Lecture 1

I. Introduction to Contract Law

Good morning! Welcome to our three-day deep dive into Contract Law. Over the next three sessions, we will examine every major aspect needed to pass a law school exam or bar exam question on contracts. Today, we’ll focus on the foundations of contract law, including formation (offer, acceptance, consideration) and defenses to enforceability.

A. Definition and Importance of Contracts

A contract is a legally enforceable agreement between two or more parties.

Contracts allow parties to confidently arrange transactions, plan for the future, and allocate risk.

II. Formation of a Contract

Contract formation centers on offer, acceptance, and consideration.

Offer

An offer is a manifestation of willingness to enter into a bargain, justifying another in believing that their assent will conclude the deal.

Must be sufficiently definite and certain.

Offers can be terminated by revocation, rejection or counteroffer, lapse of time, or operation of law (e.g., death of offeror before acceptance).

Acceptance

Acceptance is the offeree’s unambiguous assent to the terms of the offer.

Common Law Mirror Image Rule: Acceptance must match the offer precisely; otherwise, it’s a counteroffer.

Mailbox Rule: Acceptance is generally effective upon dispatch if correctly mailed or transmitted.

UCC 2-207 (Battle of the Forms) relaxes the mirror image rule for the sale of goods.

Consideration

Consideration requires a bargained-for exchange of legal value or detriment.

Gifts and past actions typically do not constitute consideration.

Preexisting Duty Rule: A promise to do what one is already obligated to do is not valid consideration (exceptions: unforeseen difficulties, mutual modifications under the UCC, etc.).

Promissory Estoppel can make certain promises enforceable even without consideration if the promisee justifiably relied on the promise to their detriment.

III. Enforceability and Defenses

Even if a contract appears valid, certain defenses may render it unenforceable or voidable:

Statute of Frauds (SoF)

Certain contracts (e.g., for land interests, goods over $500) must be in writing and signed by the party to be charged.

Exceptions include part performance, specially manufactured goods, or reliance where injustice can be avoided only by enforcement.

Capacity

Minors: Contracts with minors are usually voidable by the minor.

Mental Incapacity: Contracts can be voidable if a party cannot understand the nature of the transaction.

Intoxication: A party significantly impaired may void the contract if the other had reason to know.

Illegality and Public Policy

Contracts for an illegal purpose (e.g., illicit gambling) are void.

Some contracts violating public policy (e.g., overly broad non-competes) may be unenforceable.

Misrepresentation, Fraud, Duress, Undue Influence

Misrepresentation/Fraud: False statements or intentional deception that induces another to contract.

Duress: Agreement obtained through improper threats or harm.

Undue Influence: Unfair persuasion by a dominant party over a vulnerable party.