Business Law II
Professor Pamela Gershuny
Fall 2011
• UCC (Uniform Commercial Code)– Greatest Single Law Reform– Goods
• Restatement (Second) of Contracts– Construction or Real Estate
• A contract is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.
• A promise is an assurance that one will or will not do something in the future.
• Timeline
T1
Formation
• Course of Performance
• Usage of Trade
• Course of Dealing
BUSINESS LAW II
Formation
Performance
Enforceability
TYPES OF CONTRACTS
BUSINESS LAW II
TYPES OF CONTRACTS
BUSINESS LAW II
1. Bilateral – A promise for a promise.
2. Unilateral – A promise for an act (acceptance is the completed performance of the act).
TYPES OF CONTRACTS
Formation (7)
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3. Express – Formed by words (oral, written, or a combination).
4. Implied in fact – Formed by the conduct of the parties.
5. Quasi contract (implied in law) – Imposed by law to prevent unjust enrichment.
TYPES OF CONTRACTS
Formation (7)
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6. Formal – Requires a special form for creation.
7. Informal – Requires no special form for creation.
TYPES OF CONTRACTS
Formation (7)
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TYPES OF CONTRACTS
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1. Executed – A fully performed contract.
2. Executory – A contract not fully performed.
TYPES OF CONTRACTS
Performance (2)
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TYPES OF CONTRACTS
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1. Valid – The contract has the necessary contractual elements: agreement (offer and acceptance), consideration, legal capacity of the parties, and legal purpose.
TYPES OF CONTRACTS
Enforceability (4)
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2. Void – No contract exists, or there is a contract without legal obligations.
3. Voidable – One party has the option of avoiding or enforcing the contractual obligation.
TYPES OF CONTRACTS
Enforceability (4)
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4. Unenforceable – A contract exists, but it cannot be enforced because of a legal defense.
TYPES OF CONTRACTS
Enforceability (4)
• Employment at Will
• Promissory Estoppel
End of Types of Contracts
OFFERS
A promise or commitment to do or refrain from doing some specified thing in the future.
1. Serious intent of offeror
2. Terms must be reasonably certain
3. Communicated to offeree, so that offeree is aware
1. INTENTION
• Objective Test– No jokes or rages– No opinions
– No plans
– No ads
– No negotiations
2. DEFINITENESS OF TERMS+gap filling by court
• Identification of Parties• Identification of the subject
matter of the K– Quantity, services to be
performed(Ruud), goods 2-204, or land
• Consideration• Time of payment, delivery, or
performance
3. COMMUNICATION
ACCEPTANCEA voluntary act, either words or conduct that shows assent to an offer. Must be unequivocal and communicated to offeror.
• Unequivocal/mirror image rule
• Not silence• Communication• How?
– Made in a manner and by a medium invited by the offer is operative as soon as out of the offeree’s possession, whether or not the offeror receives it
• Express term
EXCEPTIONS
• Sent to wrong address, wrong postage, etc.
• “not effective until rec’d” term
• First communication rec’d in case of conflict
DOT COM ORDERS
• So far so good
• Faxed orders– 1-201(25-27)
REJECTION