Introduction to Profession and Legal System: Legal 100

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Introduction to Profession and Legal System
Legal 100

• Jessica Neilson

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4/25/06

• Check-In
• Continuation and Highlights Chapter 8
  Jurisdiction
• Chapter 9 Contracts

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Contract

• A promise or set of promises for the breach of
  which the law provides a remedy and the
  performance of which the law recognizes a duty

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Chapter 9 Contracts

• 6 ELEMENTS OF A VALID CONTRACT
• Is there an offer?
• An acceptance?
• Consideration?
• Legal subject matter?
• Do the parties have capacity?
• Do they have intent to contract? (Fraud, mistake,
  duress)

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What contracts have you entered into today?
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Offer

• Offer shapes deal
• Offers can be revoked at any time prior to
  acceptance (unless Option) and can lapse due to
  time, terms of offer, death or destruction of
  subject matter
• Advertisements Mere intention to negotiate not
  offer unless specific enough
• Offer can seek an ACT (unilateral-promisor agrees
  to perform upon the actual performance of
  another) or a promise (bilateral promise for a
  promise)
• If Unilateral, the ACT constitutes acceptance,
  consideration, and performance all wrapped up
  into one (Ex Will you cross Brooklyn Bridge for
  500?)

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How to distinguish unilateral from bilateral

• Ask yourself What kind of acceptance does the
  offer call for? Act? (uni) promise? (bilateral)
• Ask yourself When does the offeror consider they
  have a deal? When the act is done (uni) or when
  the return promise is made? (bilateral)

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How to distinguish unilateral contract from
bilateral

• When you buy coffee from Starbucks, the contract
  is formed via their promise to deliver coffee
  exchanged for your promise to payits not a
  unilateral contract where there is simply no
  contract until they deliver the coffee
• The reason this matters the type of contract
  determines the time of formation of contract and
  specifies when performance is due

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Acceptance

• Unless UCC Between Merchants, Must be mirror
  image of known offer or creates counteroffer
• For Uni-lateral K, must begin performance (and
  performance is substantial completion of what
  was asked)
• Can accept in specified way or any reasonable way
  if not specified
• If properly posted, mailbox rule makes acceptance
  effective on mailing

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Offer Acceptance is Manifestation of Assent

• Courts apply objective standard (would a
  reasonable person think you intended to
  contract?)
• Your internal motivation to not contract doesnt
  count!
• Jokes dont count, pre-K negotiations dont
  necessarily count

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Consideration

• Consideration is a required element of every
  contract a bargained-for exchange in which
  there is a benefit to the promisor or a detriment
  to the promisee
• Value not assessed 1 Love and Affection
  nominal consideration may be sham and actually a
  gift (usu. Unenforceable)

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Legal Subject Matter

• Contracts involving criminal acts are not
  enforceable if the crime is mala in se
• Contracts where the crime merely violates a
  regulatory wrong may be malum prohibitum and
  the innocent party may be able to recover in
  quasi-contract (a non-contractual remedy to
  extent of unfair benefit to wrong-doer).

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Capacity

• Majority Age except necessities
• Adequate Mental Capacity (legally adjudicated
  only, usually)
• Drugs/Alcohol
• Contracts by persons lacking capacity are
  voidable at the choice of the protected party
  (the other party cannot void but may argue for
  restitution)
• Fact-driven inquiry Can they understand the
  nature and consequences of their act?
• Significant rule Drugs/Alchol voiders must also
  prove other party had reason to know of their
  intoxication

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Intent to Contract (Duress, Fraud,
Misrepresentation, Mistake)

• DuressGun to head decision not true will of
  victim
• FraudIntentional misrepresentation (lying)
  voidable by injured party
• MistakeUnilateral (no defense) Mutual (no
  contract) (plain meaning rule-use ordinary
  meanings to interpret contract)
• Unconscionable (procedural substantive)

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Distinguish Fraud in Fact and Fraud in the
Inducement

• Fraud in fact tricking someone to sign a napkin
  when it is in fact a contract
• Fraud in inducement intentionally
  misrepresenting the amount or quality of
  consideration
• This is Waterford crystal, when it is plain glass

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List defenses to alleged breach of contract

• 1. Missing element
• 2. Unconscionable Contract
• 3. Fraud
• 4. Statute of Frauds
• 5. Accord and Satisfaction
• 6. Justifiable breach
• 7. Impossibility/Impracticability
• 8. Frustration of purpose/terminated duty

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Distinguish types of damages

• Compensatory
• Liquidated
• Specific Performance

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Statute of Frauds RCW 19.36.010

• Contracts, etc., void unless in writing.
• In the following cases, specified in this
  section, any agreement, contract and promise
  shall be void, unless such agreement, contract or
  promise, or some note or memorandum thereof, be
  in writing, and signed by the party to be charged
  therewith, or by some person thereunto by him
  lawfully authorized, that is to say
• (1) Every agreement that by its terms is not to
  be performed in one year from the making thereof
  
• (2) every special promise to answer for the debt,
  default, or misdoings of another person
• (3) every agreement, promise or undertaking made
  upon consideration of marriage, except mutual
  promises to marry
• (4) every special promise made by an executor or
  administrator to answer damages out of his own
  estate
• (5) an agreement authorizing or employing an
  agent or broker to sell or purchase real estate
  for compensation or a commission

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Assignment and Delegation

• Assign Rights, Delegate Duties
• Both are acceptable unless parties have stated it
  is not permissible, or the assignment/delegation
  would significantly alter the duty/rights of the
  other person to the contract
• Jimmy wants to assign his right to oil royalties
  to Joan. Thats fine!
• Jimmy wants to delegate his duty to sing at a U2
  concert to Joan Thats not!