business law exam 2

Civil Rights Act — Title 7 (what is it? —> what is included? —> what is the threshold?)

• Civil rights act title 7 *

• → private companies (and govt agencies) can’t discriminate against employees → 15 employees and impacts foreign/interstate commerce

  • Atlanta motel case (title 2 of CRA – no denying service to business) → commerce clause is constitutional backing 

  • Can’t deny employment at a business or negative employment action because race color religion sex or national origin →now includes sexual orientation

    • Can’t promote someone over another bc of race or fire someone else over gender 

    • Negative  employment treatment against someone 

    • Title 7 → employment discrimination 

  • NOT TESTING ON (what are we takling about here slide)--> 

    • Applies to private companies or business that have 15+ employees and are engaged in interstate commerce 

    • 15 person threshold? → compromise 

    
    

  • for exam: know that this is bc of commerce clause and

bostock, Ames v ohio (what happened? — what is the background circumstances requirement? — what was the ruling? — what was the impact? — what was the justification of the ruling)

• Ames — eliminated background circumstances requirement —> was a judicial doctrine in employment discrimination law that required plaintiffs from historically advantaged or majority groups—such as white, male, or heterosexual employees—to meet a higher evidentiary burden when filing "reverse discrimination"

• SCOTUS → 5 to 4 decision → in favor of the plaintiffs and ruled that taking a negative employment action against somebody bc of their sexual orientation/identiy is a violation of CRA 7 

  • 5 to 4 conservative majority  (6 to 3 majority now) 

  • Justice – Gorsuch →  sided with four liberals and ruled in favor of the plaintiffs → surprising! 

  • 2 different plaintiffs w/ different cases that were merged → 

    • Man transitioned to woman → fired after transition

    • Gay man came out and was fired 

  • SCOTUS ruled in favor of plaintiffs → 

    • Gorsuch wrote majority opinion – very conservative judge 

  • Gorsuch legal rationale → textualist and associated with orginialism

    • Textualist: When you're faced with ambiguity → look at the text

      • Document holds u can’t discriminate based on SEX 

    • Four liberal judges → proud textualists in that moment (usually living, breathing document supporters)

    • Real originalist  belief→ in the 1960s prob not to protect gays or trans people 

BFOQ & Ministerial exception (what is BFOQ?)

• Religious organizations → can in fact sometimes discriminate based on religion 

• Protects employer w/ discriminating → because of an essential element of the job  

• very limited and very rare exceptions

• Cannot be race or color 

• stereotypes do not establish the excpeiton

• Only hiring women as a nurse – ok if narrowly tailored

  • or only hiring women in an undergarment section

  • or female nurse only for the delivery unit of a hospital is okay

  • or male attendant only in bathroom 

• Nothing against attractiveness

• NFL,NBA – not men only 

• Wnba – female only organization 

• hooters — uses this argument as a part of their business model — no clear cut definition saying hooters can use this — all lawsuits have settled out of court

EEOC (what is the EEOC? — EEOC practices)

• EXCEPTION: Cannot sue someone in court for title 7 

  • Have to file EEOC

• EEOC 

  • Not prior to 1964 → very practical → agency to help w/ backlog to investigate with claims 

  • Someone is assigned to be eeoc investigator 

  • After EEOC makes a ruling → either person can appeal 

  • investigates claima of workplace discrmination and harassment — can’t go directly to the court

disparate treatment (what is disparate treatment — how would one go about filing a disparate treatment claim— what must you prove/show — what must the employer show? )

intentional discrimination

• only need to show race/gender/etc was a substantial contributing factor — or can show circumstantial evidence

• must show adverse employment decision was discriminatory and must be proved beyond POTE

• P must prove prima facie case — all elements necessary

• if prima facie case proven, burden shifts to employer’s rebuttal, plausible evidence of a nondiscriminatory reason

• pretext — excuse for discrimination

• show circumstantial evidence — like number of employees of a certain group

disparate impact (what is it? — is it still in use? — what does neutral on its face mean? — what is the defense? )

• “neutral on its face” —> , a policy or practice that is neutral on its face means that the rule appears fair, equal, and non-discriminatory when you read the words on the page.

