Chapter 12 Legal Studies

e-signature

"an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record" -can include encrypted digital signatures, names (intended as signatures) at end of email messages and "clicks" on a webpage

Informal contract

"simple contracts" -no special forms required (except of those contracts that must be in writing), as those contracts are based on substance, not form -businesspersons put their contracts in writing to prove contract exist, should dispute arise

The Uniform Electronic Transaction Act

-UETA declares that a signature may not be denied legal effect on enforceability because it's electronic form -UETA remove barriers in e-commerce by giving same legal effect to e-records and signatures vs paper documents and signatures

violation of public policy-Exculpatory clauses

Exculpatory clauses found in rental agreements for commercial property are frequently hold to be contrary to public policy, and are almost always in residential property leases -also against public policy in employment context

unenforceable contract

can't be enforced because of certain legal defenses against it. It is a valid contract rendered by some statute or law. -some contracts must be in writing, and if not, they will not be enforceable except in certain exceptional circumstances

Valid contract

has the necessary elements to entitle at least one of the parties to enforce it in court -can be enforceable or unenforceable

Unforeseen difficulty-preexisting duty

if during performance of a contract, extraordinary difficulties arise that were totally unforeseen at the time the contract was formed, a court may allow an exception to the rule -key is whether the court finds the modification fair and equitable in circumstances not anticipated by the parties when the contract was made

Illusory promises

if terms of contract express such uncertainty of performance that the promisor has definitely not promised to do anything, the promise is said to be illusory-without consideration and unenforceable -fails to bind the promisor

bilateral contract

if the offeree can accept simply by promising to perform. Contract comes into existence at the moment the promises are exchanged

Termination by action of the offeree-offer

if the offeree rejects the offer, by word/conduct, the offer terminated. Any subsequent attempt by the offeree to accept will be construed as a new offer, giving the original offeror(now the offeree) the power of acceptance -rejection of an offer effective only when it's actually received by the offeror or the offeror's agent

implied contract

implied from conduct of parties. Conduct of parties creates and defines term of contract

Mode and timeliness of acceptance

in bilateral contracts, acceptance must be timely, which is if it's made before the offer is terminated -problems may arise when parties involved are not meeting face to face. In such situations, the offeree should use an authorized mode of communication

Communication of acceptance

in unilateral contract, the full performance of the act is called for. Acceptance is evident , and notification therefore unnecessary (unless offeror ask for it or law requires it) -in bilateral contract, communication of acceptance is necessary as acceptance is in the form of a promise

UETA defines record as

information that's inscribed on a tangible medium or that's stored in an electronic or other medium and is retrievable in perceivable(visual) form -under UETA, records, signatures, and contracts may not be denied enforceability solely due to their electronic form -covers only electronic records and signatures relating to a transaction -allows states to exclude its application to other areas of law -UETA does not apply to a transaction unless each of the parties previously agreed to conduct transactions by electronic means

Termination by operation of law-lapse of time

offer terminates automatically when the period of time specified in the order has passed -if offer does not specify a time for acceptance, the offer terminates at the end of a reasonable period of time -depends on subject matter of the contract, business and market conditions and other relevant circumstances

revocation

offer's act of revoking, or withdrawing an offer

Agreement

one of the four essential elements for contract formation -offer and acceptance

liquidated debt- accords and satisfaction

one whose amount has been ascertained, fixed, agreed on, settled, or exactly determined -if debt is liquidated, accord and satisfaction can't take place -debtor must pay full amount, has legal obligation -creditors do sometimes accept less or even write off certain liquidated debts as uncollectible

offeror

party making the offer in the contract

offeree

party whom the offer is made

covenant not to compete in employment contracts

people in middle or upper management positions commonly agree not to work for competitors/ start competing businesses for a specified period of time after termination of employment -can't be excessive in duration and geographical restriction must be reasonable

Termination by operation of law

power of the offeree to transform the offer into a binding, legal obligation can be terminated by operation of law through the occurrence of any of the following events 1. lapse of time 2. destruction of the specific subject matter of the offer 3. Death/incompetence of the offer/offeree 4. Supervening illegality of the proposed contract

