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NEW YORK CONTRACT LAW
Tricks of the Trade
Buy/Sell Agreements
Commercial/Residential Real Estate Leases
Contracts Are Not Esoteric Legal Jargon. Contracts Pave All Avenues Of Life.
Owner/Contractor
Agreements
Design Development Agreements
Contracts Are Not Esoteric Legal Jargon. Contracts Pave All Avenues Of Life.
Operating Agreements
Talent Agreements
Partnership Agreements
Insurance Policies
Contracts Are Not Esoteric Legal Jargon. Contracts Pave All Avenues Of Life.
Contracts Are Not Esoteric Legal Jargon. Contracts Pave All Avenues Of Life.
Credit Card Issuer Agreements
Cell Phone Subscriber Plans
Contracts Are Not Esoteric Legal Jargon. Contracts Pave All Avenues Of Life.
Amusement Park Tickets Cruise Tickets Theater Tickets Restaurant Receipts Auctions
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
Have I entered into a contract?
Buying Groceries
Gifts
Have I entered into a contract?
Nephew Giving Up Gambling for Inheritance
Have I entered into a contract?
Marriage
Have I entered into a contract?
Contract Implications
Rights and Obligations
To Contract or Not To Contract?
Practical and Political Considerations
To Contract or Not To Contract?
“A verbal contract isn’t worth the paper it’s written on” – Samuel Goldwyn
Money Involved
To Contract or Not To Contract?
Labor Involved
“A verbal contract isn’t worth the paper it’s written on” – Samuel Goldwyn
Untrustworthy Party
To Contract or Not To Contract?
“A verbal contract isn’t worth the paper it’s written on” – Samuel Goldwyn
Unknown Party
To Contract or Not To Contract?
“A verbal contract isn’t worth the paper it’s written on” – Samuel Goldwyn
Probable Misunderstandings
To Contract or Not To Contract?
“A verbal contract isn’t worth the paper it’s written on” – Samuel Goldwyn
The “Musts”
• Core Material Terms • Standard Terms
§ Choice of Law § Choice of Venue § Acts of God
• Signature Lines
Enforceability • Statute of Frauds • Enforced Against Signatory
• Individual v. Corporation • Legal Doctrines
• Impossibility • Illusoriness • Unconscionability • Duress • Waivers (NY GOL §5-‐326)
• Notarization
Contract Violations Elements of Breach of Contract
• Valid and Binding Contract • Performance by a Party
• Failure to Perform by Other Party • Proximate Causation
Material Breach v. Substantial Performance 1. Detriment 2. Beneait
3. Innocent Breach 4. Ease of Full Performance
Contract Violations
Ambiguities Construed Against Drafter Unequal Bargaining Power
Intent of the Parties Extrinsic Evidence
Contract Violations
Remedies • Money Damages
• Consequential Damages • Incidental Damages • Expectation Damages • Reliance Damages • Restitution
• Equitable Relief • Likelihood of Success • Irreparable Harm • Balance of Equities
Summary • Pervasive Instruments • Contract Implications • Necessary Terms for Ensuring Enforceability • Breach of Contracts and Forms of Relief