This document provides an overview of contract law, including definitions of key concepts. It discusses that a contract is an agreement enforceable by law, and outlines the main elements required for a valid contract - agreement, consideration, capacity, and legality. It also describes different types of contracts such as bilateral, unilateral, express, implied and quasi contracts. The document concludes by discussing principles for interpreting and enforcing contracts, such as giving unambiguous terms their plain meaning or interpreting ambiguous terms against the drafter.

1. 1
Contracts

2. 2
Introduction
 Promise is a declaration that something will
or will not happen in the future.
 What is a Contract?
 Contract is an agreement (based on a promise)
that can be enforced in court.
 What law governs?
 Service contracts - common law of contracts.
 Sale and lease contracts - Uniform Commercial
Code (UCC).

3. 3
§1: Function of Contract Law
 Designed to provide stability and
predictability, as well as certainty, for both,
buyers and sellers in the marketplace.
 Necessary to ensure compliance with a
promise or to entitle the innocent party to
some form of relief.

4. 4
§2: Definition of a Contract
 A contract is a:
 Promise or set of promises,
 For breach of which,
 The law provides a remedy, or
 The performance of which the law in some way
recognizes as a duty.
 Objective Theory of Contacts. Circumstances
to determine intent of parties.

5. 5
§3: Elements of a Contract
 Agreement (Offer and Acceptance).
 Consideration.
 Contractual Capacity.
 Defense:
 Legality.
 Genuineness of assent.
 Form.

6. 6
§4: Types of Contracts
 Bilateral v. Unilateral.
 Bilateral - Offeree must only promise to perform
(“promise for a promise”).
 Unilateral - Offeree can accept the offer only by
completing the contract performance (“promise
for an act”).
 Irrevocable: Offer cannot be revoked once
performance has begun.

7. 7
Types of Contracts
 Express v. Implied In Fact.
 Express: Words (oral or written).
 Implied In Fact: Conduct creates and
defines the terms of the contract.
Requirements:
 PL furnished good or service
 PL expected to be paid
 DEF had chance to reject and did not.
 Case 9.1: Homer v. Burman (2001).

8. 8
Types of Contracts [3]
 Quasi Contracts - Implied in law.
 Fictional contracts created by courts.
 Imposed on parties for the interest of fairness and
justice.
 Equitable remedies.
 Quantum Meruit.
 Case 9.2: Industrial Lift v. Mitsubishi (1982).

9. 9
Types of Contracts [4]
 Formal v. Informal.
 Executed v. Executory.
 Executed - A contract that has been fully
performed on both sides.
 Executory - A contract that has not been fully
performed on either side.

10. 10
Enforceability
 Valid.
 Elements: Agreement, consideration, contractual
capacity, and legality.
 Void.
 No contract.
 Voidable (unenforceable).
 Valid contract can be avoided or rescinded.

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§5: Interpretation of Contracts
 Plain Meaning Rule: Courts give terms their obvious
meaning.
 Ambiguous Terms. If terms are ambiguous, court
will attempt to interpret ambiguous contract terms in
a reasonable, lawful, effective manner.
 Contracts are interpreted as a whole.
 Terms negotiated separately given greater weight.
 Ordinary, common meaning given.

12. 12
Interpretation of Contracts
 Ambiguous Terms (cont’d)
 Specific wording given greater weight than general
language.
 Written or typewritten given greater weight than
preprinted.
 Ambiguous terms interpreted against the drafter.
 Trade usage, prior dealing, course of performance to
allowed to clarify.
 Case 9.3: Dispatch Automation v. Richards
(2002).