Business Law Today PDF 12th Edition

Roger LeRoy Miller BUSINESS LAW Today STANDARD EDITION TEXT & SUMMARIZED CASES, 12e Miller, Business Law Today, Standard Edition: Text & Summarized...

Roger LeRoy Miller BUSINESS LAW Today STANDARD EDITION TEXT & SUMMARIZED CASES, 12e Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Miller, Business Law Today, Standard Reserved. Edition: May not Text &copied be scanned, Summarized Cases,or12th or duplicated, Edition. posted © 2020accessible to a publicly Cengage.website, All Rights Reserved. in whole May not be or in part. scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. Nature and Classification Chapter 10 Chapter Outline 10-1 An Overview of Contract Law 10-2 Elements of a Contract 10-3 Types of Contracts 10-4 Quasi Contracts 10-5 Interpretation of Contracts Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  Learning Objectives 1. What is the objective theory of contracts? 2. What are the four basic elements necessary to the formation of a valid contract? 3. What is the difference between express and implied contracts? 4. When will a court impose a quasi contract? 5. What rules guide the courts in interpreting contracts? Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-1 An Overview of Contract Law (slide 1 of 3) 10-1a Sources of Contract Law Common law governs all contracts except when it has been modified or replaced by statutory law or by administrative agency regulations. 10-1b The Function of Contracts Contract law assures the parties to private agreements that the promises they make will be enforceable. Without it, businesspersons can only rely on the good faith of others. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-1 An Overview of Contract Law (slide 2 of 3) 10-1c Definition of a Contract A contract is formed by two or more parties who agree to perform or to refrain from performing some act now or in the future. It can be enforced in court. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-1 An Overview of Contract Law (slide 3 of 3) 10-1d The Objective Theory of Contracts A party’s intention to enter into a contract is judged by outward, objective facts as interpreted by a reasonable person, rather than by the party’s secret, subjective intentions. Case Example 10.1 Pan Handle Realty (2013) Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-2 Elements of a Contract (slide 1 of 2) 10-2a Requirements of a Valid Contract 1. Agreement: An agreement to form a contract includes an offer and an acceptance. 2. Consideration: Any promises made by the parties must be supported by legally sufficient and bargained-for consideration. 3. Contractual capacity: Both parties entering into the contract must have the contractual capacity to do so. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-2 Elements of a Contract (slide 2 of 2) 10-2a Requirements of a Valid Contract 4. Legality: The contract’s purpose must be to accomplish some goal that is legal and not against public policy. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-2b Defenses to the Enforceability of a Contract 1. Voluntary consent: The consent of both parties must be voluntary. 2. Form: The contract must be in whatever form the law requires. Some contracts must be in writing to be enforceable. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-3 Types of Contracts (slide 1 of 4) 10-3a Contract Formation Bilateral versus Unilateral Contracts Bilateral Contracts: Promise given in exchange for return promise Unilateral Contracts: Offer can be accepted only by offeree’s performance Revocation of Offers for Unilateral Contracts: Once performance has been substantially undertaken, the offeror cannot revoke the offer. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-3 Types of Contracts (slide 2 of 4) 10-3a Contract Formation Formal versus Informal Contracts Formal Contract: An agreement that by law requires a specific form for its validity. Informal (or Simple) Contract: A contract that does not require a specific form or method of creation to be valid. Express versus Implied Contracts Express Contract: A contract in which the terms of the agreement are stated in words, oral or written. Implied Contract: A contract formed in whole or in part from the conduct of the parties. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-3 Types of Contracts (slide 3 of 4) 10-3a Contract Formation Requirements for Implied Contracts 1. The plaintiff furnished some service or property. 2. The plaintiff expected to be paid for that service or property, and the defendant knew or should have known that payment was expected. 3. The defendant had a chance to reject the services or property and did not. Mixed Contracts with Express and Implied Terms: Case Example 10.5 Uhrhahn Construction & Design, Inc. v. Hopkins (2008) Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 10-3 Types of Contracts (slide 4 of 4) Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-3b Contract Performance Executed contract: A contract that has been fully performed by both parties. Executory contract: A contract that has not yet been fully performed. