Contracts I

Implied-in-fact contract

requires mutual assent; parties agreement is inferred, in whole or in part, from their conduct; defendant knew or should have know plaintiff expected payment

express contract

parties manifest their agreement by words, written or spoken

quasi contract

requires a benefit conferred by the plaintiff, appreciation of that benefit by the defendant; does not require consent

contractual duty

the rules you voluntarily write for yourself

legal duty

These are obligations imposed on you by the government or society, whether you like it or not

for a contract to be unconscionable, what two requirements does it have to have?

procedural unconscionability and substantive unconscionability

procedural unconscionability

two parties engaged in the contract don’t have equal bargaining power

substantive unconscionability

terms so abusive that it is unreasonable

restitution damages (unjust enrichment)

Forces the breaching party to return any direct benefit or money you gave them

reliance damages

court reimburses you for the expenses and detriments you racked up because you trusted the other party's promise

expectation damages

the default money remedy in contract law; to put the injured party in the exact same position they would have been in if the contract had been fully and perfectly performed (Calculates the difference between the value of what was promised and what you actually received)

incidental damages

the minor, out-of-pocket expenses you have to pay while scrambling to clean up the other party's mess and find a backup plan (comes after the breach; spending money to mitigate the damages)

promise

intent to obligate oneself to perform or refrain from performance

disgorgement

put the defendant in the position he was in before the contract by restoring to the plaintiff the benefits conferred on him by the defendant plus give up profits made as a result of the wrong result (not as common in the US)

conseequential damages

Covers indirect, downstream losses caused by the breach that were foreseeable to both parties when the contract was made

name the four sources of contract (contractual duty)

common law, UCC, restatements/treaties, international law

what is needed in every contract?

mutual assent

what are the three types of contracts?

implied, quasi, and express

unconscionability

a legal defense where a court refuses to enforce a contract or specific term because it is excessively unfair or oppressive.

ex ante

focused on the future (goal? to provide incentives and assurances that make future, value-creating transactions possible)

ex post

looks backward at a transaction that has already gone wrong (goal? resolve the immediate dispute, fairly allocate the losses, and compensate the non-breaching party)

remedy at law

usually monetary damages/financial payout

remedy in equity

court ordering you to do (or to stop doing) something

default/gap filling

issues in a contract that can altered or contracted around by agreement (legal standards that automatically fill missing spaces in contracts, wills, or trusts unless the parties choose to opt out)

mandatory rules

issues in a contract that apply strictly and cannot be changed by private agreement

contract

a promise or set of promises for the breach of which law gives a remedy, or the performance of which the law in some law recognizes a duty

when does the court usually use common law?

services, real estate, or employment (ie. hiring an artist, land transactions, and contracts for individual labor)

when does the court usually use UCC?

governs contracts for the sale of goods

goods

things that are movable at the time they are identified to the contract

why wouldn’t the following scenario be considered a UCC contract violation?

“A contract between a movie company and a screenwriter for $250,000 for the purchase and sale of a completed movie script.”

While the physical script is movable, what is really being purchased here is an intangible right, the copyright so UCC Article II does not apply.

gratuitous promise

a promise made without any consideration from the other party

pre-existing duty

a promise to perform something that a party is already contractually obligated to perform is not consideration for a new promise

define promissory estopell

rely on a promise to your detriment (happens when consideration → allows someone to collect restitution)

equitable estoppel

involves reliance on a representation/statement concerning an existing fact or legal position (ie. “The rent deadline is the 15th” → prevents someone from contradicting a representation)

what is restitution measured by?

the degree to which the plaintiff is enriched, not by the extent of the defendant’s loss

what are the exceptions of restitution?

a party who gives an intrusive and unwanted benefit upon another without being asked/having legal obligation OR party has conferred a gratuitous benefit without the expectation of compensation