Law final

Recovery in quasi-contract may be obtained when

(1) a benefit is conferred by the plaintiff upon the defendant (2) the defendant has knowledge of the benefit that is being bestowed upon her (3) the defendant retains the benefit under circumstances in which it would be unjust to do so without payment

Bilateral contract

*A promise for a promise* -As soon as the promises are exchanged, a contract is formed and the parties' legal obligations arise. - Crucial both parties are making a binding promise - Ex eBay

Parol evidence rule

*Writing > words* Makes oral evidence of an agreement inadmissible if it is made before or at the same time as the writing that the parties intend to be the complete and final version of their agreement Purpose is to prevent evidence that substantially contradicts the agreement in its written form. Therefore, evidence of prior agreements and nego- tiations, as well as contemporaneous agreements and negotiations, is typically excluded under the parol evidence rule. not a rule of evidence; rather, it relates to the substantive legal issue of what constitutes a legally binding agreement and how we know what that agreement is. Finally, the parol evidence rule is not a unitary concept or rule but an amalgamation of different rules and conditions.

Negligent misrepresentation

, one party makes a statement of material fact that he thinks is true. If he could have known the truth by using reasonable care to discover or reveal it, his statement is a negligent misrepresentation. Voidable + damages

Past consideration

- A promise cannot be based on consideration provided before the promise was made. - NOT consideration

Contracts that violate state or federal statutes

- Agreements to commit a crime or tort are illegal in all states. - Agreements made for the purpose of protecting the public's health, safety, or welfare by a party unlicensed to do so are typically illegal in all states. - Agreements regarding usurious (interest rate > legal maximum) loans may be illegal in some states. - Agreements regarding gambling are illegal in most states. - Agreements that violate Sabbath or Sunday laws are illegal in some states.

Discharge by operation of law

- Alteration of the Contract - Bankruptcy - Tolling of the statute of limitations - Impossibility of performance - Commercial impracticability - Frustration of purpose

Parent liability

- As a general rule, parents are not liable for contracts entered into by their minor children. - have a legal duty to provide their children with the basic necessities of life, such as food, clothing, and shelter

Covenants not to compete

- Covenants not to compete in conjunction with the sale of a business. Generally enforceable if they are for a reasonable length of time and involve a reasonable location. - Covenants not to compete in employment contracts. Cant leave and work for competition

Minors can always disaffirm unless

- Its for necessities - If minor misrepresents their age they are liable in some states

Fair labor standards act

- Minimum wage - Overtime > 40 hours 1.5x wage

illusory promise

- NOT consideration - promise that imposes no obligation on the promisor Shawn offers to sell Molly his skis for $300. Molly responds, "I'll look at them in the morning, and if I like them, I'll pay you." At this point, Molly has not committed to doing anything.

Required writing in statutes of fraud

- Name of parties - The subject matter - Consideration - Relevant contractual terms - Signature of at least the acceptor

Unilateral Contract

- Offeror wants the offeree do something, not promise to do something. ex. $50 reward for finding chicken - NOT binding for offer and Offerer can revoke at anytime before the performance is started

Americans with Disabilities act

- Physical mental impairment - Substantially limits a major life activity - Has a record of impairment - Employer has taken adverse action or won't make reasonable accommodation

Expressed powers of a corporation

- Power to have perpetual existence - Power to sue and be sued in the corporation's name - Power to acquire property; power to make contracts and borrow money - Power to lend money - Power to make charitable donations - Power to establish rules for managing the corporation

Implied powers of a corporation

- Power to take whatever actions are necessary to execute express powers - Power given in the statement of corporate purpose in the articles of incorporation

Innocent Misrepresentation

- Results from a false statement about a fact material to an agreement that the person making it believed to be true. The person had no knowledge of the claim's falsity. We say he or she lacked scienter - permit the misled party to rescind the contract, but because the other party had no intent to mislead, the aggrieved party cannot sue for damages

Accord and satisfaction

- Used when one of the parties wishes to substitute a different performance for his or her original duty under the contract. - When a debt is unliquidated they can settle for less than the full amount if: 1. The debt is unliquidated (the amount or existence of the debt is in dispute). 2. The creditor agrees to accept as full payment less than it claims is owed. 3. The debtor pays the amount they have agree

Duress

- forced into a contract using verbal threats, take it or leave it, physical threat, economic threat, threat to file criminal lawsuit (civil okay), extortion (black mail)

Corporations characteristics

- legal entity separate from share holders - Creature of state - Perpetual existence - if directors dies corporation continues - pay federal and state taxes - The only authority possessed by corporations is the powers granted to them in their articles of incorporation and through state incorporation statute

Exceptions to the Preexisting Duty Rule

- unforeseen circumstances - boulder in pool - additional work - more than contract requires add a waterfall - UCC Article 2 (sale of goods).