• for disparate impact, a plaintiff must show that a neutral on its face policy has disproportionately adverse impact

• disproportionately affects one or more groups 

• Civic test to be janitor → neutral test but disproportionately impacts black students for example

• April 2025 → EEOC is not investigating these claims anymore

  • Trump says its a woke policy and we shouldnt be doing it anymore 

  • EEOC says they are no longer investigating disparate impact claim

  • Amazon → If theree was a rule that you have to lift 200+ lbs → this may disproportionately impact women – but is lowk necessary 

    • → was this policy necessary in order to successfully fulfill duties of the role ??

    • Not necessary → then do away with policy

  • Not being enforced → trump sent executive order → said woke policy

  • Frankly, did give an opportunity to easily claim that its disrportionately impacting a certain group → and not necessary 

  • Supreme court used to agree year after year → but trump admin said no longer enforcing 

prima facie case (what does it mean — why is this a thing?)

the establishment of a legally required rebuttable presumption

• On its face – he can check the boxes to move forward 

• If you file EEOC claim you will need to at least have interacted/interviewed with employer to make the prima facie case – on its face need to check the boxes 

• All this means is that you can move forward once prim facie is laid out – maybe something is going on → now its employers turn after – employer has opportunity to respond to claims 

  • Often people file frivolous cases on discrimination → for money

• prima facie case is a cause of action or defense that is sufficiently establish by a party’s evidence to justify a verdict in their favor, provided such evidence is not rebutted by the other party

sexual harassment (two types — who is liable?— why are they liable?)

• intentional discrimination aka disparate treatment (not an accident)

• two types

  • 1. quid pro quo — an eye for an eye

    • sexual favors for positive job reaction

    • illegal based on position of power

  • 2. hostile environment

    • verbally or physically sexually harass

• employer liability

  • If a perosn has been harassed at work (sexually harassed) – the business or employer is strictly liable for damages to the victim

  • If a supervisor is harassing a subordinate or if a coworker is harassing another coworker and if supervisor knew aobut it or SHOULD have known about it → company is strictly liable

  • Why we have this qualification?

  • —> Supervisor would act like they wouldnt know about it w/o this qualification

• strictly liable if supervisor/coworker — liable if supervisor knows or should have known and did not take immediate action

special defense for sexual harassment

1. no tangible job detriment

2. company policy with clear procedures

3. employee did not use procedures

all 3 are elements!!! - usually hard to check the first box

When the Defense Does NOT Apply

• Tangible Employment Action: If the hostile environment culminates in a tangible adverse employment action (e.g., being fired or demoted for rejecting a supervisor's advances), the employer is strictly liable and no affirmative defense is available

Okoli v. City of Baltimore (what happened — what were the rulings — constructive discharge)

• District court level → allowed summary judgment – appeal → reversed district courts ruling 

  • Says she was fired bc of too many typos but her PR have been good so far 

  • Summary judgement → bc not severe enough

  • Appeal – very clearly sexual harassment

• —> constructive discharge - happens when an employee resigns because their employer made working conditions so intolerable that no reasonable person could stay —> wrongful termination claim

employment practices liability insurance

specialized form of liability coverage protecting businesses against employee lawsuits alleging wrongful employment acts

• They would hire lawyers for you and follow you through – for your business owner – insurance that would protect you from liaiblity coverage for employment acts 

  • For owners who are very risk adverse – 

  • Business owners that operate business for a much high rlikelihood that would imagine a much higher likelihood of sexual harassment  or racial discrimination

    • Strip clubs for ex

• businesses against claims made by employees, former employees, or job candidates who allege that their legal rights have been violated —>

  • wrongful termination

  • harassment

  • discrimination

ADEA

• Discrimination based on 40+ 

  • Cant fire someone simply because youre old 

  • age only needs to be a motivating factor

• Exceptions

  • Pilots 65 and younger 

americans with disabilities act

• Disability - physical or mental impairment 

• With regards to employment discrimination “reasonable accomodations” 

  • Like one little tool but maybe not something super expensive 

• This codifies that you are not discriminate from society or work just because your not able bodied

lily ledbetter act (what happened? — what did this codify? )

• Worked for goodyear tires – became a manager – only female manager – somebody told her she was being paid less than all her colleagues – if true, against equal pay act 

• She finds out – files a lawsuit – goodyear tires says she wasnt being paid as much bc shes not as good  – goodyear says if even if this is true – she should be barre from bringing this bc of statue of limitations – SOL was 2 years and she waited too long – she says i didnt know 

• Case goes to SCOTUS and 5-4 ruling – rules in favor of good year tires – she lost – obama – first bill he signed – lily ledbetter act 

• LLA – amended equal pay act – every new instance of discrimination starts SOL over —> every new paycheck

workers compensation (what is it? — what state doesn’t have it? what is the trade off?)