Agreements that lack consideration

preexisting duty past consideration illusory promises

Third party rights

privity of contract 3 exceptions 1. assignments 2. delegations 3. third party beneficiaries

contract

promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty -agreement that can be enforced in court -contract disputes arises when there's a promise of future performance -if contractual promise is not fulfilled, the party who made it is subject to the sanctions of a court -may be required to pay damages or even performed the promised act

sources of contract law

the common law governs all contracts except when it has been modified by statutory law, such as Uniform Commercial Code, or by administrative agency regulations -UCC governs contracts of sale and lease of goods- to the extent that UCC has modified general contract law

Substitute method of acceptance

sometimes, the offeror authorizes a particular method of acceptance, but the offeree accepts by a difference means. In this case, acceptance may still be effective if substitute methods serves same purpose as the authorized means -not effective on dispatch. No contract formed until acceptance is received by the offeror

Express contract

terms of agreement are fully and explicitly stated in words, orally or in writing-signed lease

Gambling

traditionally, states deem gambling contracts void and illegal -now, most states allow certain form of gambling -most gambling contracts are still found illegal by courts

Void contract

no contract at all -none of the parties have any legal obligations if contract is void -if one party is determined to be mentally incompetent by court, or the purpose of contact was illegal

Unilateral contract

offer is phrased so that the offeree can accept the offer only by completing the contract performance "promise for an act" -contract formed when contract is performed

offer- communication

offer must be communicated to the offeree. One can't agree to a bargain without knowing that it exists

Delegation-Third party rights

transfer of contractual duties -duties are delegated -parties delegating is the delegator, party whom the duties are delegated is the delegatee -valid delegation of duties don't relieve delegator of obligations under the contract

Inquiries about an offer

mere inquiring about the "firmness" of an offer does not constitute rejection

Minors-Contractual Capacity

most state age of minority is 18 year old for contracts -minority status may be terminated on marriage or by a minor's emancipation, which occurs when a child's parent or legal guardian relinquish the legal right to exercise control over child -minor can enter into any contract than an adult can, except contracts prohibited by law for minors -disaffirmance -to disaffirm, a minor must express his/her intent through words/ conduct, not to be bound to the contract -adults who enters into a contract with a minot can't avoid his/her contractual duties on the ground that minors can do so unless the minor disaffirms

promissory estoppel

-"detrimental reliance"- a person who has reasonably and substantially relied on a promise of another may be able to obtain some measure of recovery -applied in a wide variety of contexts in which a promise is otherwise unenforceable, such as when a promise is without consideration -under this doctrine, a court may enforce an otherwise unenforceable promise to avoid the injustice that would otherwise result

Unequivocal accpetance

-can be unequivocal even if offeree expresses dissatisfaction with the contract -acceptance can't impose new conditions or change the terms of the original offer -can be considered counteroffer -even when additional terms are construed as a counteroffer, the other party can accept the terms by words/conduct

offer- definiteness of terms(2)

-contract must include the following terms, expressed in the contract or capable of being reasonably inferred from it 1. the identification of the parties 2. the identification of the object or subject matter of the contract(quantity, when appropriate), the work to be performed, specific identification of such items as goods, services, and land 3. the consideration to be paid 4. the time of payment, delivery, or performance -an offer may invite an acceptance to be worded in such specific terms that the contract is made definite -when the parties have clearly manifested their intent to form a contract, courts are sometimes willing to supply a missing term in a contract

Contract contrary to statute

-contracts to commit a crime -crimes -usury -gambling -licensing statutes -contracts in restraint of trade -Unconscionable contracts or clauses -Exculpatory clauses -Discriminatory contracts

Requirements for implied contracts

-implied contract formed when 1. the plaintiff furnished some service/property 2. the plaintiff expected to be paid for that service or property, and the defendant knew or should have known that payment was expected 3. The defendant had a chance to reject the service and property and did not

Unliquidated debt

-opposite of liquidated debt -amount of debt is not settled, fixed, agreed on, ascertained, or determined, and reasonable person may differ over the amount owned -acceptance of a lesser sum operates as satisfaction, or discharge, of the debt because there's a valid consideration -parties give up a legal right to contest the amount in dispute