Unconscionable agreements

- when terms are so unfair that they shock court's conscience -The common law would not enforce contracts the courts deemed unconscionable. - Two types: Procedural unconscionability and adhesion contract

Exculpatory Clause

-Releases one of the contracting parties from all liability, regardless of who is at fault or what injury is suffered. -Private business can enforce - Businesses/people closely linked to the *public* interest can *NOT* enforce

Hostile work environment

. To prove such harassment, a plaintiff must demon- strate the following: (1) He or she suffered intentional, unwanted discrimination because of his or her sex; (2) the harassment was severe or pervasive; (3) the harassment negatively affected the terms, conditions, or privileges of his or her work environment; (4) the harass- ment was both subjectively and objectively unwelcome; and (5) management knew about the harassment, or should have known, and did nothing to stop it.

Exceptions to the Statute of Frauds

1) Admission - The party against whom charges have been brought admits during legal proceedings that an oral contract existed, even though the contract was supposed to be in writing. 2) Partial Performance - buyer of land, in alleged contract, has paid a portion of the sales price, has begun permanently improving the land, or has taken possession of it; these actions prove the existence of a contract. 3) Promissory estoppel - One party was detrimentally reliant on the contract, and this reliance was for seeable by the other party. 4) UCC Exemptions - 1 .Oral contracts between merchants selling goods to one another need not be in writing. 2. Oral contracts for customized goods are enforceable, even if they would normally have to be in writing

Four elements of a contract

1) Agreement - offer and acceptance 2) Consideration - *each* party has to give something up 3) Capacity - legal ability 4) Legal Purpose - enforceable

4 parts of consideration

1) Benefit to promisee 2) Detriment to promiser 3) Promise to do something 4) Promise to refrain from doing something

Sources of Contract Law

1) Case law 2) Uniform Commercial Code (UCC) - made interstate commerce easier All contracts are governed by either common law or the Uniform Commercial Code (UCC). If the contract is for the sale of a good, it falls under Article 2 of the UCC; if it is for anything else, it falls under common law 3) Restatement of the law of contract

Contracts that fall under the statute of frauds / Contracts that must be written / criteria for proper form

1) Contract can't be performed within one year 2) Promises made in consideration of marriage 3) Promise to pay the debt of another 4) Contract related to interest in land 5) Contract for sales of goods > $500

Two defenses to the enforcement of a contract

1) Lack of genuine assent - the parting proposing the contract secures the acceptance of agreement through improper means (fraud, duress, misrepresentation, undue influence) 2) Contract lacks proper form - lacks writing

Two ways to manifest intent

1) Performance 2) A return promise

Forming a corporation

1) Pick a state 2) Reserve name 3) File for articles of incorporation 4) elect board 5) Adopt bylaws

6 ways of offer termination

1) Revocation 2) Rejection or counter offer 3) Death by offerer 4) Destruction or subsequent illegality of the subject matter 5) Lapse of time 6) Failure of terms

3 Elements of an offer

1) Serious *intent* by the offeror to be bound to an agreement 2) Reasonably definite and certain *terms* 3) *Communication* to the offeree

Statute of frauds

1) The statute specifies what is considered reliable evidence. 2) Prevents the admittance of oral evidence denying the existence of a contract or claiming additional terms that would substantially alter the contract from its agreed-on written form. 3) prevent parties from entering into contracts with which they do not agree.

4 things to consider before filing suit

1)The likelihood of success. 2)The desire or need to maintain an ongoing relationship with the potential defendant. 3)The possibility of getting a better or faster resolution through some form of alternative dispute resolution. 4) The cost of litigation or some form of ADR as compared to the value of the likely remedy.

For a mutual mistake to interfere with legal consent, all the following must be present:

1. Is the mistake about a basic assumption that affects the subject matter of the contract? 2. Does the mistake have a material effect on the agreement? 3. Would enforcement of the contract have an adverse effect on the party who did not agree to bear the risk of mistake at the time of the agreement?

Bargaining collective in good faith

1. Meet at reasonable times and confer in good faith. 2. Sign a written agreement if one is reached. 3. When intent on terminating or modifying an existing contract, give 60 days' notice to the other party, with an offer to confer over proposals, and give 30 days' notice to the federal or state mediation services in the event of a pending dispute over the new agreement. 4. Neither strike nor engage in a lockout during the 60-day notice.

Proving Disparate treatment - know this

1. Plaintiff makes prima facie case 2. Defendant shows legitimate, nondiscriminatory reason 3. Plaintiff shows reason is mere pretext

4 factors of undue influence

1. Was the dominant party rushing the other party to consent? 2. Did the dominant party gain undue enrichment from the agreement? 3. Was the nondominant party isolated from other advisers at the time of the agreement? 4. Is the contract unreasonable because it overwhelmingly benefits the dominant party?

