- we must also keep them in balance; consider them together.
- the first step is to try & understand the dispute.
Then apply the legal rules.
v. Helicopter Exploration Co.
this is a classic case of unjust enrichment.
Dawson needs a remedy…thus, the Court
must find a contract.
there is an offer:
unilateral contract requiring an act on Dawson’s
Letter of June 7
was a simple revocation, as the act had not yet been committed.
- Plaintiff points out that this is not the classic unilateral contract; normally, the offeror
This is not so in this case.
Doesn’t fit the mould.
Supreme Court says that, wherever possible, contracts should be construed as bilateral.
Offers protection to both parties
majority deems the
arrangement to be bilateral
- March 5
- April 12
- June 7
breach of contract
(‘anticipatory’ because the act had not yet been performed)
- Dawson promises to attempt to secure leave & accompany helicopter company to the
- Company promises to secure a helicopter & pilot to take Dawson to the showings,
which he will have a 10% interest in.
- the Court recognises that the parties don’t normally spell-out each term; cite
implications” & “instinct [imbued] with an obligation” doctrines (Cardozo & Williston).
- allowed to make fair & reasonable implications where the wording is not perfect or
express (i.e. promise to get a pilot)
- What if they were, on good faith, unable to get a pilot or unable to secure leave?
- Contract calls for “attempts”, not actual performance.
If they meet these obligations,
performance is not necessarily required:
precedent to performance
- you can also have conditions
precedent to the formation
of a contract:
contract is not
made until conditions are met.
- the court holds that these terms/conditions are those of the contract, not of its formation.
- the court really had to stretch our concepts of contract to give Dawson a remedy
Characteristics of a Unilateral Contract
Acceptance of the offer is the full completion of the act
communication of acceptance requirement is waived.
The consideration is the complete performance of the act required.
After act is performed, nothing more is required of the offeree.
An offeree never makes any promises or further commitments (if promises are made,
it is some type of bilateral contract or no contract at all).
Offeror remains totally passive until the act is done.
Offeree can never be in breach of contract, because they are under no obligation.
Page 24 of 99