Contracts Quiz #1

Contract Defined

A contract is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.

Objective Theory of Mutual Assent

(1) would a reasonable person in the position of the promisee understand from the promisor’s words and conduct an intent to be bound, and (2) did the promisee in fact so believe?

UCC 2-102(1)

Unless the context otherwise requires, and except as provided in subsection (3), this Article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (2).

Scope of CISG

Article 1(1)(a): This Convention applies to contracts of sale of goods between parties who’s place of business are in different States, when the States are Contracting States.

Article 2(a): This Convention does not apply to sales of goods bought for personal, family or household use, UNLESS the seller at any time before or at the conclusion of the contract neither knew nor ought to have known that the goods were bought for any such use.

Article 3(2): This Convention does not apply to contracts in which the preponderant part of the obligations of the party who furnishes the goods consists in the supply of labour or other services.

Article (6): The parties may exclude the application of this Convention or, as per Article 12, derogate from or vary the effect of any of its provisions.

Holding of RR v MH

In Massachussetts, surrogacy contracts are not enforceable if payments are made to the mother directly (anything beyond pregnancy-related expenses) or if signed before 4 days after birth.

R2 §27 and comment c.

§ 27. Existence of Contract Where Written Memorial Is Contemplated.

Manifestations of assent sufficient to conclude a contract are not prevented from operating as such merely because the parties also manifest an intention to prepare and adopt a written memorial; but the circumstances may show that the agreements are preliminary negotiations.

 

Comment

c.      Among the circumstances which may be helpful in determining whether a contract has been concluded are the following:

• the extent to which express agreement has been reached on all the terms to be included

• whether the contract is of a type usually put in writing

• whether it needs a formal writing for its full expression

• whether it has few or many details

• whether the amount involved is large or small

• whether it is a common or unusual contract

• whether a standard form of contract is widely used in similar transactions

• whether either party takes any action in preparation for performance during the negotiations