E-contracts- provisions to include

-the offeror (seller) controls the offer and the resulting contract -seller should anticipate the terms he/she wants to include in contract and provide for them in the offer -at minimum, an online offer must contain these provisions 1. acceptance of terms- buyer agrees to term of offer 2. payment-specify how payment for the goods must be made 3. return policy-seller's refund and return policies 4. disclaimers- disclaimer of liability for certain uses of the good 5. limitation on remedies- specifies the remedies available to the buyer if goods are found to be defective or if contract is otherwise breached. Limitations should be spelled out 6. Privacy Policy- how the seller will use the information gathered on the buyer 7. Dispute Resolutions- provision relating to dispute settlements

Situations in which intent may be lacking

1. Expression of opinion 2. Statement of future intent 3. preliminary negotiations- a request or invitation to negotiate 4. Invitation to bid- bids that are submitted are offer 5. Advertisement and price lists- are invitation to negotiate 6. Live and online auctions- in live auctions, bidders is the offeror and offer is accepted once auctioneer strikes the hammer

These elements are required for promissory estoppel to apply

1. There must be a clear and definite promise 2. The promisor should have expected that the promisee would rely on the promise 3. The promisee reasonably relied on the promise by acting on or refraining from some act 4. The promisee's reliance was definite and resulted in substantial detriment 5. enforcement of the promise is necessary to avoid injustice -if requirements are met, a promise may be enforced even though it's not supported by consideration -the promisor will be estopped(prevented) from asserting the lack of consideration as a defense

objectives facts of a contract

1. What the party said when entering into the contract 2. How the party acted or appeared(intent may be manifested by conduct as well as oral or written words) 3. The circumstances surrounding the transaction

Settlement of claims-3 types

1. accords and satisfaction 2. Release 3. Covenant not to sue

4 requirements that must be met before a valid contract exists

1. agreement- an agreement to form a contract includes an offer and an acceptance 2. consideration- any promises made the parties to contact must be supported by legally sufficient and bargained for consideration(something of value received or promised, such as money, to convince a person to make a deal) 3. Contractual Capacity-Both parties entering into contract must have contractual capacity to do so. Must be competent parties 4. Legality- contract's purpose must be legal and not against public policy

all rights are assigned in assignment except in certain circumstances

1. assignment is prohibited by statute 2. contract is personal 3. assignment significantly changes the risk or duties of the obligor( the person contractually obligated to perform) 4. the contract prohibits assignment

contracts can be unconscionable on two grounds

1. procedural- involves inconspicuous print, unintelligible language, or lack of an opportunity to read the contract and ask question about its meaning 2. substantive- contracts, or portions of it are oppressive/ overly harsh

3 elements necessary for an offer to be effective

1. the offeror must have serious intention to become bound by the offer 2. the terms of the offer must be reasonably certain, so the parties and the court can ascertain the terms of the contract 3. the offer must be communicated to the offeree

all duty can be delegated except in certain circumstances

1. when special trust has been placed in the obligor 2. when performance depends on persona skills/talent of the obligor 3. when performance by a third party will vary materially from that expected by the obligee(person to whom obligation is owned) under contract 4. when the contract expressly prohibits delegations by including an anti-delegation clause

Types of contract

Bilateral vs Unilateral Formal vs Informal Express vs Implied Executed vs Executory Enforceable vs Unenforceable

contracts in restraint of trade

US has strong policy in favoring competition in economy -anticompetitive agreements are unenforceable as they are contrary to public policy -exception is made when restraint is reasonable and included in an ancillary (secondary/subordinate) clause in a contract -covenant not to compete and the sale of an ongoing business -covenant not to compete in employment contracts -enforcement issues

privity of contract

a contract is a private agreement between the parties who have rights and liabilities under the contract -a third party normally don't have rights under that contract

Mixed contracts with express and implied terms

a contract may be a mixture of an express contract and an implied contract -contract may contain some express terms and some implied terms

legality

a contract to do something prohibited that is prohibited by federal or state statutory law is illegal and, as such void from the onset and unenforceable -contract committing tortious action also unenforceable

Usury

a lender who makes a loan at an interest rate above the lawful maximum commits this -most states simply limit interest lenders can collect to legal maximum rates -exceptions may be allowed for some business transactions

authorized means of acceptance

a means of communicating acceptance can be expressly authorized by the offeror or impliedly authorized by facts and circumstances of the situation -acceptance sent by means not expressly or implied authorized not effective until it's received by the offeror -when offeror specifies how acceptance should be made, express authority is said to exist -contract not formed unless offeree uses that specific mode of acceptance -if offeror does not authorize a certain of acceptance, then it can be made by any reasonable means

counteroffer

a rejection of the original offer and the simultaneous making of a new offer -mirror image rule

