Contracts Outline

1. UCC (goods) or Common Law (services) Contract
   1. Conclusion – UCC or Common Law
   2. Reasoning – PPT – LRRNR – the Language of the contract, Reason for the K, Relative cost of goods and services, Nature of the business, other Relevant factors
   3. Apply five elements to hypo
   4. Conclusion – UCC or Common Law
2. Main Conclusion
   1. Conclusion – Bottom Line - one or two sentences explaining the position.
   2. Reason? – High level explanation
   3. Apply - The reasoning to the case.
   4. Conclusion – Summary of R and A leading to C
3. Whole problem
   1. Is there a Contract?
      1. What is a contract?
         1. A contract is a promise of set of promises for the breach of which the law will offer a remedy.
         2. A contract requires mutual assent, through offer and acceptance, and consideration.
         3. Mutual assent is judged by the reasonable person standard, whether an objective reasonable person receiving the communication would think there was an offer or acceptance.
      2. Offer
         1. An offer is an expression of willingness to undertake an obligation or refrain from acting.
         2. An offer must be communicated to the offeree, have commitment–an indication that the offeror intends to be bound upon the offeree’s acceptance, and have sufficient content and certainty in that the terms must be reasonably certain and provide a basis for enforcement.
         3. An offer can be acceptance verbally or in writing or in a manner acceptable to the offeror.
      3. Acceptance
         1. Acceptance is the manifestation of assent to the terms of the offer.
         2. Acceptance must be positive, unequivocal, unambiguous, and cannot change, add, or otherwise modify the offer.
         3. It must be communicated to the offeror, expressing a commitment to be bound by the terms of the offer.
         4. It must have certainty with respect to the details of the offer and not vary them.
      4. Consideration
         1. Consideration is the inducement given to render the promise enforceable.
         2. Using the benefit detriment test, the courts look to whether the person seeking to enforce the promise, the promisee, to see if they suffered a detriment or offered a benefit to the offeror.
         3. Using the bargained for exchange test, courts look to see if the parties’ promises were mutually induced, a promise for a promise.
      5. Alternatives to Consideration
         1. Under promissory estoppel doctrine, if a clear and definite promise has been made to induce a party to enter into a contract and that party relies on that promise to their detriment, a contract is enforceable to the extent necessary to prevent injustice.
         2. Promissory restitution is appropriate when a promise is made to a party after a benefit has been received or costs have been incurred. In recognition of a material benefit received the contract can be enforceable to prevent injustice. This is the exception to the “past consideration ain’t no consideration” principle and can be applied when a past promised has been revived with a new promise.
         3. Liability for restitution exists to prevent unjust enrichment. This is appropriate when a party voluntarily accepts a material benefit, having a reasonable opportunity to reject. The Officious Intermeddler Doctrine prevents a party from receiving compensation for services that another party did not request or assent to.
            1. An exception to this is for emergency medical services, where a party is incapable of assenting, considering their condition (e.g., being in a coma).
      6. Defenses
         1. Infancy
            1. A minor lacks the capacity to contract.
            2. A minor can void a contract, at their option, while they are a minor, or within a reasonable time after reaching the age of majority. A minor can affirm a contract after reaching the age of the majority.
            3. A minor cannot be held liable for damages, depreciation, or loss; but must return whatever is left of the sale, including any proceeds from a sale to a third party.
            4. Contracts with minors for “necessaries"–actual needs based on a reasonable person in the minor’s rank, health or position in society. If a guardian can provide the thing, it is not a necessary.
         2. Mental Illness
            1. A cognitively impaired individual lacks the capacity to contract.
            2. Contracts with a person who has been adjudicated mentally incompetent are void. If not adjudicated, a mentally incompetent person can render the contract voidable by themselves or by a third party acting on their behalf
               1. A mentally ill person can void a contract if:
                  1. He is unable to understand the nature and consequences of the transaction, or;
                  2. They cannot act reasonably in the transaction and the other party has reason to know.
               2. The contract must have been made on fair terms.
         3. Intoxication
            1. An intoxicated person lacks the capacity to contract.
            2. To void a contract, while claiming intoxication, the party must prove that they were intoxicated at the time of contract formation and the other party has reason to know of their intoxication.
         4. Mistake
         5. Misrepresentation
         6. Duress
         7. Undue Influence
         8. Unconscionability
         9. Violation of Public Policy