contract law

Bilateral Contract

A promise exchanged for a promise between two parties.

Unilateral contract

A promise is made to induce an action. If the action doesn't happen, there is no contract (no acceptance).

Express contract

Formed by interactions of the parties discussing the terms of the agreement; can be oral or in writing.

Implied in fact contract

The conduct of the parties indicates the intention to enter into a contract.

implied in law quasi contract

A legal creation allowing for the enforcement of a contract even though none was intended. It seeks to prevent unjust enrichment.

Executed Contract

Parties have performed their promises.

Executory Contract

Parties have not yet performed their agreement.

Enforceable Contract

The agreement will hold up in court and has the 5 elements of an enforceable contract.

Unenforceable Contract

One party has a justifiable reason not to comply with the contract.

Valid Contract

When all the essential elements are present.

Void Contract

One of the 5 elements of an enforceable contract is lacking, so the contract never formed.

Voidable Contract

Someone in the contract could make it voidable or unenforceable.

Offer

A proposal to make a contract; a promise conditional on a return promise, act, or forbearance being given by the offeree.

Definite Terms

The terms of the offer must be reasonably certain or definite so that the parties and the court can ascertain the terms of the contract.

Acceptance

The voluntary assent (agreement) to the terms of the offer and agreement to be bound by it.

Meeting of the Minds

Mutual understanding of the essential terms of the contract and underlying facts.

Mirror Image Rule

The acceptance must be an unconditional consent to the open offer.

Mailbox Rule

Acceptance is good the moment a letter accepting a contract is physically put in the mailbox to be mailed.

Option

A contract whereby an offeror is bound to hold an offer open; consideration is required.

Silence

Generally, silence is not an acceptance. Exceptions apply if prior dealings required speaking up.

Consideration

That which is bargained for and given in exchange for another’s promise. It must be mutual.

Promissory Estoppel

An exception to requiring consideration where one relies on a promise to their detriment, and the court issues contract rights to avoid injustice.

Past Performance (Past Consideration)

Not bargained for, and therefore does not count as consideration.

Preexisting Duty

Not bargained for, and therefore does not count as consideration.

capacity

Parties must have the legal capacity to enter into a contract (e.g., not minors, intoxicated, or mentally incompetent).

Legality

The contract must be formed for a legal purpose; cannot involve committing a tortious act or a crime.

Revocation

The offeror taking back the offer.

Time Passes (Lapse of time)

The offer terminates after a reasonable or stated period.

Rejection

The offeree declining the offer.

Counter Offer

A response by the offeree that changes the terms of the original offer; it is a rejection of the original offer.

Fraud

Intentional misrepresentation of a material fact with the intent to deceive another to enter the contract.

Misrepresentation

A party misrepresents a material fact, even unknowingly, and the other party relies on it.

Mistake

An unintentional misunderstanding of some material facts by one or both parties (mutual mistake may void contract).

Duress

Any unlawful constraint exercised on people that forces their consent to an agreement they would not otherwise have made.

Undue Influence

When the will of a dominant person is substituted for that of the other party, usually in a confidential relationship.

Statute of Frauds (SoF)

Requires certain types of contracts (e.g., sale of land, agreements over one year) to be in writing to be enforceable.

Part Performance

For land contracts, if the purchaser has taken possession, paid part of the price, or made permanent improvements.

Specially Manufactured Goods

Contracts involving goods specially manufactured are an exception to the writing requirement.

Judicial Admissions

If a party admits under oath that a contract exists, it is enforceable.