• Workers' compensation is a state-regulated insurance program that provides medical care and wage replacement to employees who suffer a work-related injury or illness

• Employees injured on the job will rcve payment – from seperate insurance polcy – if there is an on the job accident 

  • Minimum threshold of workers comp – for every state except texas 

    • Business friendly – pro employer – risk on the backs of the employees – but if you do get injured → 

    • Trade off – worker could get injured on the job – you have to pay him out of pocket 

    • Higher salary trade off with not having to pay these insurances 

    • General liability insurance will not pay if its your own employee – wont pay for an on the job employee injury

OSHA — occupational safety and health admin (what is it? — what does it do? — who does it protect? — what are the consequences?)

• regulates workplace standards

• general duty clause — place of employment free from recognized hazards of death or serious harm

• imposes citations nd fines

• Ensuring workplace safety for employees 

• More in blue collar jobs – required to have hard hat/vest – will shut down if violations/costing owners a lot of money 

• Protections for blue collar workers – consequence is that its less efficient, more costly, slows down business

fair labor standards act

• Overtime – from unions – child labor – from unions 

• The Fair Labor Standards Act (FLSA) is a United States federal law enacted in 1938 that establishes basic labor rights, including the federal minimum wage, overtime pay, recordkeeping rules, and child labor standards

• no child labor

• 40 hour work week and overtime

• minimum wage

at will employment

• Employees can be fired for any reason and only after specific procedures have been followed

• Can fire for any reason except for race, religion, sexual orientation

• No law against jerks firing people for no good reason 

• On the flip side, the employee can quit at any time 

employment contracts

most dont have

•  not at will – only can be fired for cause (tom from desperate housewives)

  • Most people wont work under contract, usually at will

  • U can also only quit under certain stipulations

tenure debate (why does tenure exist — what are the pros and cons?(

• In higher education, there are two faculty paths – professional tenure 

• Professional – u only teach and no other requirements or expectations 

• Tenure – obligation to publish/research –  have to have PhD - assistant-associate-full – if you make full, you have job protection for life and you can only be fired for cause  

  • Pros 

  • Cons 

    • Criticism is that they may not actually try with teaching and they are making a lot 

  • Problem – politicized, people make it polarized – or they say all tenured professors are too liberal `

  • Why do we have this policy → because of academic freedom – do not get worried about doing research/teaching (abt outside influences) – important to ask uncomfortable questions and producing high level research

wagenseller v scottsdale memorial hopsital

• at-will employee cannot be fired for refusing to break the law, establishing a major "public policy" exception to employment-at-will

• Nurse was a good nurse – one night her unit goes on a company retreat – staying up late and started mooning each other – except wagenseller – 2 days later she was fired – she files a wrongful termination claim – hospital says shes an at will employee excetp for statutory exceptions (

• Goes up to the arizona supreme court – agrees with hospital, no law they can point too

  • Judge-made law – makes new law – as of now - it is against arizona public policy – wrongful termination if you fire someone for refusing to break a law – creating this new rule — she ends up winning on appeal

• Going forward – public policy exception

Family Medical Leave act

—> point is that you know you have your job after something happens

• a federal law providing eligible U.S. workers with up to 12 weeks of unpaid, job-protected leave for specified family and medical reasons, or up to 26 weeks for military caregiver leave

what is a tort?

any wrong excluding breaches of contract and crimes

• When someone harms you 

• Many ways – someone punches you, steals something, breaks your computer, 

• Excludes crimes though → wrong against someone outside of breach of contract or a criminal charge, – aarnav has a tort claim against joe – but DA can also say that was assault - criminal charges 

intentional tort

plaintiff argues that defendant cause harm INTENTIONALLY

• assault and battery

• No intent!!!! → cannot be an intentional tort***

• Negligence approximately = accidents (accident) 

  • Not an intentional tort – negligence 

• — not an intentional tort → wRecklessness – in betwen category – Prof Q not book – not doing it intentionally but acting a fool 

  • Driving over the speed limit – negligence (5mph over)

  • Hits someones car at 100mph – gross negligence or recklessness

compensatory damages v punitive damages

• Compensate  you for what you damaged – intentionally or unintentionally 

• Punitive – punishment – usually only intentional torts or recklessness 

employer liability

• Business are responsible for actions so long employees are doing their job!!!

