Bài giảng Business Law (13th edition) - Chapter 9: Introduction to Contracts

Learning Objectives Nature of contracts Basic elements of a contract Basic contract types Non-contract obligations

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ContractsIntroduction to ContractsThe Agreement: OfferThe Agreement: AcceptanceConsiderationReality of Consent3McGraw-Hill/Irwin Business Law, 13/e© 2007 The McGraw-Hill Companies, Inc. All rights reserved.ContractsCapacity to ContractIllegalityWritingRights of Third PartiesPerformance & Remedies3McGraw-Hill/Irwin Business Law, 13/e© 2007 The McGraw-Hill Companies, Inc. All rights reserved.Introduction to ContractsPAETRHC9“Contracts are agreements made up of big words and little type.” Sam Ewing, quoted in Saturday Evening Post, May 1993Learning ObjectivesNature of contractsBasic elements of a contractBasic contract typesNon-contract obligations9 - *Not every promise is legally enforceableWhen a set of promises has the status of contract, a person injured by a breach of that contract is entitled to call on the government (courts) to force the breaching party to honor the contractContract law is ancient law, but has evolved to reflect social changeContracts 9 - *(1) agreement (2) between competent parties (3) based on genuine assent of the parties that is (4) supported by consideration, (5) made for a lawful purpose, and (6) in the form required by law, if anySee Figure 1, page 276 Elements of a Contract 9 - *Bilateral contracts: two parties make promises to one anotherUnilateral contracts: one party makes promiseValid contract: enforceable agreementVoidable contract: agreement otherwise binding, but circumstances allow one party to avoid binding nature or enforcementVoid contract: agreement prohibited by lawContract Concepts and Types9 - *Express contract: agreement of parties manifested by written or oral wordsImplied contract: agreement not shown by words, but by acts and conduct of partiesDifference between express & implied contracts relates to manner of proving the existence of the contract, not the effect; one or the other arisesContract Concepts and Types9 - *Two bodies of law govern contracts: Article 2 of Uniform Commercial Code (UCC) and the common law of contractsUCC is statutory law in every stateContains nine articlesArticle 2 expressly applies to contracts for the sale of goods [2–102] (numbers in brackets refer to specific Code sections)Sources of Governing Law9 - *Many contracts involve goods and servicesThe UCC and Hybrid Contracts9 - *United Nations Convention on Contracts for the International Sale of Goods (CISG) is a body of contract rules that harmonizes contract principles from many legal systemsCISG automatically applies to a contract for sale of goods between commercial parties from signatory nations to CISG unless the parties expressly opt out of CISG by contractInternational Contract Law9 - *Courts may enforce an obligation to pay for certain losses or benefits even in absence of mutual agreement and exchange of valueQuasi-contract is an obligation imposed by law to prevent unjust enrichment of one party in certain circumstancesPlaintiff recovers reasonable value of benefit conferred on defendant (reasonable price) or value of labor (quantum meruit)Non-Contract Obligations9 - *Non-Contract ObligationsA court may apply doctrine of promissory estoppel when one party relies upon another party’s promise to his or her detriment (detrimental reliance), but there’s no contractCourt will force promisor to fulfill promise or pay compensation9 - *Review9- *Test Your KnowledgeTrue=A, False = BEvery promise is legally enforceable The main element of a contract is fairnessIn a bilateral contract, two parties make promises to one anotherThe UCC is statutory law in every stateThe UCC applies to the sale of goods and services9 - *Test Your KnowledgeMultiple ChoiceA void contract refers to an agreement that is: (a) binding and enforceable agreement(b) otherwise binding, but due to circumstances surrounding execution or lack of capacity, may be rejected at option of one party(c) without legal effect because prohibited by lawA non-contract obligation does not include: (a) Quasi-contract theory(b) Promissory estoppel(c) The CISG doctrine(d) Quantum meruit9 - *Though QuestionWhat contracts have you entered into recently?9 - *
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