Contract LawJody BlankeProfessor of Computer Information Systems and Law

Contract Law As Private LawWilling parties can agree to do most anythingFreedom of contractMeeting of the minds

Private LawContract between Major League Baseball and the Players Association - Collective Bargaining Agreement (241 page PDF file)free agentsalary capluxury taxNHL (a league that used to play ice hockey in Canada and the U.S.)

Uniform Commercial CodePoster child of uniform lawsAdopted in 49 statesVery successfulFacilitates the ease of doing businessFirst place to look for the lawthen, other state statutesthen, state case (common) law safety net

Basic RequirementsAn agreement between the partiesConsiderationCapacityLegality

Agreement The OfferOfferor must have intention to be bound by offere.g., kick the tireTerms must be reasonably definite and certaincan be written, oral or implied can come from prior dealings or usage of tradeOffer must be communicated to offereee.g., reward for lost dog

Figurative Death of an OfferNatural causes lapse of timeSuicide revocationMurder rejectionCounteroffer = rejection + offerExecution by operation of lawchange in law terminates offer

Literal Death of An OfferThe offeror diesThe offeree diesDestruction of subject matter

AcceptanceAt common law mirror image ruleUCC more relaxed (and reasonable)battle of the formsGenerally effective upon receiptexception mailbox rule

ConsiderationEach party must provide something of valueMoney, property, services, forebearancee.g., Hamer v. Sidway the rich uncle casee.g., Jennings v. KSCSCourts will not examine the adequacy of the consideration

CapacityAge law protects minorsVoidable contractException for necessariesMental competencyVoid contractVoidable contractIntoxication

LegalityContracts must have a legal purposecannot take out a contract for that noisy neighborcannot purchase a gram of cocainegambling?e.g., Durado Beach Hotel v. Jernigan

Genuiness of AssentDuress gun to the headUndue InfluenceFraudMistakeUnilateral generally does not excuse performanceexception if nonmistaken party knew of the mistakeMutual generally does excuse performanceno meeting of the minds

Statute of FraudsAn oral contract is as legally valid as a written contract unless the law requires it to be in writingas good asif executed before 100 clergy people of all faiths willing to come to court and testify

Must Be In WritingContract to transfer an interest in real propertyContract that cannot be performed within 1 yearContract to pay the debts of anotherContract made in contemplation of marriagedowry agreementprenuptial agreementContract for the sale of goods greater than $500UCC drafters recommend increase to $5,000

Parol Evidence RuleCourt will not permit evidence of prior or contemporaneous oral statements if there is a complete written agreementexception ambiguitiesMorals of the story read the contract get it in writing

Integration ClauseI have read the above agreement and understand that it represents the entire agreement between the parties.Morals of the story read the contract get it in writing

Standard Form ContractsRead themModify themand get written approval from authorized representativeUse attachments if necessarye.g., letters, memos, specificationsAmbiguities interpreted against the drafter

Choice of Law/ForumWritten contracts often contain choice of law and choice of forum clausesThese will generally be enforced as long as there is a connection to the stateSome states may also require that the choices be fair

Covenants Not to CompeteMay be related to sale of businesse.g., Joe the BakerMay be related to employment contractCalifornia will not enforce such an agreement as an illegal restraint of tradeGeorgia will not blue pencil an agreementBrenda Woods agrees not to work as an on-air news anchor in the Atlanta/Athens television market for 6 months

Covenants Not to CompeteScopeagreement must specify what activity is to be limitedGeographybe careful of terms like AtlantaDuratione.g., 6 months, 1 year, 2 years