Generally, contracts made by intoxicated persons are voidable. However, there are exceptions:

1.If the intoxication just causes the person to exercise poor judgment, the contract is not voidable unless the other party unfairly capitalized on the impaired judgment. 2.When the intoxicated person becomes sober, the contract can be ratified or disaffirmed; however, the courts will fairly liberally interpret behavior that seems like ratifying the contract once the intoxicated person becomes sober.

Proving disparate impact

1.Plaintiff shows policy restricts opportunities 2. Defendant shows it's a business necessity 3. Plaintiff shows necessity is mere pretext

Cooperative

A business organization consisting of individuals who join together to gain an advantage in the market that mutually benefits all mem- bers; can be incorporated or unincorporated

Condition precedent vs subsequent

A condition precedent exists when a condition must occur before a party's duty to perform arises, whereas a condition subsequent exists when the occurrence of the condition extinguishes a party's duty to perform.

Fraudulent misrepresentation

A consciously false representation of a material fact intended to mislead the other party. Voidable + damages 1. A false statement about a past or existing fact that is material to the contract. 2. Intent to deceive, which can be inferred from the particular circumstances. 3. Justifiable reliance on the false statement by the innocent party to the agreement

objectively impossible

A contract is objectively impossible, and therefore parties are discharged from their obligations under it, when the subject matter is destroyed, one of the parties whose personal services are required dies or becomes incapacitated, or the law changes, rendering performance of the contract illegal.

Defective corporation

A corporation about which an error or omission was made during its incorporation process

De jure Corporations

A corporation that complies with the incorporation procedures specified in the statute.

Nondisclosure

A failure to provide pertinent information about the projected contract. 1. A relationship of trust exists between the parties to the contract. In this situation the relationship provides a *reasonable* basis for one person's expectation that the other would never act to defraud him or her. 2. There is failure to correct assertions of fact that are no longer true. Caroline's failure to inform Vito of the recent outbreak of rust on her "rust-free" car that Vito agreed to purchase next month is nondisclosure. 3. A statute requires the disclosure, such as mandatory disclosures under residential real estate sales laws. 4. The nondisclosure involves a dangerous defect, such as bad brakes in a car that is being sold.

Compensatory Damages

A monetary award equivalent to the actual value of injuries or damage sustained by the aggrieved party.

Limited partnership

A partnership consisting of one general partner and at least one limited partner who does not have any part in the management of the business

Limited liability partnership (LLP)

A partnership in which all partners are liable only to the extent of the partnership's assets or malpractice

General partnership

A partnership in which the partners equally divide the profits and management responsibilities and share unlimited personal liability for the partnership's debts

Boycott

A refusal to deal with, purchase goods from, or work for a business

Joint venture

A relationship between two or more persons or corporations that is created for a specific business undertaking

Liquidated damages

A sum on money specified in a contract as compensation to be paid to one of the parties if the other defaults.

MY LEGS

A surety is the organization or person that assumes the responsibility of paying the debt in case the debtor policy defaults or is unable to make the payments. The party that guarantees the debt is referred to as the surety

Concealment

Active hiding of the truth about a material fact

Anticompetitive agreements

Agreements that restrain trade. Viewed as being harmful to consumers and against public policy. They also frequently violate anti- trust laws.

The Bona Fide Occupational Qualification Defense.

Allows an employer to discriminate on hiring on the basis of sex, religion, or national origin (not race or color)

Option Contract

Allows buyer and seller to enter a contract for the sale of goods or real property, but the sale is contingent upon certain terms. The offeree gives the offerer a piece of consideration in exchange for holding the offer open for the specified period of time. -There is no requirement as to the value of the consideration. If it is money, the parties may agree that if the offer is eventually accepted and a contract is formed, the consideration will become part of the offeree's payment under the contract. This situation frequently arises in real estate contracts.

Taft-Hartley Act

Amended the Wagner Act and was designed to curtail some of the powers the unions had acquired under the Wagner Act [The Wagner Act and the Taft-Hartley Act are jointly referred to as the National Labor Relations Act (NLRA).

adhesion contract

An agreement presented on a take-it-or-leave-it basis or as the only chance the presented party (the adhering party) will have to enter into it. While adhesion contracts are legal, they do raise red flags for courts

Mistake of fact

An erroneous belief about the facts of the contract at the time the contract is concluded. Legal assent is absent when a mistake of fact occurs. Possibly void ex mistake on which textbook

Quasi Contract

An obligation or contract imposed by law (a court), in the absence of an agreement, to prevent the unjust enrichment of one party. The courts impose contractual obligations on one of the parties as if that party had entered into a contract. - The enrichment must be unjust - Defendant does not need to acknowledge the subcontractors role

Specific performance

An order requiring that the breaching party fulfill the terms of the agreement.

