer to believe that an offer was intended; this would be so if the advertisement contains the elements of an offer: clear and definite terms, and apparent conveyance of power of acceptance to the offeree.

Putting an item up for ______ is a solicitation of offers.

The acceptance is the offeree's manifestation of ______.

The acceptance represents agreement, and it ______ the contract.

To be valid, the acceptance must be knowing, voluntary, and ______.

In determining whether a valid acceptance has been made, the proper focus is on whether a reasonable offeror would understand that the offeree had accepted. As with the analysis of the offer, this is the objective, or “reasonable person” test; In other words, it does not matter what the offeror and offeree actually intended their words or actions to mean (the ______ test), it matters how a reasonable person would have interpreted them.

Communication to the offeror: When communication is instantaneous, such as face-to-face or by telephone, acceptance is valid when it is received by the offeror; when the communication is through the mail or by another means that involves a time delay, then the ______ rule applies, and acceptance is valid upon dispatch.

There is an exception of the mailbox rule for ______ contracts: acceptance is valid upon receipt, not upon dispatch.