Agreement Making Process - Law of Contract - Lecture Slides, Slides of Contract Law

Download Agreement Making Process - Law of Contract - Lecture Slides and more Slides Contract Law in PDF only on Docsity! Contract Law—The Agreement-Making Process  Note that contract law mainly consists of “default” rules—e.g., “this is what the rule is unless the parties clearly agree otherwise.”  Offer  Intent to make an offer (what kinds of evidence are important?)  Richards v. Flowers, p. 282  What were the key communications?  What were the key factors in finding that the property owner’s response was not an offer to sell?  What about the trial court’s ruling on the so-called “Statute of Frauds”?  A little courtesy by the owner might have gone a long way. Docsity.com Agreement—Offer, cont.  Leonard v. Pepsico, p. 284  Facts  Court’s conclusion & rationale  Advertisements usually aren’t offers. Why?  However, it is possible to make an offer in the form of a mass-distributed ad. How? Docsity.com Agreement—Reasonably Definite Terms  Reasonably definite terms  The reading speaks of this as a requirement of the offer, but . . .  A narrower form of question about the parties’ intent  Intent to contract and the requirement of reasonably definite terms are distinct requirements but can be very closely related in several ways Docsity.com Agreement—terms, cont.  Pyeatte v. Pyeatte, p. 286  Facts  Was the basic intent requirement fulfilled—from the perspective of a reasonable person, did they apparently intend to be committed to a contract?  What caused the agreement to not be an enforceable contract?  Note that she still had the alternative of a quasi-contract claim? Why? Is this always an alternative when there’s a failed attempt to make a contract?  Think about the $$ damages in this case—this case is a bit unusual regarding the $$. Docsity.com Agreement—terms, cont.  Example: Rooney v. Tyson, Ct. of App., NY, 1998 Gus D’Amato, owner of a boxing training gym, became Mike Tyson’s manager. At age 14, Gus became Tyson’s legal guardian, and took care of him. Gus, as legal guardian, hired Rooney as a trainer for Tyson. Rooney agreed with Gus to train Tyson for free until Tyson turned pro. While Tyson was still a minor, Gus and Rooney agreed that Rooney would be Tyson’s trainer for “as long as Tyson boxed professionally” and that Rooney would receive 10% of Tyson’s revenues. When Tyson turned 18 (and thus had the legal ability to make a contract on his own) and became a professional, he reaffirmed the contract w/Rooney on those exact terms. There was ample evidence of this. A few years later, Tyson fired Rooney after Rooney made some statement about Robin Givens to a news reporter (she was Tyson’s gorgeous first wife, whom he apparently used as a punching bag). Rooney sued Tyson for breach of contract, & Tyson claimed that the terms of the agreement were too indefinite to be a legally enforceable contract. Result? Docsity.com Termination of Offers  Termination “by operation of law”—read, but we won’t discuss  Revocation by offeror—can be express or implied  Ex. of implied rev.: Offer to sell, offeror then sells to somebody else, offeree learns about this. He can’t accept—there’s been an implied revocation.  Effective to kill offer when received by offeree, OR when offeree learns of facts showing that the offeror no long intends that the offer be available. Docsity com Termination, revocation, cont.  Revocation—General Rule: Offeror can revoke anytime before . . . .  Exceptions to this general rule  Option (a little contract itself)  Offer, plus promise to keep offer open, plus . . . .  UCC 2-205 (only for sale of goods)  Written, signed offer to sell or buy goods, made BY a MERCHANT  [Merchant is someone who (or a company that) . . .]  The written, signed offer by a merchant gives assurance that the offer will be held open  Will be an irrevocable offer despite the absence of . . . .  Is irrevocable for how long . . .? Docsity.com Termination--Rejection  Express (but don’t have to use the word “reject,” just as you don’t have to use magic words in any other part of contract law)  Example:  Definite counteroffer—courts usually treat as an implied rejection  Example:  Conditional acceptance, or adding to or changing terms of offer—another type of implied rejection  Example: Docsity.com Acceptance, cont.  Thus, offeror can include any specifications, conditions, etc., and the offeree can either take it or leave it. Can accept it, tell offeror to shove it, ignore it, but can’t change it and then take it.  Offer can, among many other things:  Specify exactly what offeree has to do to accept. Take it or leave it.  Specify exactly what type of communication the offeree must use to accept. Take it or leave it.  Specify exactly when the acceptance will take effect, and so on.  Or, of course, the language of either party might be vague (and there often is at least some vagueness).  Ex: Indication that offeree may accept my mail—is this intended to mean that the offeree can accept only by mail? Docsity.com Acceptance, cont.  Definite (unequivocal) expression of intent to accept  Specht v. Netscape Communications, p. 302  Facts  Conclusion & rationale  Be sure you study the 3 scenarios the court discusses— shrink-wrap, click-wrap, browse-wrap  Courts struggle with question of whether end-users are legally bound by all of the terms in a software © license, and their decisions are in conflict—slight majority say yes.  Most of the conflict results from difference in who they treat as being the offeror, but doesn’t matter in this case. Docsity.com Acceptance, cont.  Unconditional and no additional or different terms in accept that significantly affects offeror.  Lucier v. Town of Norfolk, p. 295  Facts  What was the offer?  What was the attempted acceptance?  Conclusion & rationale?  Note that a body like a school board, board of directors, board of trustees, etc., can only act as a body (by vote).  No single member has power to act, but the body can appoint a single member to act as its agent (like any other agent), which is what happened here.  But what authority did the board give to that single board member acting as its agent? Docsity.com