Promise is a declaration that something will or will not happen in the future.
What is a Contract Contract is an agreement (based on a promise) that can be enforced in court.
What law governs
Necessary to ensure compliance with a promise or to entitle the innocent party to some form of relief.
Types of Contracts Express v. Implied In Fact.
Executory : A contract that has not been fully performed on either side.
Valid. :Elements: Agreement, consideration, contractual capacity, and legality. .
Void. :No contract. .
Voidable (unenforceable). :Valid contract can be avoided or rescinded. .
Ambiguous Terms: If terms are ambiguous, court will attempt to interpret ambiguous contract terms in a reasonable, lawful, effective manner.
What is a Contract Contract is an agreement (based on a promise) that can be enforced in court.
What law governs
- Service contracts - common law of contracts.
- Sale and lease contracts - Uniform Commercial Code (UCC).
Function of Contract Law
Designed to provide stability and predictability, as well as certainty, for both, buyers and sellers in the marketplace.Necessary to ensure compliance with a promise or to entitle the innocent party to some form of relief.
Definition of a Contract
A contract is a:- Promise or set of promises,
- For which breach of which,
- The law provides a remedy, or
- The performance of which the law in some way recognizes as a duty.
Elements of a Contract
The Following are the element of contract- Agreement (Offer and Acceptance).
- Consideration.
- Contractual Capacity.
Types of Contracts
Types of Contracts Bilateral vs Unilateral- Bilateral Offeree must only promise to perform (promise for a promise).
- Unilateral Offeree can accept the offer only by completing the contract performance (promise for an act).
- Irrevocable Offer cannot be revoked once performance has begun.
Types of Contracts Express v. Implied In Fact.
- Express Words (oral or written).
- Implied In Fact Conduct creates and defines the terms of the contract.
Quasi Contracts - Implied in law.
- Fictional contracts created by courts.
- Imposed on parties for the interest of fairness and justice.
- Equitable remedies.
- Quantum Meruit.
Executory : A contract that has not been fully performed on either side.
Valid. :Elements: Agreement, consideration, contractual capacity, and legality. .
Void. :No contract. .
Voidable (unenforceable). :Valid contract can be avoided or rescinded. .
Interpretation of Contracts
Plain Meaning Rule: Courts give terms their obvious meaning. .Ambiguous Terms: If terms are ambiguous, court will attempt to interpret ambiguous contract terms in a reasonable, lawful, effective manner.
- Contracts are interpreted as a whole.
- Terms negotiated separately given greater weight.
- Ordinary, common meaning given.
- Specific wording given greater weight than general language.
- Written or typewritten given greater weight than preprinted.
- Ambiguous terms interpreted against the drafter.
- Trade usage, prior dealing, course of performance to allowed to clarify.
- Case: Dispatch Automation v. Richards (2002).
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