Fundamentals of Contract Law and Torts

Contract

An agreement made between people that is legally enforceable.

Doesn't have to be in writing except in special circumstances.

It needs 3 elements.

Offer

Acceptance

Consideration

UCC

Designed to get everyone on the same page; governs commercial transactions.

Goods

Tangible, moveable personal property.

Elements of a contract

Offer, Acceptance, Consideration.

Offer

It's a promise that needs intent, definiteness, and communication. Intent is sufficient for the UCC

Terminating an offer

Can occur by the parties, by law, or if the offeror terminates before acceptance.

The law changes the legality of the deal

You die or go crazy

Destruction of the property

Too much time passes (reasonable person standard)

Firm offer

Must be in writing, contain assurances, and cannot stay open past 3 months.

Option Contract

You've provided consideration to keep the offer open.

Acceptance

When the offeree agrees to the terms advanced by the offeror, requiring unconditional, mirror image rule, unequivocal, and legally communicated.

Battle of the forms

The UCC considers there to be a contract when acceptance occurs despite mismatched forms.

The parties don't discover a problem until later on after they've begun business.

The best thing to do is explicitly state that the mirror-image is necessary for acceptance.

Consideration

Something of legal value; doesn't always have to be money.

Types of contracts

Express, Implied, Bilateral, Unilateral, Option Contract, Valid, Void, Voidable.

Express Contract

Terms are communicated clearly by writing or words.

Implied Contract

Terms are communicated clearly by action. "this is how we've always done it".

Bilateral Contract

A promise for a promise.

Unilateral Contract

Requires action to accept.

Valid Contract

A good contract.

Void Contract

An unenforceable agreement.

Voidable Contract

One side can end the contract.

Capacity

A person must be capable of making a clear, thought out decision.

Legality

Courts won't enforce illegal void contracts.

Impossibility

Makes a contract void; must be literal, not figurative.

Consent

You must accept or make the offer freely and knowledgeably.

Fraud

Can lead to punitive damages; involves knowing misstatement of material fact, intent to deceive, reliance, proximate cause, and damages.

Material Information

Sellers must give us information if it's material and we can't find it out on our own.

Duress

A person is unable to consent because they've been threatened. Not always violence.

Undue Influence

When a person takes advantage of a position of power over another.

Mutual Mistake

Contract is rescinded.

Unilateral Mistake

No relief if you're negligent; other side can't take advantage; partial relief is always an option.

Parol Evidence Rule

Generally used to prevent you from using other agreements and statements to influence the written contract.

Statute of Frauds

Some contracts are required by law to be put into writing.

CISG

Contract for the sale of International Goods; it's like the UCC for international contracts.

Remedies for Breach of Contract

Rescission, Restitution, Specific Performance, Reformation, Compensatory Damages, Punitive Damages, Liquidated Damages, Consequential Damages, Quasi-Contract.

Rescission

The contract is cancelled.

Restitution

The parties are required to return the consideration in the contract.

Specific Performance

Being forced to fulfill your consideration when money can't make things right.

Reformation

Rewriting the contract to better reflect the intention of the parties.

Compensatory Damages

Making you have the benefit of if the other party completed the contract.

Punitive Damages

Punishing bad actors.

Nominal Damages

No real financial damage; might get attorney's fees.

Consequential Damages

Paying for losses that result from breach of contract.

Liquidated Damages

Damages outlined in the contract; they must be relatable to the actual damages you'd suffer.

Duty to Mitigate

The obligation to minimize damages.

Promissory Estoppel

Contract made when you've relied on statements or acts by another party; estopping a revocation.

Quasi Contract

Can be treated like a 1-sided contract.

Express Warranty

The guarantee is made explicitly in words or writing.

Implied Warranty

A warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind.

Merchantable Goods

Goods that must pass without objection in the trade under the contract description, be of fair average quality, be fit for ordinary purposes, run within variations permitted by agreement, be adequately contained, packaged, and labeled, and conform to promises made on the container or label.

Burden of Proof

The obligation to prove one's assertion, which in tort cases is the preponderance of the evidence.