Termination by operation of law-supervening illegality

a statute or court decision that makes an offer illegal automatically terminates the offer

voidable contract

a valid contract but one that can be avoided at the option of one or both of the parties -party having the option can elect either to avoid any duty to perform or to ratify (make valid) the contract. If contract is avoided, both parties are released from it. If it's ratified, both parties must fully perform their respective legal obligations -minors, intoxicated, and mentally incompetent person may be voidable

The mailbox rule

acceptance takes effect at the time the offeree sends/delibers the communication via the mode expressly or impliedly authorized by the offeror -aka deposited acceptance rule, if authorized mode of communication is in the mail, an acceptance takes place when it's received by the offeror (in control by UPS) -don't apply to telephone, fax, email, or face to face -for email, both parties must accept

contracts to commit a crime

all contracts to commit a crime are in violation of a statute -sometimes, the object or performance of a contract is rendered illegal by a statute after the parties entered into the contract. In that situation, contract is considered discharged by law

Bargained-for exchange

an item of value must be given or promised by the promisor(offeror) in return for the promisee's promise, performance, or promise of performance

Termination by operation of law-destruction, death, or incompetence

an offer is automatically terminated if the specific subject of the offer (smartphone/house) is destroyed before the offer is accepted -if offeror/offeree dies or is legally incapacitated, and offeree's power of acceptance is also terminated, unless offer is irrevocable

Dispute Settlement Provisions

an offer might include an arbitration clause specifying that any dispute arising under the contract will be arbitrated in a designated forum -parties might also select the forum and the law that govern any disputes -the same contract may include arbitration, forum selection, and choice of law clauses

offer- definiteness of terms

an offer must have reasonable definite terms so that a court can determine if a breach has occurred and give an appropriate remedy -specific terms depends on the type of contract

Browse-wrap terms

can appear in a transaction conducted over the internet -don't require the buyer or user to assent to the terms before downloading/ using certain software

offer- preliminary agreements

can constitute a binding contract if the parties have agreed on essential terms and no disputed issues remain to be resolved -if parties agree on certain major terms but have other terms up for further negotiation, a preliminary agreement is not binding

Consideration-legally sufficient value

consideration must be something of value in the eye of the law and may consist of 1. a promise to do something that has no prior legal duty to do 2. the performance of an action that one is otherwise not obligated to undertake 3. the refraining from an action that for has a legal right to undertake(undertake) consideration in bilateral contracts normally consist of a promise in return for a promise -in a contract for the sales of good, the seller promises to ship specific goods to the buyer and buyer promises to pay fro the good. Each of the promises constitute consideration for the contract -in unilateral contract, there is a promise in return for a performance/action

Intoxication-Contractual Capacity

contract entered by an intoxicated person can be either voidable or valid -if the person was sufficiently intoxicated to lack mental capacity, the the agreement may be voidable, even if intoxication was purely voluntary -if a contract is voidable because one party was intoxicated, that person has the option of disaffirming it while intoxicated and for a reasonable time after becoming sober -if, despite intoxication, the person understood the legal consequences of the agreement, the contract will be enforceable -courts rarely permits contracts to be avoided due to intoxication, severe impairment to the point of not understanding legal consequence difficult to prove

Release

contract in which one party forfeit the rights to pursue a legal claims against the other party - bars any further recovery stated in the release -release will be binding if it meets the following requirements 1. the agreement is maid in good faith (honestly) 2. the release contract is in a signed writing (required in many states) 3. contract is accompanied by consideration

Executed contract

contract that has been fully performed on both sides

Executory contract

contract that has not been fully performed by the parties -if one party has fully performed but the other has not, the contract is said to be executed on the one side and executory on the other, but the contract is still classified as executory

Form- the writing contract

contract that is otherwise valid may still be unenforceable if it's not in the proper form -writing requirement means it needs to be in writing or evidenced by a memorandum or electronic record -exchange of email that evidences the parties' agreement usually is sufficient, provided that they are "signed" or agreed to, by the part against whom enforcement is sought -every state has a statute that stipulates what types of contract must be in writing, often refereed to as the statute of frauds

