Law School

Contract Law Fundamentals – Formation, Enforceability, and Performance (Part 2 of 2)


Listen Later

The objective theory of contracts states that a party's intention to enter into a contract is judged by outward, objective manifestations (words and conduct) as interpreted by a reasonable person in the offeree's position, rather than the party's secret, subjective intentions. This differs from a purely subjective approach, which would focus on what the parties actually thought, potentially leading to uncertainty and difficulty in enforcement.

The common law mirror image rule requires that the acceptance must precisely match the terms of the offer; any deviation constitutes a counteroffer. U.C.C. Section 2-207 modifies this for the sale of goods, particularly between merchants, by allowing a definite expression of acceptance to create a contract even with additional or different terms, unless those terms materially alter the agreement, the offer expressly limits acceptance to its terms, or the offeror objects.

Valid consideration is a bargained-for exchange of legal value, where each party gives up something of legal value (a right, a promise, or an act) in exchange for something of legal value from the other party. For example, if Sarah agrees to sell her used car to John for $5,000, Sarah's promise to transfer the car and John's promise to pay the money both constitute valid consideration.

Promissory estoppel, or detrimental reliance, allows a court to enforce a promise even without traditional consideration if the promisor makes a clear and unambiguous promise, the promisee reasonably and foreseeably relies on that promise to their detriment, and injustice can only be avoided by enforcing the promise. This might occur if an employer promises an employee a bonus upon retirement, and the employee retires in reliance on that promise.

The typical categories of contracts falling under the Statute of Frauds include contracts for the sale of land, contracts that cannot be performed within one year, contracts in consideration of marriage, contracts to answer for the debt of another, and contracts for the sale of goods priced at $500 or more. These contracts are generally required to be in writing to prevent fraudulent claims and provide more reliable evidence of the agreement's terms given their significance or duration.

Substantial performance occurs when a party has performed the essential purpose of the contract in good faith, but with minor deviations. The non-breaching party must still perform but may be entitled to damages for the minor defects. Material breach, on the other hand, is a significant failure to perform that defeats the essential purpose of the contract, allowing the non-breaching party to suspend their own performance and sue for damages.

The primary goal of compensatory damages is to compensate the non-breaching party for the loss suffered as a direct result of the breach, aiming to put them in the same economic position they would have been in had the contract been fully performed. The two main types are direct damages (loss of the bargain) and consequential damages (foreseeable losses resulting from the breach). A limitation on consequential damages is that they must have been reasonably foreseeable to the breaching party at the time the contract was formed.

Specific performance is an equitable remedy where a court orders the breaching party to fulfill their contractual obligations. It is typically granted only when monetary damages are inadequate to compensate the non-breaching party, such as in contracts for the sale of unique goods (e.g., rare artwork) or real estate, where each piece of property is considered unique.

An intended beneficiary is a third party whom the contracting parties intended to benefit directly from the contract and has the right to enforce the contract against the promisor. An incidental beneficiary, on the other hand, is a third party who may indirectly benefit from the contract but was not the intended recipient of that benefit and does not have the right to enforce the contract.

...more
View all episodesView all episodes
Download on the App Store

Law SchoolBy The Law School of America

  • 3.1
  • 3.1
  • 3.1
  • 3.1
  • 3.1

3.1

47 ratings


More shows like Law School

View all
Amicus With Dahlia Lithwick | Law, justice, and the courts by Slate Podcasts

Amicus With Dahlia Lithwick | Law, justice, and the courts

3,541 Listeners

WSJ Your Money Briefing by The Wall Street Journal

WSJ Your Money Briefing

1,727 Listeners

Bloomberg Law by Bloomberg

Bloomberg Law

376 Listeners

Above the Law - Thinking Like a Lawyer by Legal Talk Network

Above the Law - Thinking Like a Lawyer

478 Listeners

The Law School Toolbox Podcast: Tools for Law Students from 1L to the Bar Exam, and Beyond by Alison Monahan and Lee Burgess - Law School Toolbox, LLC

The Law School Toolbox Podcast: Tools for Law Students from 1L to the Bar Exam, and Beyond

505 Listeners

Law to Fact by Professor Leslie Garfield Tenzer

Law to Fact

194 Listeners

The Bar Exam Toolbox Podcast: Pass the Bar Exam with Less Stress by Bar Exam Toolbox

The Bar Exam Toolbox Podcast: Pass the Bar Exam with Less Stress

436 Listeners

Dateline NBC by NBC News

Dateline NBC

47,767 Listeners

Strict Scrutiny by Crooked Media

Strict Scrutiny

5,783 Listeners

Civil Procedure by Prof. Thomas Main

Civil Procedure

78 Listeners

The Law of the United States by Mark Shope

The Law of the United States

2 Listeners

Basic Contract Law for Students by The Contract Tutor

Basic Contract Law for Students

20 Listeners

Law School in Plain English: Torts & Criminal Law. by Jeff Brown

Law School in Plain English: Torts & Criminal Law.

10 Listeners

American Law Cafe by Pre-Law Productions

American Law Cafe

10 Listeners

Study for the Bar in Your Car by Angela Rutledge, LLM, LLB

Study for the Bar in Your Car

5 Listeners