Contract Law Lecture One (of 3) (Part 2): Introduction

Law School

Introduction to Contract Law: Contract law deals with legally binding promises. It establishes which promises are enforceable and how courts will handle breaches of those promises. Understanding contract law is essential in many areas of legal practice.

Formation of a Valid Contract: A valid contract generally requires three elements:

Offer: An offer is a clear expression of willingness to enter into a bargain, which justifies the other party's belief that their agreement will finalize the deal. It must be definite and certain, and a reasonable person would interpret it as an intent to be bound upon acceptance. Advertisements are generally not considered offers, but invitations to deal, unless they are very specific. Offers can be terminated by revocation, rejection, counteroffer, time lapse or operation of law.

Acceptance: Acceptance is the offeree’s agreement to the terms of the offer. Under common law, the acceptance must mirror the offer exactly. The Mailbox Rule generally states that acceptance is effective upon dispatch, unless otherwise specified in the offer. Acceptance must be communicated, except in special cases where silent acceptance is justified.

Consideration: Consideration is a "bargained-for exchange of legal value". Each party must promise or do something they are not already legally obligated to do. The Preexisting Duty Rule states that performing an existing obligation is not sufficient consideration, with some exceptions. Promissory estoppel can sometimes enforce a promise even without traditional consideration, if one party relies on that promise to their detriment.

Enforceability Defenses: Even with offer, acceptance, and consideration, certain defenses can render a contract void or voidable:

Statute of Frauds: Certain contracts must be in writing to be enforceable. These include contracts related to:

Marriage

Year: Contracts that can't be completed within one year

Land: Contracts involving the transfer of interest in real property

Executors: Promises by an executor to pay a decedent’s debt with personal funds

Goods: Contracts for the sale of goods over $500

Suretyship: Promises to pay another's debt

Capacity: Parties must have legal competence to enter a contract:

Minors: Contracts with minors are generally voidable by the minor.

Mental Incapacity: Contracts can be void or voidable if a party lacks the mental capacity to understand the transaction.

Intoxication: Contracts can be voidable if a party is so intoxicated they can’t understand the agreement, and the other party knows it.

Illegality and Public Policy: Contracts with illegal subject matter or those that violate public policy are void.

Misrepresentation, Fraud, Duress, and Undue Influence:

Misrepresentation and Fraud: False statements can be a defense, with fraud being an intentional falsehood.

Duress: Contracts formed under threat or pressure are voidable. Economic duress can also apply.

Undue Influence: If there is a relationship of trust or dominance, taking advantage of the other party can be undue influence.

Putting It All Together: Contract analysis involves a step-by-step approach: identify offer, acceptance, and consideration, then check for defenses. If a contract is valid, it then can be assessed for breach and remedies.

Examples and Illustrations: The lecture provides examples to illustrate key concepts:

Scenario A shows how a counteroffer terminates the original offer.

Scenario B demonstrates how a minor can disaffirm a contract.

Scenario C shows how partial performance can create an exception to the Statute of Frauds.

Day One Conclusion and Preview: The lecture concludes by summarizing the elements of contract formation and key defenses. Day Two will discuss performance, breach, and remedies.