• Company will have to pay out and if your employee did an accident/doing a job → employers are resoponsible 

3 requirements for assault and battery and defenses

1. affirmative conduct — actively and voulunatrily

2. intent

3. injury

defenses:

• consent — if you voluntarily agreed

• self — self defense

assault (definition — what does imminent mean?)

any act that creates a reasonable apprehension of an imminent battery

has to be imminent!

• “Im going to kick your ass wehn i see you”

  • Not imminent 

• Imminent definition – has to be right now or incoming right now – seeing it coming 

  • Putting someone in imminent fear of bodily harm

  • —> going. up to someone and cocking your fist back getting ready to punch

• Reason for assault as a claim – pyschological harm (assault as a tort)

• the actual process or happening of you about to hurt someone and that pyschological harm against somoene

transferred intent

hitting someone else by accident

defamation

• Defamation

  • Requires that you are lying about someone intentionally to harm their reputation 

  • Was it true? 

    • Not defamation if you thought it was actually true 

  • Donald trump —-> name calling not defamatory

emotional distress elements

• elements:

1. Extreme and outrageous conduct 

2. Intent to cause or disregard of a substantial probability of causing severe emotional distress 

3. That the conduct did in fact cause sever emotional distress 

• Often brought up seldom successful

false imprisonment

1. intentionally confined or restairned plaintiff

2. without the plaintiffs consent

3. without lawful authority or in an unreasonable manner

4. injured the plaintiff

• Walmart case 

  • Unreasonable – went too far 

  • Can happen in a field too

tortious interference with a contract

• contract between plaintiff and third party — that defendant knew about

• defendant imporperly induced third party to breach contract or made performance of contract impossible

• injury to plaintif

false advertisement

• false or misleading fact statements about products or those of a competitor

• statements were material an dlikley to influence purchasing decisions

• defendants used statemetns in commercial advertising or promotion

• statements created likelihood of harm

negligence (definition and requirements)

accidents — usually no punitive damages

requirements:

• duty

• breach of duty

• direct causation

• damages

• (Duty  – owed you a duty 

• Breach of duty – breach of duty

• Causation – cause your damages

• Damages)

• Duty

  • A lot of it has to do with proximity

  • I shouldn’t hurt someone, even accidentally – you owe everyone a duty

Otis Engineering Corp v Clark

• Drunk on work - asked if can drive home safely - bob says yes - maanger sends hin home early - drives home and kills two people 

• - did bob owe those women a duty? → definitely yes

• Did manager owe them a duty? → yes

  • How likely that someone might be injured 

  • Moral blame attached to actions 

  • **policy of preventing future harm → sets precedent that you can’t send drunk employees home as a business (like with sexual harassment) if we dont hold otis at least partially responsible – that would be bad for society

• **the reason this company was liable was because they weren’t acting reasonable – unreasonable action 

Is there a duty? (requirement for negligence)(what is the general rule)

we owe a duty to every person who we can reasonably foresee might be injured by our carelessness

dram shop laws

are legal rules that hold commercial alcohol-serving businesses—such as bars, restaurants, taverns, and liquor stores—financially and legally responsible for harm caused by intoxicated or underage patrons whom they overserve.

• Bartender liable, so is company if you overserve and they get  in trouble 

• Whole business is liable in part for selling alcohol as well – business and employees

types of people on your property and definitions (and what can they sue for?)