Minor capacity

Any contract entered into by a minor is void- able by the minor until he or she reaches the age of majority or a reasonable time thereafter. The disaffirmance must occur before or within a reasonable time of the minor's reaching the age of majority.

Consequential (Special) Damages

Are foreseeable damages that result from special facts and circumstances arising outside the contract itself. These dam- ages must be within the contemplation of the parties at the time the breach occurs.

Silence as a form of acceptance

As a general rule, silence cannot be used to form a contract, unless: 1) Pattern of behavior 2) When the offeree receives the benefits of the offered services with reasonable opportunity to reject them and knowledge that some form of compensation is expected yet remains silent. In this case, an implied-in-fact contract is created. 3) When parties agree silence is acceptable

Considerations during bilateral and unilateral contracts

Bilateral: promise for promise Unilateral: Promise for an act

In pari delicto

Both parties are equally responsible for the illegal agreement

Mutual Rescission

Cancel the contract.

Commercial impracticality

Commercial impracticability can be seen as a response to what some might interpret as a somewhat unfair harshness of the objective-impossibil- ity standard. Commercial impracticability is used when performance is still objectively possible but would be extraordinarily injurious or expensive to one party. 3 required elements: 1. That an event occurred whose nonoccurrence was a basic assumption of the contract. 2. That there is commercial impracticability of continued performance. 3. That the party claiming discharge did not expressly or impliedly agree to performance in spite of impracticability that would otherwise justify nonperformance.

Concurrent conditions

Concurrent conditions occur when each party's performance is conditioned on the performance of the other. They occur only when the parties are required to perform for each other simultaneously. The legal effect of a contract's being concurrently conditioned is that each party must offer to perform before being able to sue the other for nonperformance

Marriage contracts

Contracts in which one party promises something in exchange for another's promise to marry must have a writing to be enforceable, but mutual promises to marry do not require a writing.

Mentally incapacitated persons capacity

Contracts of a person with limited mental capacity can be valid, voidable, or void, depending on the extent of the mental incapacity. If a person suffers from delusions that may impair his judgment but he can still understand that he is entering into a contract and understand his obligations under the contract, his con- tract is valid; if his delusions prevent him from understanding that he is entering into a contract or the nature and extent of his obligations under the contract, his contract is voidable; and if he has been adjudicated insane, his contract is void.

Contracts with Intoxicated persons

Contracts of an intoxicated person are voidable if the other party had reason to know that intoxication rendered the person unable to understand the nature and consequences of the transaction or unable to act in a reasonable manner in relation to the transaction.

Procedural unconscionability

Describes conditions that impair one party's understanding of a contract, as well as the integration of terms into a contract. These conditions can be anything from tiny, hard-to-read print on the back of an agreement to excessive use of legalese (unnecessarily technical legal language) or even a person's inability to fully read a contract and ask questions before being required to sign

Not allowed to revoke under

Detrimental reliance

Condition subsequent

Ends duty. a future event that terminates the obligations of the parties when it occurs. For example, Joan may enter into an agreement to lease an apartment for five years, conditioned on her not being called to active duty in the National Guard. If she is called to serve, her obligation to be bound by the lease is discharged.

Contract under seal

Exception for consideration because the parties using them are presumed, without evidence to the contrary, to be adopting the seal for the contract.

Family and Medical Leave Act (FMLA)

Federal act requiring that certain employers establish a policy that provides all eligible employees with up to 12 weeks of leave during any 12-month period for several family-related occurrences (e.g., birth of a child or care of a sick spouse).

Employee privacy laws

Federal and state laws that govern privacy policies on matters such as employer surveillance, control of and access to medical and personnel records, drug testing, and e-mail Test: reasonable expectation of safety

Consolidated Omnibus Budget Reconciliation Act (COBRA)

Federal law ensuring that when employees lose their jobs or have their hours reduced to a level at which they would not be eligible to receive medical, dental, or optical benefits from their employer, they can con- tinue receiving benefits under the employer's policy for up to 18 months by paying the premiums for the policy. Exceptions: If employee was fired for gross misconduct or employer eliminates all benefits for current employees

The Occupational Safety and Health Act of 1970 (OSHA)

Federal law that established the Occupational Safety and Health Admin- istration, the agency responsible for setting safety standards under the act, as well as enforcing the act through inspections and the levying of fines against violators

Employee Retirement Income Security Act (ERISA)

Federal law that sets minimum standards for most voluntarily established pension and health plans in private industry. ERISA requires that private employers keep employees informed about voluntarily established pension and health plans.

Promise to pay the debt of another example

Helen enters into a contract with Tomas to sell him her car. Subsequently, Rina agrees to pay Tomas's debt if he fails to pay Helen the money he owes her. To be enforceable, Rina's promise needs to be in writing because it is a secondary obligation and therefore falls within the statute. Primary obligations do not require a writing, but secondary obligations do unless the main reason a person makes a secondary promise is to obtain a personal benefit.

