Chapter Outline • • • • • 1. The Function of Contract Law 2. Definition of a Contract 3. Elements of a Contract 4. Types of Contracts 5. Interpretation of Contracts11 1 Introduction • Promise is a declaration that something will or will not happen in the future. • What is a Contract? – Contract is an agreement (based on a promise) that can be enforced in court. – Formed by two or more competent parties who agree, for consideration, to perform or refrain from performing some legal act now or in the future. 2 Contract vs. Promise Promise: A person’s declaration that she will or will not make something happen in the future. Promisor: The person making the promise. Promisee: The person to whom the promise is made. Contract: An agreement between two or more competent parties, for valuable consideration, to perform or refrain from performing some act now or in the future. Offeror: The person proposing an agreement. Offeree: The person to whom proposition (the offer) is made. 3 §3: Elements of a Contract • • • • Agreement (Offer and Acceptance). Consideration. Contractual Capacity. Defense: – Legality. – Genuineness of assent. – Form. 4 §1: Function of Contract Law • Designed to provide stability and predictability, as well as certainty, for both, buyers and sellers in the marketplace. • Necessary to ensure compliance with a promise or to entitle the innocent party to some form of relief. 5 Objective Theory of Contract: The parties’ assent is judged not by the subjective intent of each party, but by the objective intent that a reasonable person, similarly situated would understand the parties to have. 6 Types of Contracts 1. Bilateral or Unilateral 2. Express, or Implied in Fact, or Quasi contract 3. Formal or Informal 4. Executed or Executory 5. Valid, Void, Voidable, or Unenforceable 7 §4: Types of Contracts Every contract has at least two parties: the Offeror and the Offeree Bilateral Contracts --Offer and Offeree exchange promises to each other (a promise for a promise). --A contract is formed when Offeree promises to perform. 8 §4: Types of Contracts Unilateral Contracts: Offeror wants performance in exchange for his promise (a promise for and act). Contract is formed when Offeree performs. Rewards are good examples. Revocation of Offer: modern view is that offer is irrevocable once the Offeree substantially performs. 9 Types of Contracts • Express v. 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. – Case 9.1: Homer v. Burman (2001). 10 Types of Contracts [3] • Quasi Contracts - Implied in law. – Fictional contracts created by courts. – Imposed on parties for the interest of fairness and justice. – Equitable remedies. – Quantum Meruit. • Case 9.2: Industrial Lift v. Mitsubishi (1982). 11 Types of Contracts [4] • Formal v. Informal. Formal: require special form or method to be enforceable, e.g., under seal. Informal: all other contracts. 12 Types of Contracts [4] 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. 13 Enforceability • Valid. – Four Elements: Agreement, consideration, contractual capacity, and legality (legal purposes). • Void. – No contract. • Voidable (unenforceable). – Valid contract can be avoided or rescinded by one of the parties. 14 §5: Interpretation of Contracts • Plain Meaning Rule: Courts give terms their obvious meaning. • 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. 15 Interpretation of Contracts • Ambiguous Terms (cont’d) – 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. • Case 9.3: Dispatch Automation v. Richards (2002). 16