This document provides an overview of contract formation and key contract law concepts. It defines what a contract is and outlines the basic requirements for a valid contract, including offer, acceptance, and consideration. It also describes different types of contracts such as express and implied contracts, bilateral and unilateral contracts, executory and executed contracts. The document explains the elements that make an offer and acceptance legally valid. It provides examples of exceptional situations in contracts, such as unilateral contracts and consideration in implied contracts. Finally, it gives guidance on how to brief a legal case using the IRAC method of identifying the issue, rule, analysis, and conclusion.

1. [CONTRACT FORMATION]
LEARNING PLAN 3LA3100

2. [CONTRACT FORMATION]
Contract:
An agreement between two or more persons which
creates an obligation to do or not to do a
particular thing.
Like tort law, contract law is mainly state law (it is not
normally in federal jurisdiction). So at its most basic,
a contract is an agreement that is legally
enforceable.
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3. [CONTRACT FORMATION]
Contract Classification
Express Contract
An express contract is a contract in which the
contracting parties expressly state the terms
of the contract, either orally or in writing.
Implied Contract
An implied contract is a contract which is
implied or inferred by the actions or conduct
of the parties, without being expressly stated.
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4. [CONTRACT FORMATION]
Contract Classification
Bilateral Contract
A bilateral contract is a contract in which
each contracting party makes a promise to
the other contracting party.
Unilateral Contract
A unilateral contract is a contract in which
one contracting party makes a promise to the
other contracting party in return for an act by
the other party.
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5. [CONTRACT FORMATION]
Contract Classification
Executory Contract
An executory contract is a contract in which one or both
contracting parties are required to perform some act in
the future. The contract is not yet completed.
Executed Contract
An executed contract is a contract that has been fully
performed by both contracting parties and nothing
remains to be done by either party. The transaction is
complete.
Valid Contract
A valid contract is a contract that fulfills all the
requirements of a contract and is enforceable.
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6. [CONTRACT FORMATION]
Elements of a Contract
1. OFFER
An offer is a promise made by the offeror (the person
making the offer) to do something, or not to do something.
2. ACCEPTANCE
An offer must be accepted by the offeree to create a
contract. If an offer is not accepted, then no contract is
formed. Once an offeree accepts an offer, the offeree
cannot change or withdraw the acceptance.
3. CONSIDERATION
The value bargained for by the parties.
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7. [CONTRACT FORMATION]
LEARNING PLAN 3LA3100
THE OFFER

8. [CONTRACT FORMATION]
Requirements of an Offer
1. Present Intent
Did offeror intend to make an offer?
2. Definite Terms
Does offeree need only say "I accept“?
3. Communicated
Was offeror just “thinking about it”?
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9. [CONTRACT FORMATION]
Offers-Exceptional situations
1. Firm Offer
Offer open for specific time-no more than 90 days
2. Unilateral Offer
Offer accepted when offeree starts job.
3. Option Contract
Earnest money deposited to keep offer open.
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10. [CONTRACT FORMATION]
Two ways to Terminate an Offer
1. Termination by action/inaction
a. Rejection
b. Revocation
c. Expiration
d. Assumption (reasonable time passes)
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11. [CONTRACT FORMATION]
Two ways to Terminate an Offer
2. Termination by operation of law
a. Death/incompetence of party
b. Destruction of offered property
c. Illegality of transaction
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12. [CONTRACT FORMATION]
LEARNING PLAN 3LA3100
ACCEPTANCE

13. [CONTRACT FORMATION]
Requirements of Acceptance
An acceptance must be:
1. Unequivocal and Unconditional
1. Communicated by requested or reasonable
method
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14. [CONTRACT FORMATION]
Acceptance: Exceptional Situations
Unilateral contract:
Acceptance shown by performance of an act, not
written communication.
Examples:
Rewards, Partial Performance in Construction
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15. [CONTRACT FORMATION]
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CONSIDERATION

16. [CONTRACT FORMATION]
Requirements of Consideration
1. “Bargained-For Exchange”:
Bilateral contract- Exchange promises.
Unilateral contract- Exchange promise for act.
Gift- No expectation of returned favor.
2. “Legal Value”
Nonrequired act
Refrain from acting
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17. [CONTRACT FORMATION]
Consideration: Exceptional Situations
Implied Contracts-to prevent injustice
1. Quasi-contract
“Innocent" party compensated for reasonable
value of the thing sold, or services conferred.
2. Promissory estoppel
Promise made that would reasonably causes
another to act or forebear from acting to his or
her detriment.
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18. [CONTRACT FORMATION]
LEARNING PLAN 3LA3100
HOW TO BRIEF A CASE

19. How To Brief A Case
“IRAC”
 Issue: What is the controversy?
 Rule: What cases does the court rely upon to
make it’s decision?
 Analysis: Balancing of the facts and law.
 Conclusion: The answer to the controversy.

20. GARNER v. KOVALAK
 Issue: What is the controversy?
 Garner claims the court should have
found Kovalak responsible for the
damage to his trees under the theory
of trespass quare clausum fregit.
 So the issue is, Whether Kovalak is
responsible for tree damage pursuant
to quare clausum fregit (trespass).

21. Garner v. Kovalak- cont’d
 Rule: quare clausum fregit:
 Under that theory: [I]t is necessary for the
plaintiff to prove only that he was in
possession of the land and that the
defendant entered thereon without right,
such proof entitling the plaintiff to nominal
damages without proof of injury, and upon
additional proof of injury to products of the
soil, the plaintiff is entitled to compensatory
damages. Hawke v. Maus, 141 Ind. App. 126,
131, 226 N.E.2d 713, 717 (1967).

22. Garner v. Kovalak- cont’d
 Conclusion:
 As a trier of fact could reasonably find
Kovalak’s action was impelled by the
brown Cadillac, we decline to hold as a
matter of law his act was intentional.

23. Garner v. Kovalak- cont’d
 Analysis
 Kovalak’s actions were not intentional
 He swerved into the tree while avoiding a
collision
 Insurance company found him not liable
for the accident
 An intentional act is one ―resulting for the actor’s will directed to that end.‖
Black’s Law Dictionary 25 (7th ed. 1999). ―An act is intentional when
foreseen and desired by the doer, and this foresight and desire resulted in
the act through the operation of the will.‖ Id. An act done intentionally is also
done voluntarily. Id. at 1569. An act is voluntary if it is ―not constrained,
impelled or influenced by another.‖ Webster’s 3rd New International
Dictionary Unabridged 2564 (G. & C. Merriam Co. 1976).

24. [CONTRACT FORMATION]
LEARNING PLAN 3LA3100