Module 5: Contract Law

Flashcards covering the fundamental concepts of contract law, sport-specific agreements, waivers, and legal remedies based on the SM 350 Sport Law & Risk Management lecture.

Contract

A promise, or set of promises, for breach of which the law gives a remedy, or the performance of which the law in some way recognizes a duty, as defined by the Restatement [Second] of Contracts, 1990.

Bilateral contract

A contract that contains two promises: the first being the Offer and the second being the Acceptance.

Unilateral contract

A contract where only one party makes a promise, such as insurance premiums or sport waivers.

Offer

A conditional promise to do or refrain from doing something later, made by the offeror to the offeree.

Power of Acceptance

The most important aspect of an offer, which gives the offeree the power to bind the offeror to the contract.

Acceptance

The creation of a contract through positive manner, words, or conduct; it cannot be established by silence.

Consideration

What each party gets in return for contractual performance; gifts and past performance cannot serve as valid forms.

Party Designation

A written contract provision that must clearly identify the legal names of the parties involved.

Terms of the Agreement

The provision that defines the specific length of time the contract will exist.

Representations and Warranties

Legal promises within a contract stating that certain facts are true.

Obligations and Duties

A provision outlining all duties each party has agreed to assume and the timeline for fulfilling those actions.

Termination Provision

A clause setting forth each party’s right to end the contract due to expiration or a breach by the other party.

Professional services/Player contracts

Standard boilerplate employee-to-employer contracts where differences typically only occur in salary, contract length, and addendum benefits.

Endorsement/Marketing contracts

A contractor-independent contractor agreement granting a sponsor the right to license an athlete’s name, image, or likeness (NIL).

Appearance contracts

Agreements providing compensation for an athlete appearing at public functions, sports camps, or golf tournaments.

Buyout clauses

A form of termination provision where a party may terminate a contract early by paying a fee, often on a sliding scale such as $10M$ decreasing to $1M$ over time.

Waiver

A contract signed prior to participation where a participant agrees to absolve a provider of fault or liability for injuries resulting from ordinary negligence.

Understandability

One of two overriding concepts for an enforceable waiver, based on the signer's personal characteristics and the clarity of the written language.

Capacity

The ability of a person to understand contract terms, which may be limited by factors like age, mental health, or the influence of drugs and alcohol.

Fairness

A concept for enforceable waivers ensuring equal bargaining power and voluntary acceptance without force or trickery.

Ordinary Negligence

The specific type of liability that well-written waivers are intended to relieve, which does not include gross negligence or criminal conduct.

Parole Evidence Rule

A rule preventing litigants from asserting facts that existed before contract formation that contradict the written intentions expressed in the agreement.

Statute of Frauds

A requirement that certain contracts be in written form, including land interests, contracts lasting longer than $1$ year, and goods valued over $500$.

Compensatory Damages

Money relief necessary to make up for monetary loss a party suffered directly attributable to the contract breach.

Consequential Damages

Monetary relief for a party’s economic losses that were caused indirectly by the original breach of contract.

Liquidated Damages

Specific amounts of damages the parties agreed to within the contract itself to be paid if a breach occurs.

Specific Performance

A remedy where a party is forced by the court to uphold its contractual obligations because no amount of money will suffice.

Duty to Mitigate

A requirement for a harmed party to reduce its damages and prevent them from accumulating following a breach.

Arbitration

An alternate dispute resolution process where a neutral third party renders a decision after each party presents evidence.

Mediation

A private, informal, and non-binding process led by a neutral third party who helps parties reach a mutual agreement.