Discriminatory contracts

contracts in which party promises to discriminate on the basis of race, color, national origin, religion, gender, age, or disability are contrary to both statute and public policy -unenforceable

Mental incompetence

contracts made by mentally incompetent persons can be void, voidable, or valid -court that previously determine that a person is mentally incompetent, any contract made by that person is void- no contract exist -must be a guardian appointed by the court to dorm a contract on person's behalf -contract is voidable if the person didn't know he/she was entering a contract or lacked the mental capacity to comprehend its nature, purpose, and consequences -contract entered by a mentally incompetent person has capacity at the time contract was formed -some people have lucid intervals-temporary periods of sufficient intelligence, judgement, and will. During intervals, they'll be considered to have legal capacity to enter into contracts

contract contrary to public policy

contracts that are unenforceable as they have negative impact on society

Formal contracts

contracts that require a special form or method of creation(creation) to be enforceable -examples is negotiable instruments which include checks, drafts, bills of exchange, promissory notes,.... - also include letters of credit

courts enforcement of exculpatory clauses

courts enforces exculpatory clauses if they are reasonable, don't violate public policy, and don't protect parties from liability from intentional conduct -language used can't be ambiguous, and the parties must have been in relatively equal bargaining position

Click-on agreement

courts have concluded the act of clicking on a box labeled "I accept" or "I agree" can indicate acceptance of an online offer -law does not require that the parties have lead all of the terms in a contract for it to be effective

Shrink-wrap agreements and enforceable contract terms

courts have reasoned that by including the terms with the product, the seller proposed a contract. A buyer's failure to object to terms contained within a shrink-wrap software package may constitute an acceptance of the terms by conduct

Shrink wrap terms that may not be enforced

courts have refused to enforce certain terms because the buyers didn't expressly consent to them. Important factor is when parties formed their contract -if buyer orders a product over the phone, and isn't informed of an arbitration clause/forum selection clause at the time, the buyer clearly has not expressly agreed to these terms. If buyer discovers the clause after the parties have into a contract, a court may conclude that those terms were proposals for additional terms and were not part of the contract

Unconscionable contracts or clauses

courts usually don't look at the fairness/ equity of a contract -however, some bargains are so oppressive that courts relive innocent parties of part or all of their duties- these bargains are deemed unconscionable -cont

covenant not to compete and the sale of an ongoing business

covenant not to compete-restrictive covenant (promise) -"merchant sells a store agrees not to open a new store in a certain geographical area surrounding the old business" -needs to be reasonable and an ancillary part of the sale of an ongoing business

option contract

created when an offeror promises to hold an offer open for a specified period of time in return for a payment(consideration) given by the offeree

accords and satisfaction

debtor offers to pay and creditor accepts, a lesser amount than the creditor claimed was owned -accord is the agreement -in accord, one party undertakes to give or perform, and other to accept, in satisfaction of a claim, something other than that on which the parties originally agreed -satisfaction- the performance(payment) that takes place after accord is executed -no satisfaction unless there's first an accord. Also the amount of the debt must be in dispute

Consideration

defined as value given in return for a promise(bilateral contract) or in return for a performance (unilateral contract) -the inducement, price, or motive that cause a party to enter into an agreement -broke into two parts 1. something of legally sufficient value in exchange for the promise 2. there must be a bargained- for exchange

The objective theory of contracts

determines intent, not by personal/subjective intent, or belief, of a party -party intentions to enter into contract is judges by objective facts -facts interpreted by a reasonable person

Covenant not to sue

does not always bar further recovery-unlike a release -the parties simply substitute a contractual obligation for some other type of legal action based on a valid claim

Federal law on e-signatures and e-documents

e-sign act- electronic signature as valid as one on paper -contracting party must have agreed to use electronic signatures -electronic document be in a form that can be retained and accurately reproduced -E-sign Act don't apply on court papers, divorce decrees, evictions, foreclosures, health-insurance terminations, prenuptial agreements, and wills