Merit Defense

Hiring based on test scorese: (1) criterion-related validity, which is the statistical relationship between test scores and objective criteria of job performance; (2) content validity, which isolates some skill used on the job and directly tests that skill; and (3) construct validity, wherein a psychological trait needed to perform the job is mea- sured. A test that required a secretary to use a computer would be content-valid. A test of patience for a teacher would be construct-valid

Communication example

If Bill overhears Sam offer to sell his car to Helen for $5,000, Bill cannot walk over and form a contract with Sam by accepting the offer to Helen. If he says to Sam, "I'll give you $5,000 for your car," he is not accepting the offer but, rather, is making a new offer If no means of communicating the acceptance is specified, any reasonable means is generally acceptable

1 year rule

If a contract can possibly be performed within a year, even if such performance is highly unlikely, then the contract does not need a writing to be enforceable.

Discharge by material breach

If a party fails to substantially perform his obligations, thereby justifying that the nonbreaching party be discharged from the contract.

Acceptance after rejection

If an acceptance is received after a rejection, the acceptance is not valid because the rejection terminated the offer. BUT if the acceptance comes in the mail before the rejection its valid

Harassment by Nonemployees under Title VII.

If an employer knows that a customer repeatedly harasses an employee yet the employer does nothing to remedy the situation, the employer may be liable.

Voidable Contract

If one or both parties has the ability to either withdraw from the contract or enforce it. If the parties discover the contract is voidable after one or both have partially performed, and one party chooses to have the contract terminated, both parties must return anything they had already exchanged under the agreement so that they will be restored to the condition they were in at the time they entered into it.

Discharge by conditions

If precedent, concurrent, implied, and express conditions are not met or subsequent condition occurs

Illegal contracts

If the court can sever the illegal part of a contract from the legal part, it will generally do so and enforce only the legal part; if the contract is indivisible, then it generally will be unenforceable.

Licensing statute

If the licensing statute is intended simply to generate revenue, then the contract of an unlicensed person is valid; if the purpose of the licensing statute is to protect the public's health, safety, and welfare, however, the agreement of an unlicensed person is typically deemed illegal and unenforceable.

Counter offer

If the offeree offers a counteroffer, the original offer is terminated.

Illegality

If the subject matter of the offer becomes illegal, the offer immediately terminates

Implied vs express contract dentist example

If you have a dental emergency and the dentist pulls your severely infected tooth without prior negotiation about payment, or even any mention of payment, you have an implied contract for payment for her services. However, if you go to the dentist's office, ask how much it will cost to whiten your teeth, and sign a written agreement that is an expressed contract

Unenforceable contract

If you pass the statute of limitation (statute that says you have this much time to bring this suit, none for murder) or contract is not written like if its supposed to be

Statute of limitations

If you wait too long to bring a lawsuit for breach of contract, making the contract unenforceable.

Nominal damages

In a case where no actual damages resulted from the breach of contract, the court may award the plaintiff nominal damages. The award is typically for $1 or $5, but it serves to signify that the plaintiff has been wronged by the defendant

Determining Intent

In determining intent to enter into a contract, the court looks at the person's objective manifestation of intent and does not try to interpret what the person may have been secretly thinking --joke not permissible

National Labor Relations Board (NLRB)

Interprets and enforces the National Labor Relations Act (NLRA). The NLRB's three primary functions are to: 1. Monitor the conduct of the employer and the union during an election to determine whether workers want to be represented by a union. 2. Prevent and remedy unfair labor practices by employers or unions. 3. Establish rules interpreting the act.

Subjectively impossible

It would be very difficult to carry out the contract

May an employer fire an at-will employee on the basis of: Gender? Race? Political party? No reason?

No No Yes Yes

Promissory Estoppel

No consideration for a promise but the party may still be liable if: 1) They knew the other person will rely on the promise 2) Other person does rely on the promise 3) Only way to avoid injustice ex) moving after job offer you can sue

Liquidated debt

No dispute that money is owed or how much - Exception when the debtor offers different performance

Discrimination on smoking and sexual orientation

No federal law prohibits this discrimination

Is performance of a duty you are obligated to do under the law good consideration?

No. Part of a police officer's sworn public duty is catching suspected criminals. If someone offers a reward for the capture of a suspect, the police officer may not collect it, as he or she was already obligated to apprehend the suspect

Is performance of an existing contractual duty good consideration?

No. Under contract Gene's pool is to be completed by June 1. The pool contractor then explains that the completion date cannot be met; however, if Gene were to pay an extra $5,000, additional workers could be hired and the pool completed on time. Gene tells the contractor he will pay the $5,000. On June 1, the pool is completed and the contractor asks for the additional payment. The answer is no. The pool contractor had a preexisting contractual duty to complete the pool by June 1. Gene is under no obligation to pay the additional money.

