Mutual Assent (The "Deal")
This theory of contract formation provides that mutual assent is determined by reference to external acts and manifestations rather than subjective, internal intention.
What is the objective theory of contracts?
To be legally enforceable, a promise must be supported by this, defined as a performance or return promise that is sought by the promisor in exchange for his promise.
What is consideration?
This ancient statute requires that certain contracts, such as those for the sale of land or those not performable within one year, must be in a signed writing to be enforceable.
What is the Statute of Frauds?
These are contractual terms agreed to by the parties that must be literally and strictly performed before a duty to perform arises.
What are express conditions?
This is the default measure of contract damages, intended to put the injured party in as good a position as they would have been in had the contract been performed.
What is the expectation interest?
In this classic case, the court ruled that a "joke" defense was insufficient to invalidate a contract because the offeror’s outward conduct warranted a reasonable person in believing he intended a real agreement.
What is Lucy v. Zehmer?
This type of promise uses words of commitment but makes performance entirely optional for the "promisor," making it insufficient as consideration.
What is an illusory promise?
This defense arises when one party is forced into a contract by an improper threat that leaves them with no reasonable alternative.
What is economic duress?
Under this doctrine, a party who has committed only a non-material breach may still recover on the contract, provided they have given the other party the essential benefits of the bargain.
What is substantial performance?
This equitable remedy requires the breaching party to actually fulfill their promise and is most commonly awarded in contracts for the sale of land or unique goods.
What is specific performance?
This rule holds that an acceptance is effective upon dispatch (mailing) rather than receipt, creating a contract even before the offeror knows of it.
What is the mailbox rule (or dispatch rule)?
In this seminal case, the court held that a nephew's forbearance from drinking and gambling constituted a legal detriment that served as valid consideration for his uncle's promise to pay.
What is Hamer v. Sidway?
A contract may be voided under this doctrine if both parties were mistaken about a basic assumption that has a material effect on the deal, such as the fertility of a cow.
What is mutual mistake?
This UCC rule allows a buyer to reject a whole shipment if the goods or the tender of delivery fail "in any respect" to conform to the contract.
What is the perfect tender rule?
This limitation on damages requires an injured party to take reasonable steps to avoid losses resulting from a breach.
What is the duty to mitigate (or avoidable loss)?
Generally, these types of public communications are not considered offers but rather invitations to negotiate, unless they are clear, definite, and leave nothing open for negotiation.
What are advertisements?
This rule states that a promise to do something one is already legally obligated to do is not valid consideration for a contract modification.
What is the preexisting duty rule?
This combination of "absence of meaningful choice" and "unreasonably favorable terms" allows a court to refuse to enforce a contract that "shocks the conscience".
What is unconscionability?
This excuse for non-performance applies when a supervening event, the non-occurrence of which was a basic assumption of the contract, destroys the value of the performance to one of the parties.
What is frustration of purpose?
This measure of damages seeks to restore the injured party to the position they were in before the contract was made, often used when expectation damages are too speculative.
What is the reliance interest?
Under common law, an "imperfect acceptance" that adds new terms or conditions is treated as this, which simultaneously rejects the original offer and terminates the offeree's power of acceptance.
What is a counteroffer?
This "substitute for consideration" makes a promise binding if the promisor should reasonably expect it to induce action or forbearance, it does induce such action, and injustice can only be avoided by enforcement.
What is promissory estoppel (or Section 90)?
This type of contract is a standardized form offered on a "take-it-or-leave-it" basis, which may be unenforceable if it falls outside the reasonable expectations of the weaker party.
What is a contract of adhesion?
This doctrine excuses a condition when a party's own actions or failure to act contributes materially to the non-occurrence of that condition.
What is the doctrine of prevention?
These are damages that the parties agree upon in the contract itself, which are enforceable only if the amount is reasonable in light of the anticipated or actual harm.
What are liquidated damages?