BLAW Final

Got it. Here's your complete transcript of the contract law notes in raw, uninterrupted text form—no summarizing, no formatting, just full content exactly as it would appear in a comprehensive document:

Courts will examine:

1. The fiduciary or contractual relationship between the parties.

2. Whether the dominant party used their influence to persuade the servient party to enter the contract.

Undue Influence:
One party threatens or takes advantage of another’s mental, emotional, or physical weakness, thereby persuading that person to enter a contract.
Public policy is to protect the old, timid, mentally and physically weak persons.
The contract is voidable.

Unilateral Mistake:
Only one party is mistaken about a material fact regarding the subject matter of the contract.
Virtually impossible to get out of this scenario.

Bob's Acres LLC vs Schuhmacher

• Bob agrees to buy 5 acres for $50,000.

• Agreement had “mistaken” sentence that Schuhmacher would get $500 earnest. $500 was never paid.

• Tried to lean out, saying earnest money was never paid, there was no consideration for the contract—hence no contract, because earnest $ never paid.

• Is contract unenforceable for lack of consideration?

  • Court: No! Both parties exchanged “mutual promises.”

Capacity
Refers to legal ability to enter a contract or do a legal act.

1. Minors

2. Mentally Impaired

3. Intoxicated Persons

Generally, we are all assumed to have capacity to contract.

• Minor contracts with adults are voidable by the minor because minors cannot bargain effectively with adults.

• Adults are bound by contracts they make with minors.

• Can disaffirm (rescind) anytime during minority (before 18) plus “reasonable” time thereafter.

General Rule:
Each party must give other something of legal value (not necessarily monetary or equal value).
Consideration does not have to be of equal value.

How long will offer remain in effect?

• Once offer terminates, offeree loses power of acceptance and no longer has power to create K.

Term Limits on Offers:

• Ex: “Offer good until May 6th, 2022 at 5PM” – Fair

• Ex: “This offer will expire on May 6th, 2022 at 5PM” – Good

• Ex: “This offer is hereby revoked as of May 6th, 2022 at 5PM” – Best

Lapse of Time:

• Offer is valid for “reasonable time”

• Generally, offerors can revoke any time prior to acceptance.

Firm Offer:

• Can’t be revoked at any time even though offeree gave no consideration for the firm offer.

General Rule:

• Mere silence on part of offeree is not acceptance.

Chapter 10 – Creation of the Contract Offer
When a dispute arises between parties of a contract, court will examine:

1. Did parties in fact have a contract?

2. What were the terms?
   Was there “meeting of the minds”?

Example:
Bob tells Frank he will pay $1,000 to mow 50 acres. Frank accepts by performance (but only does 20).
Before Bob changes mind, Joe mows 20.
This is the concept of Partial Performance.

Offer = Manifestation of willingness to enter a contract that offeror wants to do business on those terms.

Executed – Fully performed on both sides
Executory – Not fully performed

• Partial = Executory K = One side performed but other wasn’t

Implied – Parties reached an agreement but have not clearly stated the terms.
When facts indicate an agreement has been reached, this is an implied contract scenario.

Quasi – Scenario where only one party performs and benefits another, but NO facts are presented by which to infer an agreement existed.
→ Where one party is “unjustly enriched” at another’s expense.

Defenses:

• Other person unknowingly received benefit

• Person reasonably believed it was a “gift”

Example:
Fred paints Joe’s house. Joe says nothing. Joe refuses to pay.

Types of Contracts:

• Valid – Meets all legal requirements of contract and is enforceable in court

• Unenforceable – Meets all legal requirements of contract, but won’t be enforced in court

  • Ex: Some contracts must be in writing to be enforceable – Statute of Frauds (SOF)

• Voidable – Contract can be canceled by one or both parties

  • Ex: Minors can cancel contract or “disaffirm” contracts with adults

• Void – Can’t be enforced by either party, as parties have no legal recourse

• Unilateral – Promise for act

  • Ex: “I promise to pay you $500 if you paint room.”

• Bilateral – Promise for promise

  • Ex: “If you promise to paint this room, I promise to pay you $500.”

If no offer:

1. No acceptance

2. No contract created

Three Scenarios for Offers:

• Ex: “I will buy your car (Corvette) for $500” → This is an offer

• Ex: “Are you interested in buying a car?” → Invitation to negotiate, not an offer

• Ex: In jest or anger → Not considered offers

Offer + Acceptance = Agreement (Mirror image rule applies)

Promissory Estoppel:
Courts continue to create doctrines to protect persons from unscrupulous promises/actions by stating their promisors would be “estopped” from raising defenses in enforcement of promise.

Elements:

1. Promise is made that the promisor knew or should have known would likely result in reliance

2. There is significant reliance by promisee

3. An injustice will occur if promise is not enforced

Example:
J’s parents promise him the farm.
He comes home and works it for years.
Later, deadbeat brother gets farm via will and testament.

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