Void Contract

Not a contract at all because its object is illegal or it has a serious defect

Complete performance

Occurs when all aspects of the parties' duties under the con- tract are carried out perfectly.

Substantial Performance

Occurs when the following conditions have been met: (1) completion of nearly all the terms of the agreement, (2) an honest effort to complete all the terms, and (3) no willful departure from the terms of the agreement. Discharges all parties

Revocation by the offerer

Offerer is "master of his or her offer" and can revoke at any time even if the offer states it will be open for a specified period of time

Notes!

Once a fully integrated agreement has been written, no oral evidence of any prior or contemporaneous agreement can be admitted in court to change the terms of the agreement.

Tolling of the statute of limitations

Once the statute of limitations has tolled, neither party can any longer sue the other for breach, so for all practical purposes the parties are no longer bound to perform.

Unilateral Mistake

One party makes a mistake on material fact and can invalidate if any: 1. The other party knew or had reason to know about the mistake. 2. The mistake was caused by a clerical error that was accidental and did not result from gross negligence. 3. The mistake was so serious that the contract is unconscionable, that is, so unreasonable that it is outrageous.

Objective theory of contracts

Only looks at words and actions. Underlying motives are not considered

Business trust

Organization governed by a group of trustees who operate the trust for beneficiaries

Information vs signal picketing

Picketing designed to truthfully inform the public of a labor dispute between an employer and the employees is called informational picketing and is protected by law. However, signal picketing, which prevents deliveries or services to the employer, is unprotected behavior.

Primary vs secondary boycotts

Primary boycotts, against an employer with whom the union is directly engaged in a labor dispute, are lawful. However, secondary boycotts are illegal. These occur when employees have a labor dispute with their employer and boycott another company to force it to cease doing business with the employer.

Civil rights act of 1964 Title VII

Protects employees against discrimination based on race, color, religion, national origin, and sex; also prohibits harassment based on the same protected categories

May BDOQ be based on: Race sex religion color national origin Customer preference (sexual privacy)

Race No sex Yes religion Yes color No national origin Yes Customer preference No

Recession and restitution

Rescission is the termination of the contract, and restitution is the return of any property given up under the contract.

Contract under seal

Sealed contracts may still be sealed with wax or some other soft substance, but they are more likely to be simply identified with the word seal or the letters L.S.

Executory contract

Some of the terms have not been performed. Right after agreement until completion

Reformation

Sometimes a written contract does not reflect the parties' actual agree- ment, or there are inconsistencies in the contract, such as the price being listed as "$200,000 (twenty thousand dollars)." In such a case, the written document may be rewritten to reflect what the parties had agreed on.

Performance Subject to Satisfaction of a Contracting Party.

Sometimes the performance of the contract is subject to the satisfaction of one of the contracting parties. In such a case, a party is not discharged from the contract until the other party is satisfied. Satisfaction is considered an express condition that must be met before the other party's obligation to pay for the performance arises.

Unemployment compensation

State system, created by the Federal Unemployment Tax Act (FUTA), that provides unemployment compensation to qualified employees who lose their jobs.

Articles of incorporation

The document a corporation files with the state explaining its organization, may include a restriction on the duration of the corporation.

The Wagner Act

The first major piece of federal legislation adopted explicitly to encourage the formation of labor unions and provide for collective bargaining between employers and unions as a means of obtaining the peaceful settlement of labor disputes

The limited liability of corporate shareholders may not exist when shareholders have acted in an illegal or wrongful manner.

The limited liability of corporate shareholders may not exist when shareholders have acted in an illegal or wrongful manner.

Lapse of time

The offer will expire after a reasonable amount of time, which depends on the subject matter of the offer, unless a specific time condition is given

Revocation

The offeror can revoke the offer at any time unless the offeree entered into an option contract with the offeror or in a unilateral contract the offerer must give the offeree a reasonable time to complete it

Novation

The original parties and a third party all agree that the third party will replace one of the original parties and that the original party will then be discharged. All parties must agree.

Unliquidated Debt

The parties either disagree about whether money is owed or dispute the amount

Mitigation of Damages

The requirement that someone injured by another's negligence or breach of contract must take reasonable steps to reduce the damages, injury or cost, and to prevent them from getting worse.

Substituted contract

The substituted contract immediately discharges the parties from their obligations under the old contract and replaces those obligations with the new obligations imposed by the substituted contract. Parties mutually agree to discharge each other from the contract.

Express contract

The terms are clearly set forth either written or spoken

Mirror image rule

The terms of the acceptance must mirror the terms of the offer

For a promise to be enforceable

There must be bargaining and an exchange.

Condition precedent

Triggers duty. A particular event that must occur in order for a party's duty to arise. Ex. Real estate can be conditioned on an event such as the buyer's being able to sell his current home by a certain date. If the home does not sell, the condition does not arise.