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 10-3c Contract Enforceability (slide 1 of 2) Voidable Contracts: A contract that may be legally avoided at the option of one or both of the parties. Unenforceable Contracts: A valid contract rendered unenforceable by some statute or law. Void Contracts: A contract having no legal force or binding effect. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 10-3c Contract Enforceability (slide 2 of 2) Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-4 Quasi Contracts (slide 1 of 3) Quasi Contract: An obligation or contract imposed by law (a court), in the absence of an agreement, to prevent the unjust enrichment of one party. They are imposed to avoid the unjust enrichment of one party at the expense of another. Case Example 10.8 Seawest Services Association v. Copenhaver (2012) Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-4 Quasi Contracts (slide 2 of 3) 10-4a Limitations on Quasi-Contractual Recovery A party who has conferred a benefit on someone else unnecessarily or as a result of misconduct or negligence cannot invoke the doctrine of quasi contract. Case Example 10.8 State Farm Automobile Insurance Co. v. Newburg Chiropractic (2013) Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-4 Quasi Contracts (slide 3 of 3) 10–4b When an Actual Contract Exists The doctrine of quasi contract generally cannot be used when an actual contract covers the area in controversy. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-5 Interpretation of Contracts (slide 1 of 3) 10-5a Plain Language Laws The federal government and a majority of the states have enacted plain language laws to regulate legal writing and eliminate legalese. All federal agencies are required to use plain language in most forms and written communications. States frequently have plain language laws that apply to consumer contracts. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-5 Interpretation of Contracts (slide 2 of 3) 10-5b The Plain Meaning Rule Ambiguity: A court will consider a contract to be ambiguous in the following situations: 1. Intent of parties cannot be determined 2. When it lacks a provision on disputed issue 3. A term is susceptible to more than one interpretation 4. There is uncertainty about a provision Extrinsic Evidence: Evidence that is not contained in the document itself Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part. 10-5 Interpretation of Contracts (slide 3 of 3) Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  Spotlight on Columbia Pictures: Case 10.3 Wagner v. Columbia Pictures Industries, Inc. (2007) How might the result in this case have been different if the court had allowed Wagner’s extrinsic evidence of the prior contract regarding Love Song to be used as evidence in this dispute? Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-5c Other Rules of Interpretation (slide 1 of 2) Rules the Courts Use 1. Insofar as possible, a reasonable, lawful, and effective meaning will be given to all of a contract’s terms. 2. A contract will be interpreted as a whole. Individual, specific clauses will be considered subordinate to the contract’s general intent. All writings that are a part of the same transaction will be interpreted together. 3. Terms that were the subject of separate negotiation will be given greater consideration than standardized terms and terms that were not negotiated separately. 4. A word will be given its ordinary, commonly accepted meaning, and a technical word or term will be given its technical meaning, unless the parties clearly intended something else. 5. Specific and exact wording will be given greater consideration than general language. Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.  10-5c Other Rules of Interpretation (slide 2 of 2) 6. Written or typewritten terms prevail over preprinted terms. 7. Because a contract should be drafted in clear and unambiguous language, a party that uses ambiguous expressions is held to be responsible for the ambiguities. Thus, when the language has more than one meaning, it will be interpreted against the party that drafted the contract. 8. Evidence of trade usage, prior dealing, and course of performance may be admitted to clarify the meaning of an ambiguously worded contract. Express are usually given most weight followed by course of performance, course of dealing, and custom and usage of trade. Case Example 10.11 Eberbach v. Eberbach (2017) Miller, Business Law Today, Standard Edition: Text & Summarized Cases, 12th Edition. © 2020 Cengage. All Rights Reserved. May not be scanned, copied or duplicated, or posted to a publicly accessible website, in whole or in part.