A 1-2-3 on the 4-1-1 of New York Contract Law

1. NEW
YORK
CONTRACT
LAW
Tricks
of
the
Trade

2. Contracts
Are
Not
Esoteric
Legal
Jargon.
Contracts
Pave
All
Avenues
Of
Life.
Buy/Sell
Agreements
Commercial/Residential
Real
Estate
Leases

3. Contracts
Are
Not
Esoteric
Legal
Jargon.
Contracts
Pave
All
Avenues
Of
Life.
Owner/Contractor
Agreements
Design
Development
Agreements

4. Contracts
Are
Not
Esoteric
Legal
Jargon.
Contracts
Pave
All
Avenues
Of
Life.
Operating
Agreements
Talent
Agreements
Partnership
Agreements
Insurance
Policies

5. Contracts
Are
Not
Esoteric
Legal
Jargon.
Contracts
Pave
All
Avenues
Of
Life.
Credit
Card
Issuer
Agreements
Cell
Phone
Subscriber
Plans

6. Contracts
Are
Not
Esoteric
Legal
Jargon.
Contracts
Pave
All
Avenues
Of
Life.
Amusement
Park
Tickets
Cruise
Tickets
Theater
Tickets
Restaurant
Receipts
Auctions

7. What
is
a
Contract?
• A
contract
is
a
promise
or
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
–
Restatement
(Second)
of
Contracts
§1
• Kernel
of
Corn
• NY
UCC
Article
2
governs
the
sale
of
goods
• Oral
v.
Written
• Good
Faith
and
Fair
Dealing

8. Have
I
entered
into
a
contract?
Buying
Groceries

9. Have
I
entered
into
a
contract?
Gifts

10. Have
I
entered
into
a
contract?
Nephew
Giving
Up
Gambling
for
Inheritance

11. Have
I
entered
into
a
contract?
Marriage

12. Contract
Implications
Rights
and
Obligations

13. To
Contract
or
Not
To
Contract?
Practical
and
Political
Considerations

14. To
Contract
or
Not
To
Contract?
Money
Involved
“A
verbal
contract
isn’t
worth
the
paper
it’s
written
on”
–
Samuel
Goldwyn

15. To
Contract
or
Not
To
Contract?
Labor
Involved
“A
verbal
contract
isn’t
worth
the
paper
it’s
written
on”
–
Samuel
Goldwyn

16. To
Contract
or
Not
To
Contract?
Untrustworthy
Party
“A
verbal
contract
isn’t
worth
the
paper
it’s
written
on”
–
Samuel
Goldwyn

17. To
Contract
or
Not
To
Contract?
Unknown
Party
“A
verbal
contract
isn’t
worth
the
paper
it’s
written
on”
–
Samuel
Goldwyn

18. To
Contract
or
Not
To
Contract?
Probable
Misunderstandings
“A
verbal
contract
isn’t
worth
the
paper
it’s
written
on”
–
Samuel
Goldwyn

19. The
“Musts”
• Core
Material
Terms
• Standard
Terms
§ Choice
of
Law
§ Choice
of
Venue
§ Acts
of
God
• Signature
Lines

20. Enforceability
• Statute
of
Frauds
• Enforced
Against
Signatory
• Individual
v.
Corporation
• Legal
Doctrines
• Impossibility
• Illusoriness
• Unconscionability
• Duress
• Waivers
(NY
GOL
§5-­‐326)
• Notarization

21. Contract
Violations
Elements
of
Breach
of
Contract
• Valid
and
Binding
Contract
• Performance
by
a
Party
• Failure
to
Perform
by
Other
Party
• Proximate
Causation

22. Contract
Violations
Material
Breach
v.
Substantial
Performance
1. Detriment
2. Beneait
3. Innocent
Breach
4. Ease
of
Full
Performance

23. Contract
Violations
Ambiguities
Construed
Against
Drafter
Unequal
Bargaining
Power
Intent
of
the
Parties
Extrinsic
Evidence

24. Remedies
• Money
Damages
• Consequential
Damages
• Incidental
Damages
• Expectation
Damages
• Reliance
Damages
• Restitution
• Equitable
Relief
• Likelihood
of
Success
• Irreparable
Harm
• Balance
of
Equities

25. Summary
• Pervasive
Instruments
• Contract
Implications
• Necessary
Terms
for
Ensuring
Enforceability
• Breach
of
Contracts
and
Forms
of
Relief