Types of contracts

bilateral vs. unilateralexpress, implied-in-fact and quasiexecuted vs. executoryvalid, void, voidable, and

unenforceable

Elements of offer

Serious proposal or present contractual intent

Definite terms quantity required

Communication

Termination of the offerTermination by acts of the parties

revocation irrevocable offers rejection counteroffer

Termination by operation of law lapse of time destruction of subject matter death or incompetence of the parties supervening illegality

Acceptance of bilateral offer

UnconditionalUnequivocal

Silence as acceptanceCommunication

Implied agency rule Mailbox rule

Additional terms

Nonmerchants Proposals Accepted or rejected by offeror

Merchants Automatically become a part of the contract Unless

Objected toMaterially alter the terms of the offerOffer expressly limits acceptance to its original

terms

Acceptance of unilateral offer

Notice of performance not required Performed with knowledge of offerTotal or substantial performance

required

Consideration

Detriment by the promiseeMutuality of obligationPromise to forfeit a legal right that

one thought he/she hadBargained for exchange

therefore adequacy not relevantFuture or present action

past consideration is not consideration

Not consideration

Illusory promisePast considerationPre-existing duty

by statute by prior agreement

Settlement of liquidated debt vs. unliquidated Accord and satisfaction

Incapacity

Minors Right to rescind Ratification Liability for necessaries

Mental incompetence Void contracts vs. Voidable

Intoxication

IllegalityMalum in se vs. malum prohibitum (in pari

delicto)Licensing laws

regulatory vs. revenue raising

Contracts in restraint of tradePrimary vs. ancillary (secondary)Associated with sale of business or employment contractsLimited time and location

Exculpatory clauses and unconscionability

Reality of consent

FraudInnocent misrepresentationMistake

Mutual vs. Unilateral

DuressUndue influence

Statute of FraudsWhen is a writing required?

Transfer of interests in land One-year rule Promise of executor to pay decedent’s debts Secondary promise to pay another’s debt Promises made in consideration of marriage Contracts for the sale of goods over $500

What constitutes a writing? Common law Sale of goods between merchants

Third-party beneficiaries

Intended beneficiaries Donee Creditor

Incidental beneficiaries

Assignments

Transfer of contract rights no notice of transfer required no consideration required no writing required (equal dignities rule)

Personal service contracts nonassignable

vs. Delegations--duties not extinguishable vs. novations

Discharge by performanceConditions

Concurrent Condition precedent Condition subsequent

Complete or total performanceSubstantial performanceMaterial breach of contractAnticipatory repudiationImpossibility of performance

Damages

Duty of mitigation Nominal Compensatory Consequential or special damages Punitive

Liquidated damage clauseSpecific performanceRescission