• Invitees 

  • Someone u invited over 

  • May sue under ordinary rules of negligence

• Licensee

  • Right to be on ur property but didnt invite you there

  • Salesman or neighbor 

  • May sue for hidden dangers they should have been warned 

  • Responsibility bar lowered 

• Trespasser

Katko v. Briney (important caveats — and what this means for texas)

• Important caveats if homeowner is liable: 

  • Self defense – legally within rights to shoot that person and protect yourself – if threat is imminent 

  • Unreasonable – murder if not a threat 

• He is not protecting himself – he has the right to protect himself if he was a lethal threat → then not okay in this situation since he is not protecting himself cannot shoot someone 

• Man is protecting only property → that designation makes different

• You have the right to protect property but you dont have to shoot him (you could have done other things like put a different rap)

• Human life more valuable than property

  • Little kids trespassing – doesn't deserve to get shot 

• No lethal traps to protect property → but different if you are protecting yourself and your kids 

• Held liable for injuries minus from breaking in

• DEADLY FORCE NOT ALLOWED IN THESE SITUATIONS!!

  • for simple trespassing

  • non threatening presence

  • reasonable, non deadly force

  • different with forceful entering (castle doctrine)

dogs and negligence and trespassing (Caveats, best practice, when okay — when not okay)

• If dog is protecting family → ok if true intruder

• If dog attacks normal person (invitees) – negligence applies 

• But there is nuance when it comes to a chihuahua vs a big dog – where you should be more careful with a big dog 

• If a big dog attacks an intruder who breaks into your home while you are gone and the dog is safely kept inside the home

  • You will not be held liable 

  • One could reasonably expect to safely ekep their dog inside 

• If you keep your dog outside while you leave the home and it mauls a kid, you will be liable – one could reasonably expect this may happen — if the kid is crossing the fence to pick up a lost ball

• If dog is protecting only property and is outside  and dog attacks or kills someone → then you will be liable 

  • If you are gonna be out of town – keep the dog inside 

• Beware of dog signs – may help you but u are still liable 

  • Doesnt matter if you kill someone, you willl still be held mostly liable

• Potentially lethal weapon as a pet 

breach of duty

If you owe someone a duty and then you breach it

• did they meet the reasonable person standard of care?

reasonable forseeability, legislatively imposed standards (negligence per se) , circumstances of the case

negligence per se

is a legal doctrine in tort law meaning "negligence in itself". It applies when a person violates a law or safety statute, and that violation causes an injury. Instead of proving that a defendant acted unreasonably under a general "reasonable person" standard, the court automatically treats the statutory violation as a breach of duty.

• speeding

two requirements for causation ( and definitions)

factual causation → (but for) the defendants act the injuries would not have happened (if i did not fill up the soda machine)

legal causation → (proximate cause) reasonable forseeability of the resulting harm

palsgraf v long island

landmark American tort law case that established the legal concept of the foreseeable plaintiff and the scope of a defendant's duty of care in negligence.

• Palsgraf sued the railroad company for negligence. A jury found in her favor, and the Appellate Division affirmed it; the railroad appealed to the New York Court of Appeals.

• not foreseeable the old lady would have been injured

damages

• take your victims as you find them

  • if you hit a $250k car — you pay $250k

  • punitive damages generally not applicable for regular negligence

  • plaintiff must prove injury to person or property

• is a legal term that refers to monetary compensation awarded by a court to an individual or business as a remedy for a loss, injury, or breach caused by another party's wrongful act. [1, 2, 3]

what can you put in a contract and what is negotiable in a contract?

• Virtually Anything → can’t be illegal 

  • Can’t have a contract for something illegal 

  • Can make it for just about anything as long as its not harmful 

• Agreement 

• Even if you paid for food and then forgot ot give you you drink that you purchased – by law they have to give you the food/drink if you paid for it

• Important!! – need ot understand that contracts are negotiable 

• Rule: everything negotiable except take it or leave it contracts 

• Get comfortable negotiating – dont pay sticker price 

definition of a contract

an agreement that the court will enforce

• Legally enforceable agreement! 

