Contract: The Enforceable Promise By: Markus Louvier Evans, Craven,

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Contract The Enforceable PromiseBy Markus
LouvierEvans, Craven, Lackie P.S.
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What is a contract?

• An exchange of enforceable promises.
• Contrast the Gift
• Either written or oral.

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Contracts

• Intro Contract Formation
• (1) Offer and Acceptance (Mutual Assent)
• (2) Consideration

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Mutual Assent

• Offer and Acceptance or Mutual Assent
• Offer A clear expression of a willingness to
  contract upon specified terms, requiring the
  assent of another.
• Not an offer Advertisements, no subject matter
  or quantity.

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The Offer

• An offer can end by
• (1) revocation (my offer is revoked)
• (2) expiration of time (i.e., a number of days to
  accept or unreasonably long)
• (3) death, insanity

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Acceptance

• Acceptance An unqualified assent to the precise
  terms set forth by the offeror.
• Once a valid offer is accepted ? Contract.
• Change of terms counteroffer

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Consideration

• Consideration A bargained for exchange of legal
  value.
• The reason why gifts are not enforceable.
• Enforcement of gifts waste of the courts time.
• Courts will generally not inquire into the
  adequacy of consideration.

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Written or Oral

• Oral contracts are okay!
• Writing is an element of proof.
• Statute of Limitations
• Statute of Frauds
• Real Property Goods over 500 Marriage 1 year
  Sureties and Executors.
• The writing must include the parties, subject
  matter, terms and conditions, the consideration,
  the signature of the party to be charged.

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Contracts for goods Uniform Commercial Code
Article 2What is a good?-Not real estate
-Must be movable.
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Goods

• How is offer and acceptance different?
• Acceptance can be in any manner sufficient to
  show agreement.
• Thus, unlike service contracts, an acceptance can
  contain different or additional terms.

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Goods

• What happens to the new or different terms in
  an acceptance?
• Different The knock out rule the differing
  terms are knocked out of the contract, and the
  contract consists of only the terms on which the
  offer and acceptance agree. Inconsistent terms
  are replaced by UCC language (if it exists).

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Goods (Different/Additional terms)

• Additional Proposals to modify the contract.
• Unless the parties are merchants then, it
  becomes part of the contract unless the offeror
  objects within a reasonable time.
• Counteroffer You can still have counteroffers in
  contracts for the sale of goods. They occur when
  the proposal is for a different price, quantity
  or good.

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Sales Warranties

• Express Warranties Description of the goods to
  which the goods will expressly conform.
• Implied Warranty of Merchantability Goods sold
  by a merchant in goods of the kind warrant that
  they are fit for their ordinary purposes.
• Implied Warranty of Fitness for a Particular
  Purpose Goods sold by a seller who is aware that
  the buyer is relying on his skill to pick or
  provide the goods fit for the buyers purposes.

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Warranties Disclaimer

• Express Warranty It becomes part of the basis
  of the bargain it cannot be disclaimed.
• Implied Warranty of Merchantability must
  conspicuously state merchantability or as is.
• Fitness for a particular purpose must be
  conspicuous, state the quality being disclaimed
  with particularity.

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Limitations on Remedy

• The seller tells the buyer what the remedies are
  if the good is no good.
• Exclusive remedy of repair or replacement is
  common and enforceable.

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Non-Conforming Goods

• When the buyer receives non-conforming goods
• The perfect tender rule, allows him to reject
  the whole, or any part of the delivery.
• Notice of rejection must be timely.

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The End

• QUESTIONS?