INTRODUCTION TO CONTRACTS

T. LEIGH ANENSON, J.D., LL.M.

“Contracts are agreements made up of big words and little type.”

Sam Ewing, quoted in Saturday Evening Post, May 1993

CONTRACT LAW• Introduction to

Contracts

• The Agreement: Offer

• The Agreement: Acceptance

• Consideration

• Reality of Consent

• Capacity to Contract

• Illegality

• Writing

• Rights of Third Parties

• Performance & Remedies

What contracts have you made recently?

Learning Objectives

• Nature of contracts

• Basic elements of a contract

• Basic contract types

• Sources of contract law

• Non-contract obligations

• Not every promise is legally enforceable

• But when a set of promises has the status of contract, a person injured by a breach of that contract is entitled to call on the government (courts) to force the breaching party to honor the contract

• Contract law is ancient law, but has evolved to reflect social change

NATURE OF CONTRACTS

ELEMENTS OF A CONTRACT

• 1) AGREEMENT

• 2) CONSIDERATION

• 3) CAPACITY

• 4) LAWFUL OBJECT

CONTRACT CLASSIFICATIONS UNILATERAL BILATERAL

EXECUTORYEXECUTED

VALIDVOIDABLE

VOID

EXPRESSIMPLIED

SOURCES OF CONTRACT LAW

• COMMON LAW

• UNIFORM COMMERCIAL CODE

(SALE OF GOODS ONLY)

• CONVENTION ON THE INTERNATIONAL SALE OF GOODS

(CISG)

UCC: “SALE OF GOODS”– GOODS: tangible, movable, personal property

– DOES NOT APPLY TO: • sale of services • intangible property (stocks, intellectual property) • real estate

– MIXED SALE SITUATION: whether goods or services predominates in the contract (vs. “gravamen test” focuses on part of contract at issue)

The UCC and Common Law

NON-CONTRACT DUTIES

• QUASI-CONTRACT

• PROMISSORY ESTOPPELHolt v. Home Depot, U.S.A., Inc.

Hurdis Realty v. Town of North Providence

FOUR ELEMENTS: PROMISSORY ESTOPPEL

• 1) PROMISE

• 2) REASONABLE RELIANCE

• 3) ACTUAL RELIANCE

• 4) INJUSTICE

REVIEW: CONTRACT AND NONCONTRACT RECOVERY