• If she refuses to do her end of the bargain, you have to do it or at least pay her the damages to do it 

• An agreement that the court will enforce 

• He said she said – whoever has a more believable story 

valid contract (4 elements)

1. offer

   1. no contract if there are no offers

2. acceptance

3. consideration

   1. I am giving something up in exchange that they give something up to me

   2. no consideration, no contract

4. meeting of the minds

   1. two people have to have legal capacity (adults) whom know what they’re doing and doing it willingly

bilateral vs unilateral contracts

• Most contracts are bilateral 

  • Offer a promise for a promise 

• unilateral contract

  • Promise for an act upon completion/promise in exchange for doing an act

  • Give her 500 if she checks the box – if she finds my dog 

  • Lost dog 

express vs implied contracts

• Express - where parties are communicating what they want – written or spoken – communicating that this is something that I want 

• Implied – understood that you will pay a reasonable sum for the service (haircuttery — UNLESS THEY ASK AT THE BEGINNING IF $30 IS OKAY AND U SAY YES THEN IT IS EXPRESS)

quasi contracts

• “only in exceptional circumstances where a court feels compelled to impose an obligation upon one person regardless of whether he or she had any intention of making a contract”

• Doctor saves unconscious person found on the ground and he later bills someone → you do have to pay them 

• Technically not a contract since you didnt agree 

• But doctor can do this

• Same as doctors being able to work on you if your are unconscious – and the doctor can bill you 

• In this scenario only for doctors

common law and UCC

• older contract law is guided by common law

• Business (merchant) involved in selling tangible goods – if you are selling tangible goods — if you have a merchant and contract dispute – UCC will kick in to tell us what to do 

  • Business can count on the fact that things will remain consistent – adopted by every state except louisiana

valid, void, voidable contracts (when are they unenforceable as well?

• Valid contract 

  • Valid 

  • Meets all requirements 

• Voidable contract 

  • One person has the potential to make it void 

  • Can follow through but don’t have to

• Void 

  • Never took place 

  • When one party has been declared legally insane

• Bankruptcy or statute of limitations expired

statute of fraud

to guard against fraud

• Do not need to be in writing to be enforceable

• Oral is fine 

• In order to guard against fraud these things have to be in writing 

  • Property

  • Contracts made in contemplation of marriage – prenup → no oral prenups!  

  • Contracts that cant be performed in one year – if longer than one year has to be in writing 

  • land

  • debt

  • over 500$ - UCC

  
  

adhesion contracts

formed when one party, usually having greatly superior bargaining power over the other — prepares the terms of a proposed contract and presents it to the other party on a take it or leave it basis

ex: apartment leases

agent

a person employed to act on behalf of another

principal

employer of an agent

fiduciary relationship

principals and agent relationship — A fiduciary relationship is a legal connection where one party (the fiduciary) must act primarily in the best interests of another party (the beneficiary), placing the beneficiary's needs above their own

express authority

directly granted by the principal to the agent

implied authority

serves to fill in gaps where the principal has not spoken specifically on a subject

apparent authority

agent acts outside the scope of express or implied authority → principal normally not responsible for the transaction

however if principal - by his or her own conduct - has led third parties to believe agent has authority, principle may be responsible — agent has apparent authority

when can a superior be sued for an agent’s negligence? (3 reasons)

1. if the superior directs the subordinate to commit the tort

2. if the superior carelessly allows the subordinate to operate potentially dangerous equipment — knowing agent is unqualified/incapable

3. or the agent is just doing their job

employment at will

companies can fire workers at any time for any reason, unless the company would violate a specific law in doing so

• Civil Rights Act

what does reasonable accomodations mean in regards to CRA

are not reasonable only if an employer can demonstrate it will impose undue hardship upon employer

what is business necessity and what needs to be shown? (disparate impact)

must show

1. challenged employment practice was necessary to achieve an important business objective

2. the practice actually achieves this objective

pretext (CRA)

excuse for intentional discrimination

ADEA - what must you prove

40+ and over

must prove employees age was a motivating factor in an adverse employment decision

if employers age is at least one significant reason for firing or demotion — even if there are other reasons

no minimum worker

battery

requires physical contact

harmful or offensive bodily contact

what does injury mean in an assault and battery case?

assault — fear or apprehension must be imminent harmful or offensive contact → not in the future, imminent, and only if they are aware

battery —> only needs to show that they received a harmful or offensive bodily contat

libel

defamation that is written or in some fixed form like a video

traditionally, libel is considered more damaging than slander because it is more permanent

slander

spoken defamation

requires proof of special damages

• economic loss or damage to reputation

two types of defamation

libel

slander

slander per se

spoken false statements that are so naturally and obviously damaging to a person's reputation that the law presumes harm, meaning the plaintiff does not have to prove specific financial or economic loss

