4 essential parts of a contract
Mutual assent, consideration, legality, Capacity
Two essential parts of mutual assent
Offer and acceptance
(offer) Steps to make an offer
communicate to offeree
manifestation of intent
define terms of contract (fill in gaps)
(offer) Duration of offer
Acceptance
lapse of time
revocation
rejection
counter offer
Death/ incapacity of offeror or offeree
Destruction of subject matter - as long as offeror isn’t one who destroys it
Subsequent illegality of contract type/ subject matter is illegal at the time of contract
(acceptance) How to accept
Communication to offeror
silence as acceptance
Effectiveness of acceptance
Variant acceptance
The offeror is the boss of the offer, they get to decide how the offer gets accepted
(acceptance) Duration of power of acceptance
Rejection/ counter offer
lapse of time
revocation by offeror
Death/ incompetency of offeror or offeree
who has the power to accept the offer?
The offeree
Conducting invalidating mutual assent
Duress
Undue influence - when someone is reliant to you that you do what is in best interest
Fraud
Non-fraudulent misrepresentation
Mistake
What is consideration
Bargain for exchange for something of legal sufficiency
Two parts of Consideration
legal sufficiency
Bargained for exchange
consideration exceptions
promises to perform prior unenforceable obligation
promissory estoppel - detrimental reliance
promises made enforceable by statute
3 parts of legality
violation of statutes
violation of public policy
exceptions
(legality) Violation of Statutes
licensing
Gambling
Usury - percentage rates on loans
Sunday - some places make it illegal to make deals on Sundays
(legality) Violation of public policy
Exculpatory clauses
Unconscionable Contracts
Tortious Contracts
3 parts of capacity
Minors
incompetent
intoxicated
(capacity) Minors
Disaffirmation/ Ratification
Liability for necessities
Misrepresentation and torts with contracts
(Capacity) Incompetent
Under Guardianship (most important/ effective)
Mental illness or defect
(Capacity) Intoxicated
Voluntary/ Involuntary
only if you can demonstrate that you could not understand the nature of what you were getting yourself into
Two parts of Breach of Contract
Total
Partial
(BOC) Total
Aggrieved party discharged of duty to perform under the contract, may sue immediately
(BOC) Partial
Aggrieved party not discharged of duty to perform under the contract, may sue immediately
Defenses to Breach
Attack the elements of contract formation
Impossibility
Frustration of purpose
Impracticability
(DTB) Attack the elements of contract formation
Attack parts of formation where it may not have happened
Mutual assent
Consideration
Legality
Capacity
(DTB) Impossibility
Impossible to perform through no fault of the breaching party
(DTB) Frustration of Purpose
Unexpected events arise which make fulfillment of the contracts purpose impossible to be performed
Ex. - You rent a table/ space for a one day parade/ event and then they cancel the event. Your contract can’t be considered breached because your purpose for getting into the contract could not be performed
(DTB) Impracticability
Cost increased due to unforeseen circumstances, war embargo, or crop failure
Ex. - Pandemic
Money Remedies for Breach
Expectation interest/ Compensatory
Reliance interest
Restitution
Nominal
Liquidated
Why do courts try to save contracts?
To honor the want for boundness between the two parties
What can the offeree do if the offeror is the one who destroys the subject matter of the contract?
the offeree can sue for damages
(MRFB) Expectation interest/ compensatory
The best money remedy you can receive,
Loss value
+ incidental damages
+consequential damages
- loss or cost avoided by injured party
(MRFB) Reliance interest
Puts party in position as if contract had not been made
(MRFB) Restitution
Restore benefit conferred upon other party
(MRFB) Nominal
Yes, you won your case but there isn’t a lot of damages
(MRFB) Liquidated
A dollar amount that are written into in anticipation of a breach
Ex. - a coach leaving a school/ team
Equitable Remedies for Breach
Reformation
Specific performance
injunctions
(ERFB) Reformation
Court rewrites the contract
(ERFB) Specific Performance
Compels defaulting party to perform (though not granted for contracts for personal services)
(ERFB) Injunctions
Enjoins a person to refrain from doing a specific act
At-Will-Employment
An employee can be fired for any reason, no reason, as long as it is not discriminatory
What people have property interest?
People who have contracts like professors
Ex. - Professor Tryce
Termination
For “Cause”
Rules violations and non-sports related conduct
(T) For “Cause”
Refuses/ unable to perform duties
Convicted of a serious crime
Engages in fraud or dishonesty when carrying out duties
Participate/ encouraging sports gambling
Serious NCAA rules violations - Academic fraud or encouraging the use of PED
Does a coach/ employee get the remainder of their salary if fired for “cause”?
No, they do not receive what is left on their contract
(T) Rules violations and non-sports related conduct
NCAA Rules violations
less serious violations like driving a player around as a coach
Does a coach/ employee receive what is left on their salary or some sort of compensation if fired for rules violations/ non-sports related conduct?
Yes, they are due some sort of compensation if they are
Compensation (Upon unjustified termination)
Base Salary, Health insurance, Pension
Perks or fringe benefits
(C) Perks or fringe benefits
Season tickets
Auto or Auto expenses
Parking privileges
Meals
Country club fees
Radio/ TV money
Summer camp money
Secretary/ Administrative assistant
Cost to attend football conventions