Contractual Roadmap: Consideration: - Legally Sufficient Value (promise, forbearance,
1. Elements of a Valid Contract - CALL …. performance) + Bargained for Exchange. Adequacy of
Agreement (Offer & Acceptance), Consideration, Legal Capacity, Consideration (gen. won't Q unless shocking).
and Legality Agreements that lack consideration: Preexisting duty (exception:
2. Defenses to The Enforceability of a Valid Contract …- unforeseen difficulties, rescission + new contract),
Voluntary Consent (Mistake, Fraud, Duress) and Form (SOF- my Past Consideration (promises for past actions/events),
legs) Illusory Promises (uncertainty of performance/vague).
3. Breach and Remedies …- NY Law for even no consideration:
Damages (CCPN), Rescission & Restitution, Specific Enforceable if in writing and signed by the party against whom
Performance, Reformation enforcement are sought for Written Agreement for Modification
(Discharge) or Written & Signed Promise by promisor Expressing
Agreement: Acceptance: voluntary act by offeree that shows Past Consideration.
assent to the terms of the offer. May consist of words or conduct.
Offer: IDC Legal Capacity: Minors, Intoxicated, Mentally Incompetent
1. Intention-Serious and objective intention,
(Expressions of Opinion, Statements of Future Intent, Legality: (void if illegal) -
Preliminary Negotiations/bids, Ads→ NOT OFFERS). 1. Contracts contrary to a statute (commit crime)
2. Definiteness-Identify parties, subject/object matter, amount to 2. Contracts Contrary to Public Policy/ Contracts in Restraint of Trade
be paid, time of delivery, and consideration. (exceptions: sale of an ongoing business
3. Communication- offer must be communicated to offeree. and employment contracts as long as an
ancillary part of a contract, duration and
~Termination of an offer - geographic limitations are reasonable)
By Offeror: 3. Unconscionable Contracts or Clauses (ex: <immortal soul=)
Express repudiation or conduct
(If by conduct: must be communicated/known to the Voluntary Consent:
offeree) 1. Mistakes can be rescinded.
By the Offeree: A)Bilateral mistake of fact not of value,
- Rejection or counteroffer (because of mirror image rule) B)Unilateral mistake due to mathematical error,
By operation of the law: C)Unilateral mistake when other party knows or should know about
Lapse of time, Destruction of contract subject, the mistake.
death/incompetence, supervening illegality. 2. Fraudulent Misrepresentation
Offers are generally revocable, UNLESS : (innocent party can choose to rescind or enforce).
1. Promissory estoppel- reasonable/substantially relied on the A) Requirements: False Representation, Guilty
promise of another, allows party to recover without consideration knowledge, Intent to deceive, and
2. Option contracts (pay for with consideration, to keep offer open Reliance. For damages-also show Detriment).
for a certain amount of time). B)Opinions are not subject to fraud (exception: superior
3. Firm offer (UCC) - only for merchants, only for goods, in signed knowledge/expert can be considered fact)
writing, states it’s irrevocable, only 3 months! (after three months - C)Remedies (recession, compensatory damages, punitive damages)
offer still open but can be revoked). 3. Undue Influence
4. In NY: anyone, any offer, in signed writing, and states it’s 4. Duress
irrevocable - reasonable time limit!
Form- Statute of Frauds: (Have to be in Written Form)
Mailbox Rule: Effective Moment M - Consideration of Marriage (like prenup)
- Rejection & Revocation becomes effective when Y- 1 Year Rule (from day AFTER the contract was formed)
Received. L - Contracts involving Land (NY exception: Lease for 1 year or <)
-Acceptance becomes effective when sent, unless the parties E- empty
agreed differently (exception - substitute method G (S) - Sales of Goods priced at $500 or more
of acceptance) Writing must include - signature and quantity.
Mirror Image Rule: Common law contracts, additional terms UCC Exceptions:
An acceptance that in any way varies from OG offer is either 1. Merchant Confirmatory Memo Rule -
treated as a rejection or counteroffer. Both parties are merchants. One party, within a reasonable time after
UCC ( goods) Additional Terms: oral agreement, sends a signed written confirmation of contract and
Additional Terms don’t negate acceptance unless acceptance is indicates a quantity term. It is received by the other party, AND the
made expressly on condition of the Additional Terms: other party does not object within 10 days.
- Non-Merchants (1 party or both): Additional terms do not 2. Specifically Manufactured Goods Exception-
become part of the contract unless buyer expressly agreed. Before Buyer repudiates, Seller is specially manufacturing custom
- Merchants( both parties): Additional terms become part of the goods for B, S makes a substantial beginning of
contract unless offer expressly limited acceptance terms, performance/commitments, situation indicates that the goods are for
new terms materially alter contract, or offeror B, thus goods cannot be resold ordinarily.
objects within reasonable time.
