Sources of Contract Law: Common Law for all contracts but: .Sale and lease contracts - Uniform Commercial Code (UCC).
: person’s assurance that they will or will no do something Promisor (making); Promisee ( to whom promise was made)
: Promise/set of promises for breach of which the law provides a remedy, or the performance of which the law in some way
recognizes as duty.
Agreement (Offer and Acceptance), Consideration, Contractual Capacity, Defense (legality, genuineness of assent, form)
Objective Theory of Contacts
. Circumstances to determine intent of parties.
- Offeree must only promise to perform (“promise for a promise”).
- Offeree can accept the offer only by completing the contract performance (“a promise for an act”). Irrevocable: Offer cannot be
revoked once performance has begun.
Ardito v. City of Providence
(2003) unilateral contract: police officer training
requires special form; contract under seal
: formalize writing with special seal Informal
: no special form
: Words (oral or written)
Implied In Fact
: Conduct creates and defines the terms. PL furnished good/service, PL expected to be paid,
DEF had chance to reject and did not.
Gary Porter Construction v. Fox Construction, Inc.
(2004) extra implied work
– fully performed.
– not fully performed
Elements: Agreement, consideration, contractual capacity, and legality. Void:
: one party has option of avoiding
: contract exits, cannot be enforce without legal obligations
Fictional contracts created by courts, Imposed on parties for the interest of fairness and justice, Equitable
remedies. Quantum Meruit: as much as he has deserved
Plain Meaning Rule
: Courts give terms their obvious or ordinary meaning.
Citizens Com.s Co. v. Trustmark:
court will attempt to interpret ambiguous contract terms in a reasonable, lawful, effective manner, interpreted as a whole,
Terms negotiated separately given greater weight, Ordinary, common meaning given, Specific wording given greater weight than
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.
= Parties must show mutual assent to terms of contract. Once an agreement is reached, if the other elements of a contract are
present, a valid contract is formed (offer + acceptance)
Requirements: Offeror’s serious intention, Definiteness of terms, Communication to Offeree.
Offerors Serious Intention