Intentional Torts

Civil wrongs that are committed with intent to cause harm, which may also result in punitive damages.

Unintentional Torts

Civil wrongs that occur due to negligence, without intent to cause harm.

Strict Liability

Liability that does not depend on actual negligence or intent to harm, often applied in product liability cases.

Assault

A reasonable threat of imminent harm to another person.

Battery

Unwanted physical touch or contact with another person or their belongings.

Conversion

The act of taking someone else's property and using it as one's own, effectively theft.

Disparagement

Defamation concerning a business's goods or services.

Interference with Contract

Inducing a breach of contract between two parties.

Trespass

An unlawful entry onto someone's land or property.

False Imprisonment

Confining a person unreasonably by barriers, force, or threats of force.

Shopkeeper's Privilege

The legal right of a shopkeeper to detain a suspected shoplifter for a reasonable period of time based on reasonable suspicion.

Emotional Distress

A tort that can arise from conduct that is outrageous and intolerable, causing severe emotional suffering.

Defamation

A false statement made about another person that causes damage to their reputation.

Libel

Written defamation that damages a person's reputation.

Slander

Spoken defamation that damages a person's reputation.

Defamation per se

A type of defamation that is considered inherently damaging, such as claiming a person is a criminal or has an infectious disease.

Defenses to Defamation

Legal defenses that can be used against defamation claims, including truth, opinion, and consent.

Absolute Privilege

Protection from defamation claims for statements made in certain situations, such as in court or by politicians.

Actual Malice

Knowledge that a statement is false or reckless disregard for the truth, required to prove defamation against public figures.

3rd Party Defamation

Liability for repeating defamatory statements made by others, which can make one equally liable.

Anonymity on the Internet

The concept that only protected speech has anonymity protected, and individuals should take responsibility for their own protection.

Similar torts

Appropriating the plaintiff's identity for the defendant's benefit

Placing the plaintiff in a false light in the public eye

Public disclosure of private facts

Unreasonably intruding upon the seclusion or solitude of the plaintiff

Right to publicity

The right to profit from your likeness

Your heirs can use your dead lifeless likeness to profit for 70 years. Doesn't protect you from the news or other matters of public value.

False light

Not quite defamation, but implied defamation

Public disclosure of private facts

The best defense is consent

People in the public eye have a lower right to privacy

Unintentional torts (negligence)

Duty

Breach

Proximate Cause

Damages

Duty of care

Varies depending on the context

You can create a duty where there otherwise wasn't. Most of the time this is a reasonable person standard.

Can be a reasonable professional standard. Malpractice

Actual Cause

Sometimes called 'causation in fact'

If the breach of duty didn't happen, would the injury still have happened? You can breach duties all day long if it doesn't cause any harm.

Proximate cause

Was it foreseeable that the negligent act could cause this to happen? 'negligence invites rescue'

Damages

The idea is to make you whole. Actual Damages

Wages, doctor bills, damaged goods, loss of consortium, statutory damages

Negligent infliction of emotional distress

Recovery for a non-physical injury. First show negligence in the original act

Be able to prove a physical manifestation of mental harm

Negligence per se

There is a law in place specifically outlawing a behavior or mandating a behavior.

Res ipsa loquitor

Shifts the burden from the Plaintiff to the Defendant.

Attractive nuisance doctrine

You have to use reasonable care to keep people (especially children) out.

Good Samaritan laws

Exist because of the mighty blue falcon. You are protected from ordinary negligence (not gross negligence) if you render aid to others.

Assumption of the risk

If a plaintiff does something risky, he can't sue over being hurt.

Contributory Negligence

If the plaintiff is also negligent they get nothing or a reduction in the award.

Comparative Negligence

You split the damage award by the amount each party is negligent.

Strict liability

You do not need to prove the elements of negligence.

Strict product liability

Liability without fault.

Defect in manufacture

Failure to assemble properly.

Defect in design

Affects all products.

Defenses to product liability

Generally known danger.

Abnormal misuse of a product

Supervening event

Government contractor

Assumption of risk

Statute of Repose

Statute of repose

Limits the time liability can be found under strict liability.