Contract
Key Concepts
1. Existence/formation of a contract
2. Contents of a contract
3. Causation and remoteness
4. Vitiating elements
5. Discharge of contract and remedies
6. Unjust enrichment
key terms:
- Offeror revokes || Offeree rejects → rejection/revocation valid only on receipt
- Offeror must be made aware of acceptance to be valid
- Usually insuff C: past C, perf existing duties, partly pay debt unless there is some practical benefit received
- Good C to vary K = detriment suffered on both sides
- Exclusion clauses in: UCTA = void/valid if reasonable || CRA = prohibited/unfair unless agrees
- Void = mistake, illegality, against public policy || Voidable = duress, UI, misrepresentation, incapacity
- Rescission: misrep, duress, UI, mistake
- Frustration: valid K, then illegality, impossibility, radically different d/t supervening event beyond parties
control
- Quantum meruit - pay Rprice for services if price not agreed
- Quantum valebat - pay Rvalue of goods if price not agreed
- Assess: Damages = at time of breach || Remoteness = at time K entered
- Innominate term: did breach deprive substantially whole benefit - when did breach occur, should ct give
dmgs or terminate K
- Land sale: K for land sale must be written; conveyance of land by deed (actual transfer of land in order to
implement contract for sale)
1
,Essential Elements
Contract is written/oral agreement meant to be legally enforceable and must have:
1. Agreement
○ Offer - Rexpectations of what’s communicated; undertaking; commitment; knowledge of offer;
clearly said in certain term
○ Acceptance - any Rmanner unless stipulated in offer; accept before indirect/direct revocation;
acceptance in unilateral K is complete performance
2. Consideration - of sufficient legal value
3. Intention to be bound - presumed in commercial txns; need capacity (mental/ <18yo/ intoxication →
voidable if other party knew of incapacity)
K that must be written: [1] land [2] guarantees [3] creditor agreements (ex. pay in installments)
Unilateral K - promise to do something on performance (ex. give reward for finding dog)
Deed - way to make K w/o consideration; land conveyance must be by deed bc witness adds further certainty -
requires:
1. Witness present
2. Be clear it’s a deed: say “DELIVERED AS DEED ON X DATE”, +
3. Clearly state intention to be legally bound
Offer
Offers must:
1. Show party making it is prepared to enter K - create Rexpectation that offeror is willing to be bound by terms
of offer (ex. ‘thinking of selling’ is not suff)
2. Be sufficiently clear and certain = terms capable of enforcement with Raccuracy (ex. Small coffee vs hot drink)
3. Be communicated to offeree = show offeree has knowledge
Not Offers:
1. Responses to inquiry for more info
2. Invitations to Treat
1. Ads 4. Request for tenders
2. Price list/quote 5. Auctions
3. Shop window
Terminate Offers by way of: Offeror → Revokes || Offeree → Rejects, both effective when received
1. Revocation by offeror - BEFORE acceptance by:
a. Direct communication
b. Indirect communication: (from 3P) correct information from reliable source that offeror took Rsteps
to say not interested
c. Offeror CANNOT revoke if:
2
, ■ Valid collateral K that has agreement & C & intention to be bound (ex. deposit given to hold
offer open for 3 days - c.n revoke until 3 days up)
■ Performance began in unilateral or bilateral K - perf is acceptance
2. Rejected by offeree - expressly BEFORE acceptance
3. Counteroffer - rejection of collateral offer or counteroffer to collateral offer d.n impact original offer
4. Rtime or deadline to accept lapsed - consider perishable goods
5. Death
6. Subject matter destroyed
7. Illegality
8. Failing stipulated conditions of offer - offer states terminates if smthn happen (ex. will rent boat unless
storm)
Acceptance
Can be: [1] performance, OR [2] promise to perform
Acceptance must be communicated by words/conduct in any Rmanner by any Rmedium in circumstances &
offeror must be aware of conduct to accept. Usually, party receiving performance does something to accept the
performance (ex. take delivery of goods; allow X to mow lawn; take payment)
Unilateral K: full performance is acceptance; must provide notice that you began perf within Rtime - performing
party may stop midway and this isn't breach
Insufficient Acceptance:
- Silence UNLESS both parties agree that acceptance needn't be communicated
- Assigning power to accept unless agency rshp
- Not doing stipulated accp per offer terms UNLESS UNLESS alternative method of acceptance is just as
advantageous (ex. Fedex vs DHL)
- Trying to accept an offer you learned of after performance
Postal Rule: for letters by post only - acceptance effective at moment of posting IF:
1. Lltr properly addressed and stamped;
2. R to send by post; +
3. offer does not stipulate that acceptance isn't effective until received
*** Note: Does Not apply to email or text - this is effective when received/opened
Intention to be Legally Bound
Presumptions
Family/social ex. Saying ‘i dont intend to be bound’ d.n matter - look at reasons for not wanting it
- Rebutted where family club together to join race/competition and agree to split winnings
NO INTENTION - Rebutted where friends enter commercial txn
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