Negotiable Instruments

Unconditional written promises to pay the holder a specific sum of money on demand or at a certain time. The most common negotiable instruments are checks, notes, drafts, and certificates of deposit. They are governed primarily by the UCC.

Workers compensation laws

Under workers' compensation laws, an employee is guaranteed the right to recover for injuries that occurred on the job without having to sue his or her employer. must demonstrate that (1) he or she is an employee, (2) both employer and employee are covered by the state workers' compensation program, and (3) the injury occurred on the job.

Impossibility of Performance.

Unforeseen events make it impossible for a party to carry out the terms of a contract. Objectively and subjectively

Employment-at-will doctrine (and wrongful discharge

Unless employee belongs to a union this is a doctrine under which an employer can fire an employee for any reason at all. The three exceptions are implied contract, violations of public policy, and implied covenant of good faith and fair dealing. In states that have adopted any of these three exceptions, employees may be able to sue for wrongful discharge Can fire for any reason except: 1) Actions encouraged by public policy 2) Wagner Act "concerted activity" 3) Discrimination

anticipatory breach

When a party to a contract announces his or her intention to break the contract in the future.

Discharge of a contract

When a party's obligations under a contract are terminated, the party is said to be discharged.

Substantive unconscionability

When an agreement is overly harsh or lopsided.

Recovery based on Quasi contract

When an enforceable contract does not in fact exist, the court may grant a recovery based on quasi-contract; that is, the court may impose a contractlike obligation on a party to prevent an injustice from occurring. , a plaintiff must prove that (1) the plaintiff conferred a benefit on the defendant; (2) the plaintiff had reasonably expected to be compensated for the benefit conferred on the defendant; and (3) the defendant would be unjustly enriched from receiving the benefit without compen- sating the plaintiff for it.

Authorized Means of Acceptance

When an offer specifies that acceptance must be communicated by a particular mode, no other form of acceptance is valid.

Picketing

When individuals place themselves outside an employer's place of business for the purpose of informing passersby of the fact(s) of a labor dispute

Mailbox rule

Which provides that an acceptance is valid when the offeree places it in the mailbox, whereas a revocation (by the offerer) is effective only when the offeree receives it -not valid for instant messages like faxes texts or emails

Past consideration example

Your boss says you are going to get a 5% stock in the company. Six months later, you still have not received the stock. You cannot sue your boss because your work has already been performed, you have given nothing in exchange, and the court will not enforce the promise

Syndicate

a gathering of people with a common interest

Legal assent

a promise the courts will require the parties to obey.

Formal contract. 4 types

a special form or must be created in a specific manner. 1) Contracts under seal (2) recognizances (3) letters of credit (4) negotiable instruments

Strike

a temporary, concerted withdrawal of labor.

S corporation

allows a company to enjoy limited liability as a corporation, but tax treatment as a partnership

Monetary Damages

also referred to as legal damages or legal remedies, and they include compensatory, punitive, nominal, and liquidated damages. Whenever possible, courts award monetary damages rather than some form of equitable relief.

Letter of credit

an agreement by the issuer to pay another party a sum of money on receipt of an invoice and other documents. The Uniform Commercial Code governs letters of credit.

Injunction

an order either forcing a person to do something or pro- hibiting a person from doing something. Most commonly, injunctions are prohibitions against actions. Such an injunction might be used, for example, as a remedy in a contract case involving a personal service.

Misrepresentation

an untruthful assertion by one of the parties about that material fact; it prevents the parties from having the mental agree- ment necessary for a legal contract. They only appeared to agree, so their contract lacked legal assent.

Expressed Conditions

are explicitly stated in the contract and are usually preceded by words such as conditioned on, if, provided that, or when.

Recognizance

arises when a person acknowledges in court that he or she will perform some specified act or pay a price upon failure to do so. An acknowledgment entered into before a court with condition to do some particular act. Ex. Bail

Implied covenant of good faith and fair dealing exception.

assumes that every employment con- tract contains an implicit understanding that the parties will deal fairly with one another. Because there is no clear agreement on what constitutes fair treatment of an employee, most states do not use this exception.

Public policy exception

can't fire because of serving on jury duty, doing military service, filing for or testifying at hearings for workers' compensation claims, and whistle-blowing.

Limited liability company (LLC)

combines the tax advantages and management flexibility of a partnership with the limited liability of a corporation.

equal dignity rule

contracts that would nor- mally fall under the statute and need a writing if negotiated by the principal must be in writ- ing even if negotiated by an agent. For example, Luke appoints Sanjeev to act as his agent. Sanjeev enters into an agreement for Luke with Carrie that cannot be completed within one year according to the contractual terms. Had Luke contracted directly with Carrie, the agree- ment would be within the statute and require a writing. Therefore, Sanjeev's contract, which is on behalf of Luke, must also be in writing according to the equal dignity rule

Punitive damages

designed to punish the defendant and deter him and others from engaging in similar behavior in the future.