• categories: lies about serious crimes, contagious diseases, professional incompetence

key elements of defamation

1. statement is untrue

   1. not an opinion, can be proved untrue

2. statement is published

   1. must be published or communicated by the defendant — overheard or read by a third party

3. d made a statement about p as though it was fact

4. plaintiff’s reputation was harmed

unconscionable contracts

adhesion contracts will uphold unless — shocking to the conscious

• court doesn’t care if you got yourself into a shitty deal unless it is UNCONSCIONABLE

false imprisonment KEY ELEMENTS

1. intentional confinement

2. without consent

3. without lawful authority

4. injury — deprivation of freedom is injury ; doesn’t matter if it was brief imprisonment — injury is pyschological in nature

   1. will not offucr if plaintiff is unaware of the confinement

elements required for intentional infliction of mental distress

1. defendant must act intentionally or recklessly

2. conduct must be extreme and dangerous

3. plaintiff’s emotional distress must be severe

voidable contract

one of the parties has the legal right to withdraw from it at a later time without liability

• maybe enforced by court

void contracts

• never existed at all

• if someone has alzheimers or court deems is adjudicated insane — they cant walk away from the contract so it wouldnt be void

• NEVER ENFORCED

unenforceable contract

valid at time it was made but later rendered unenforceable because of the application of some special rule or law

• time lapse

• A voidable contract is an agreement that is legally valid and binding unless the injured or disadvantaged party chooses to cancel (rescind) it, whereas an unenforceable contract is a valid agreement in substance that a court will simply not enforce due to a technical, procedural, or legal defect (such as missing a required written form)

express contract

parties have fully and specifically stated the terms of the deal

can be written/oral

—> haircuttery ex. it will be express if both sides are clearly laying out the terms

implied contract

may not have communicated but may have gestured and agreed

candy bar — ten dollars situation

executory contract

once a contract is formed — executory until both parties have performed their obligations

executed contract

when both sides have completed their part of hte bargain

negotiated contracts

terms of many contracts are agreed upon only after a certain amount of bargaining takes place between the parties

offer (definition and 3 basic requirements)

proposal made in such a way it creates first formal step towards creating a contract

1. manifestation of an intent to contract

2. reasonably definite indication of what the two sides are to do

3. a communciation of the proposal to the intended offeree

manifestation of intent: are there any required words to make an offer?

No — all that is required is amnifestation of intent

• what would a reasonable listener think?

objective v subjective intent

objective intent — important

subjective intent — not important

why? — because people lie

courts dont care what you “thought” in your head

preliminary negotiations

dickering/fishing

NOT AN OFFER

tentative or exploratory language

reasonably definiteness

• a requirement of the offer

• definite enough so that a court can determine whether both parties lived up to their promises in the event that a question of breach of contract arises

• if too indefinite — court is unable to do this — will determien that hte proposal does not count as an offer

• agreement on major points

advertisements (contract law)

preliminary negotiations rather than offers to sell —> invitations to come to the store or invitations to purchase

• not binding — stores cannot control and predict stock/inventory; stores can choose not to sell to u

exception:

• first come first serve rewards

• bad faith (bait and switch)

bait and switch advertsiing

• liability upon advertisers who lure readers into the store by offering deals

• deceptive trade practices

auctions - with reserve and without reserve

with reserve — act of putting a particular item up for auction indicates only a willingness to consider offers for purchase

• a bit is treated as an offer which may be accepted

without reserve

auctions presumed to be with reserve unelss they are explicitly represented as being without reserve

• definite offer

• first bid creates a contract binding on the seller unless a higher bid is made

two options once an offer has been made

acceptance or termination

requirements of an acceptance

1. demonstrate a definite present intent to accept the offer

2. must be unconditional and not add any terms that are additional or different from those of the offer

3. must be legally communicated to the offerer

3 ways of termination of an offer

1. revoked

2. rejected

3. lapse

**TERMINATION BY OPERATION OF LAW

revocation

withdrawal of the offer by the offeror

• can take the offer whenever you like so as long as you communicate your revocation to the offeree before an acceptanc ehas occured

notable exception: option contract

option contract

offeree gives money or something else of value in exchange for the offerors promise than an offer will be kept open for a set length of time