We must also keep them in balance consider them

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- we must also keep them in balance; consider them together. - the first step is to try & understand the dispute. Then apply the legal rules. Dawson v. Helicopter Exploration Co. (1955) - this is a classic case of unjust enrichment. Dawson needs a remedy…thus, the Court must find a contract. Defendant’s argument: there is an offer: unilateral contract requiring an act on Dawson’s part. Letter of June 7 th 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 remains passive. 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 Dawson arrangement to be bilateral Court’s View: bilateral contract - March 5 th : offer - April 12 th : acceptance - June 7 th : breach of contract (‘anticipatory’ because the act had not yet been performed) - Dawson promises to attempt to secure leave & accompany helicopter company to the showings - 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 “fair 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: Conditions are precedent to performance of a contract. - 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 1. Acceptance of the offer is the full completion of the act 2. Normally, communication of acceptance requirement is waived. 3. The consideration is the complete performance of the act required. 4. After act is performed, nothing more is required of the offeree. 5. 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). 6. Offeror remains totally passive until the act is done. 7. Offeree can never be in breach of contract, because they are under no obligation. Page 24 of 99
8. The offer may be revoked, but exactly when that can take place is uncertain (can it be revoked after performance is undertaken?). 9. The Court’s presumption is always toward a bilateral contract (i.e. when wording is ambiguous, etc.). When it can be construed as bilateral, it will be (this protects both offeror and offeree).

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