Undue influence

e refers to those special relationships in which one person takes advantage of a dominant position in a rela- tionship to unfairly persuade the other and interfere with that person's ability to make his or her own decision. When people bargain with their attorney, doctor, guardian, relative, or anyone else in a relationship that includes *a high degree of trust*, they are susceptible to being persuaded by unusual pressures unique to that relationship. Consequently, the assent that results may not be legal consent

Expressed vs implied conditions

express condition is clearly stated, whereas an implied condi- tion is not stated but can be inferred from the nature and language of the contract.

unjust enrichment

got a benefit they didnt pay for that wasn't fair

Plain-meaning rule

if a writing, or a term in question, appears to be plain and unambiguous on its face, we must determine its meaning from just "the four corners" of the document, without resort- ing to outside evidence, and give the words their ordinary meaning.

Alteration of the contract

if someone alters contract the innocent party is discharged

Creation of a franchise

make a franchise agreement regarding payment to the franchisor, location of the franchise, restric- tions the franchisee must follow, and method of termination of the franchise.When a franchisee does not uphold the franchise agreement, the franchisor can terminate the relationship with sufficient notice

Unauthorized Means of Acceptance

not effective until it is *received by the offeror*; if it is timely sent and dispatched it is considered to have been effective on its dispatch - If the offeree makes a mistake and sends the acceptance to the wrong address, there is no acceptance on dispatch. However, if a correction is made and the letter eventually reaches the offeror, the acceptance is valid on receipt, assuming the offer was still

quid pro quo

occurs when a supervisor makes a sexual demand on someone of the opposite sex and this demand is reasonably perceived as a term or condition of employment. The basis for this rule is that the supervisor would not make similar demands on someone of the same sex.

Discharge by performance

parties discharge their obligations by doing what they respectively agreed to do under the terms of the contract. If a party performs the terms of the contract or makes a tender (an offer to perform), or if the party performs to the satisfaction of the contracting party

Implied contract exception

provides that an implied employment contract may arise from statements the employer makes in an employment handbook, length of service, statements by the employer indicating long-term employment, or materials advertising the position.

Equitable remedies

remedies were typically unique solutions specifically crafted to the demands of the situations. s. The party must prove that (1) there is no adequate legal remedy available; (2) irreparable harm to the plaintiff may result if the equitable remedy is not granted; (3) the contract is legally valid (except when seeking relief in quasi-contract); (4) the contract terms are clear and unambiguous; and (5) the plaintiff has "clean hands," that is, has not been deceitful or done anything in breach of the contract.

Mistake of subjective value

sell painting think its worth $20 and turns out its worth $1 mill —> unavoidable

Auction without reserve vs auction with reserve

the auctioneer must accept the lowest bid; if it is with reserve, the auctioneer may refuse to sell the item if he or she is not satisfied with the size of the highest bid.

Cannot sue for bad deal unless

the court suspects fraud or undue influence occurred then they will look at adequacy of consideration

Implied Conditions

those that are not explicitly stated but are inferred from the nature and language of the contract. For example, if one enters into a contract with a builder to replace the windows in one's house, there is an implied condition that the builder will be given access to the home so that she may fulfill her obligations under the contract.

Seniority system

treatment based off of length of service not illegal if (1) the system applies equally to all persons; (2) the seniority units follow industry practices; (3) the seniority system did not have its genesis in discrimination; and (4) the system is maintained free of any illegal discriminatory purpose.

Age discrimination act

was enacted to prohibit employers from refusing to hire, discharging, or discriminating in terms and conditions of employment against employees or applicants *age 40 or older.* must show: Belongs to the statutorily protected class (those age 40 or older). Was qualified for the position held. Was terminated under circumstances giving rise to an inference of discrimination.

Implied contract

we look at the behaviors of people and somebody has done something, provided a service or good, and they expect payment, as a reasonable person would, and the other party had the opportunity to say no but they didn't 1) Plaintiff (person suing) provided some property or service to the defendant 2) Plaintiff expected to be paid 3) Defendant had an opportunity to reject the property or service but did not

Integrated contracts

written contracts intended to be the complete and final repre- sentation of the parties' agreement. . When the courts deem a contract integrated, with the exception of the above exceptions, parol evidence is inadmissible.

Exceptions to the parol evidence rule

•Contract has been subsequently modified. •Written agreement was based on an orally agreed-on condition. • Contract is nonfinalized in that it is partly written and partly oral. • Contract contains ambiguous terms that significantly affect its interpretation. •Contract is incomplete in that it is missing critical information. • Contract contains obvious typographical errors. • Contract is void or voidable. • Evidence about past business transactions will clarify missing information or ambiguities in the contract.