INTRODUCTION TO CONTRACTS

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INTRODUCTION TO CONTRACTS

• T. LEIGH ANENSON, J.D., LL.M.

Contracts are agreements made up of big words
and little type. Sam Ewing, quoted in Saturday
Evening Post, May 1993
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CONTRACT LAW

• Introduction to Contracts
• The Agreement Offer
• The Agreement Acceptance
• Consideration
• Reality of Consent

• Capacity to Contract
• Illegality
• Writing
• Rights of Third Parties
• Performance Remedies

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What contracts have you made recently?
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Learning Objectives

• Nature of contracts
• Basic elements of a contract
• Basic contract types
• Sources of contract law
• Non-contract obligations

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NATURE OF CONTRACTS

• Not every promise is legally enforceable
• But when a set of promises has the status of
  contract, a person injured by a breach of that
  contract is entitled to call on the government
  (courts) to force the breaching party to honor
  the contract
• Contract law is ancient law, but has evolved to
  reflect social change

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ELEMENTS OF A CONTRACT

• 1) AGREEMENT
• 2) CONSIDERATION
• 3) CAPACITY
• 4) LAWFUL OBJECT

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CONTRACT CLASSIFICATIONS
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SOURCES OF CONTRACT LAW

• COMMON LAW
• UNIFORM COMMERCIAL CODE
• (SALE OF GOODS ONLY)
• CONVENTION ON THE INTERNATIONAL SALE OF GOODS
  (CISG)

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UCC SALE OF GOODS

• GOODS tangible, movable, personal property
• DOES NOT APPLY TO
• sale of services
• intangible property (stocks, intellectual
  property)
• real estate
• MIXED SALE SITUATION whether goods or services
  predominates in the contract
• (vs. gravamen test focuses on part of contract
  at issue)

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The UCC and Common Law
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NON-CONTRACT DUTIES

• QUASI-CONTRACT
• PROMISSORY ESTOPPEL

• Hurdis Realty v. Town of North Providence

• Holt v. Home Depot, U.S.A., Inc.

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FOUR ELEMENTS PROMISSORY ESTOPPEL

• 1) PROMISE
• 2) REASONABLE RELIANCE
• 3) ACTUAL RELIANCE
• 4) INJUSTICE

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REVIEW CONTRACT AND NONCONTRACT RECOVERY