CONTRACT
LAW
In the course of human affairs, people invariably enter
into agreements and contracts both verbally and in
written form to protect their interests, needs,
requirements and expectations. People voluntarily choose
to enter these relationships when it comes to buying,
selling, bartering or exchanging goods and services as a
private arrangement. When things go wrong, people
invariably turn to the government courts to seek “justice.”
WHY didn’t you establish justice by preparing for the
contractual relationship with all safeguards in place in
the first place?
1. A) ELEMENTS:
a) Invitation to treat
b) Offer
c) Acceptance
d) Capacity
e) Intention to be bound / and to create legal
relations between the contracting parties
f) Consideration
g) Meeting of Minds (MOM)
B) WHAT CAN GO WRONG:
a) Mistake
b) fraud
c) non-performance
d) illegal or void contracts
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e) failure to understand by failing to ask specific
questions (MOM)
f) impossibility
g) promises
h) guaranties and warranties
i) implied contract
j) express contract
2. THE LAW
a) Article 1, section 10, U.S. Constitution: “. . . No
State shall impair the obligations of a contract
. . .”
b) Uniform Commercial Code (UCC); UCC § 2207(1) –OFFER; UCC § 2-207(2) –
ACCEPTANCE;
c) Vienna Convention of 1988 (when contracting
parties are in different countries)
d) Restatement (Second) of Contracts
e) Federal Arbitration Act
3. CASE LAW

Laidlaw v. Organ, 15 U.S. 178 (1817) the seller of tobacco was
not entitled to get out of a contract to sell a load at a low price
when it transpired that the War of 1812 had ended, and so that
prices would rise (because a navy embargo was lifted). Even
though the buyer stayed silent about the peace treaty that had
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just been agreed when he was asked if prices might rise, he
was entitled to enforce the contract.
Pando v. Fernandez, 127 Misc.2d 224 (N.Y. Sup. Ct. 1984) it
was held that it was not impossible to prove that a boy had
agreed with the winner of $2.8m in a lottery that she would
share the winnings with him
ProCD, Inc. v. Zeidenberg, 86 F.3d 1447 (7th Cir. 1996) the
click of a button accepting a license's terms on software counts
as agreement
Specht v. Netscape, 306 F.3d 17 (2d Cir. 2002) simply clicking a
download button does not indicate agreement to the terms of a
contract if those terms were not conspicuous.
 Angel v. Murray, 322 A.2d 630 (RI 1974) modification of a
contract does not require consideration if the change is made
in good faith and agreed by both parties.
 Hamer v. Sidway, 124 N.Y. 538, 27 N.E. 256 (N.Y. 1891)
promising to not behave anti-socially amounted to valid
consideration for a contract, in this case payment of money
by an uncle to a nephew to not swear, drink, gamble and
smoke.
 Kirksey v. Kirksey, Ala. Sup. 8 Ala. 131 (1845) an old case
holding that it was not sufficient consideration to promise to
visit a person, in return for getting a house.
 Ligenfelder v. Wainwright Brewing Co., 15 S.W. 844 (1891)
promising not to sue did not amount to valid consideration
 McMichael v. Price, 58 P.2d 549 (OK 1936) mutuality of
obligation, and an illusory promise. It was not illusory to
promise to buy all sand from one supplier, even though there
was no contractual obligation to buy any sand at all. This
meant there was sufficient mutuality of obligation.
 Wood v. Lucy, Lady Duff-Gordon, 222 N.Y. 88, 118 N.E. 214
(1917) it was sufficient consideration to promise to represent
someone's interests.
 Salsbury v. Northwestern Bell Telephone Co., 221 N.W.2d
609 (IA 1974) charitable subscriptions can be enforced
without consideration or detrimental reliance
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Seixas v. Woods 2 Cai. R. 48 (N.Y. Sup. Ct. 1804) a contract was
binding despite making a mistake.
 DeCicco v. Schweizer, 117 N.E. 807 (1917) Cardozo J held a
daughter was entitled to enforce a promise by her father to
her husband to pay her instalments of money, because she
had knowledge of the promise. There was sufficient
"consideration".
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