Contracts in restraint of trade a prohibited

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1. Contracts in Restraint of Trade
2. Unconscionable Contracts or ClausesA bargain that is unfairly one-sided is unconscionable.a. Procedural UnconscionabilityThis relates to a party’s lack of knowledge or understanding of contract terms because of small print, “legalese,” etc. An adhesion contract (drafted by one party for his benefit) may be held unconscionable.b. Substantive UnconscionabilityThis relates to the parts of a contract that are so unfairly one-sided they “shock the conscience” of the court.3. Exculpatory ClausesThis is a contract clause that absolves a party of negligence or other wrong. Often held to be unconscionable, but may be enforced if the party seeking its enforcement is not involved in a business important to the public interest (health clubs, amusement parks).
Section 8 THE WRITING REQUIREMENT AND ELECTRONIC RECORDS(1) Contracts involving interests in land, (2) contracts that cannot be performed within one year of formation, (3) collateral promises, (4) promises in consideration of marriage, and (5) contracts for sales of goods priced at $500 or more.Section 9 THIRD PARTY RIGHTSA. ASSIGNMENTSThe transfer of a contract right to a third person is an assignment.1. Rights That Cannot Be AssignedRights cannot be assigned if a statute prohibits assignment, a contract is personal (unless all that remains is a money payment), the assignment materially increases or alters the risk or duties of the obligor, or the contract provides that it cannot be assigned.2. ExceptionsA contract cannot prevent an assignment of (1) a right to receive money, (2) rights in real property, (3) rights in negotiable instruments (checks and notes), or (4) a right to receive damages for breach of a sales contract or for paymentof an amount owed under the contract (even if the contract prohibits it).B. DELEGATIONSDuties are not assigned; they are delegated. A delegation does not relieve thedelegator of the obligation to perform if the delegatee fails to perform.1. Duties That Cannot Be DelegatedAny duty can be delegated unless (1) performance depends on the personal skill or talents of the obligor, (2) special trust has been placed in the obligor, (3) performance by a third party will vary materially from that expected by the obligee, or (4) the contract prohibits it.
2. Effect of a DelegationThe obligee must accept performance from the delegatee, unless the duty is one that cannot be delegated. If the delegatee fails to perform, the delegator is still liable.C. THIRD PARTY BENEFICIARIESThere are two types of third party beneficiaries: intended and incidental. An

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