Basic Contracts Rules
Acceptance
Acceptance of an offer is a manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offer
D intended to make or cause harmful/offensive contact with p (requires volitional movement)
D made or caused contact with p
The contact was harmful/offensive to a reasonable person
The contact caused an injury to p
Negligence Per Se
A law that imposes a specific duty upon someone for the protection of others
The defendant neglects to perform that duty
P is within the class of people the law was designed to protect
The incident was the type of accident the law was designed to prevent
P’s injuries were caused by d’s violation of the law
Invitee
Defined as a person invited onto the land, primarily for business
Offer Elements
(1) a manifestation of present intent to enter a bargain;
(2) stated in certain and definite terms;
(3) communicated to an identified person or persons;
(4) so that an offeree can reasonably understand that a contract would result if accepted
D takes action creating a reasonable apprehension of imminent harm or offensive contact
D intended to bring about p’s apprehension (expectation)
Contact was apparently imminent
P suffered apprehension
Mirror Image Rule
An offeree’s acceptance must match every term in the offer exactly; otherwise, it is a counteroffer
Legal Value
Legal value is established if there is either: (1) a detriment to the promisee or (2) a benefit to the promisor
Licensee
Defined as a person on land with landlowner’s permission, including social guests
The Predominant Purpose Test
To determine if the UCC Article 2 applies to a mixed services and sale of goods contract, courts should determine whether the predominant purpose of the transaction is, reasonably stated, either thee rendition of service, with goods incidentally involved, or a sale of goods, with labor incidentally involved
D, through an act or omission to act, confines or restrains p to a bounded area
D intends to confine or restrain p to a bounded area
The confinement or restraint causes harm to p
D intended to affect property
P had a possessory interest in the property
D substantially interfered with p’s possessory interest
Proof d caused actual damages is not required (nominal damages)
Conditional Gift
Conditional gifts require that some event occur in order for the promisee to receive the benefit of the gift
A conditional gift pairs the concept of the gratuitous promise and condition. The occurrence of the condition activates the gratuitous promise
Trespass to Land
The intentional, volitional invasion of real property in which p has possessory interest
Elements:
D intentionally and volitionally enters land
P has possessory interest
Mailbox Rule
When sent through the mail, an acceptance is effective on dispatch
Everything else – i.e., an offer, a rejection, a counteroffer or revocation – is effective on receipt
IIED
D engages in an act amounting to extreme and outrageous conduct
D intends to cause p to suffer severe emotional distress (or d acts with recklessness as to the effect of d’s conduct)
D’s act causes p to suffer severe emotional distress
An offer by a merchant to buy or sell goods in a signed writing which by its terms give assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if not time is stated for a reasonable time, but in not event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror
Last shot rule
The last shot rule applies to the following circumstances: in response to an offer, an offeree sends an acceptance that contains additional or different terms. The other party (the original offeror) does not accept the new terms but performs as if the original offer was accepted
In such a scenario, the offeree is deemed to have sent a conditional acceptance, which the original offeror has accepted through performance
If a contract is formed in this fashion, then the offeree’s additional or different terms are incorporated into the contract
Basic Rules of Interpretation (3)
Ordinary, Technical, Surrounding Circumstances
Consideration
(1) a bargained for exchange between the parties, and
(2) that which is bargained for must be of legal value
Negligence
D owed a duty (standard of care) to p
D breached the duty
D’s breach of duty caused injury to p
5 ways to terminate power of acceptance
(1) rejection by the offeree, or
(2) counteroffer by the offeree, or
(3) revocation by the offeror, or
(4) lapse of time, or
(5) death or incapacity of the offeror or the offeree
A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires
Objective Theory
A party’s manifestation of assent is judged by the objective reasonable interpretation of their outward expression of consent and not by their subjective intent
The parties’ words and conduct will normally be given the same meaning that would be given by a reasonable person in the same circumstances