E-contracts

electronic contracts -must meet(agreement, consideration, contractual capacity and legality) aka basic requirements of a contract -online contract-formed for both selling and licensing -sell of software involves a license, or right to use the software -many online transaction are between licensor or licensee

Defenses to enforceability of a contract

even if all 4 requirements of a valid contract are met, a contract may be unenforceable if the following requirements are not met. 2 defenses made are 1. voluntary consent- consent of both party must be voluntary. Contract formed under fraud, mistake, or other may not be enforceable 2. form-contract must be in whatever form the law requires. Some contracts must be in writing to be enforceable

enforcement issues in contracts in restraint of trade

laws governing enforceability of covenants not to compete vary significantly from state to state -depending on the jurisdiction, courts will reform covenant not to compete -courts usually resort to contract reformation only when necessary to prevent undue burdens or hardships

preexisting duty

promise to do what one already has a legal duty to do does not constitute legally sufficient consideration -preexisting legal duty may be imposed by law or may arise from previous contract -if a party is already bound by contract to perform a certain duty can't serve as consideration for a second contract -prevents extortion -unforeseen difficulty -rescission and new contract

offer

promise/ commitment to do or refrain from doing some specified action in the future

Past consideration

promises made in return for actions or event that have already taken place are unenforceable -bargained-for exchange is missing -can bargain for something to take place now or in the future but not something that has already taken place -past consideration=no consideration -an employer will often ask a new employee to sign a noncompete agreement or covenant not to compete -the employee agrees not to compete with the employer for a certain period of time after the employment relationship ends -current employee can't sign a noncompete agreement as he/she is already employed and there is not sufficient consideration

Exculpatory clauses

releases a party from liability in the event of monetary or physical injury no matter who is at fault -violation of public policy - courts enforcement of exculpatory clauses

mirror image rule

requires the offeree's acceptance to match the offeror's exactly. Any change in, or addition to, the terms of the original offer automatically terminates the offer and substitutes the counteroffer, which does not need to be accepted

Termination of action of the offeror

revocation offer can be revoked unless it's irrevocable -revocation must be communicated to the offeree before the offeree accepts -revocation may be accomplished by either of the following 1. express repudiation of the offer 2. performance of acts that are inconsistent with the existence of the offer and are made known to the offeree (selling the offered property to another person in the offeree's presence) -in most states, a revocation becomes effective when the offeree or the offeree's agent actually receives it -an irrevocable offer is an option contract

Online offers

sellers doing business on the internet can protect themselves against contract disputes and legal liability by creating offers that clearly spell out the terms that will govern their transactions if the offers are accepted -contract must be in a readable format- provisions reasonably clear -important terms should e conspicuous and easy to view

Intention of an offer

serious intent is determined by what a reasonable person in the offeree's position would conclude that the offeror's words and action meant

Silence as acceptance

silence/inaction only operate as acceptance if offeree has a duty to speak or when offeree had prior dealings with the offeror

Termination of the offer

the communication of an effective offer to an offeree gives the offeree the power to transform the offer into a binding, legal obligation (a contract) by an acceptance. Power of acceptance can be terminated by action of the parties or by operation of law

iNTO

the legal ability to enter a contractual relationship -capacity is lacking/questionable if a person is young/mentally incompetent

disaffirmance

the legal avoidance, or setting aside, of a contractual obligation

Online Acceptance

the restatement(seconds) of contracts, which is a compilation of common law contract principles, states that parties may agree to a contract "by written or spoken words or by the other action or by failure to act" -The Uniform Commercial Code(UCC), which governs sales contracts, has a similar provision -the courts have used these provisions in determining what constitute an online acceptance

Shrink-wrap agreement

the terms are expressed inside the box in which the goods are package -shrink-wrap-plastic that covers that box -most of the time, this agreement is between the manufacturer of the hardware/software and the ultimate buyer-user of the product. Terms generally concern warranties, remedies, and other issues associated with use of product

assignment -Third party rights

the transfer of contractual rights to a third party -the party assigning the right is the assignor, party receiving the rights are the assignee -when rights under a contract are assigned unconditionally, the rights of the assignor are extinguished

Rescission and new contract - preexisting duty

the unmaking of a contract as to return the parties to the positions they occupied before the contract was made -difficult to determine if there was consideration for the new contract, or whether the parties had a preexisting duty under the previous contract. If court finds there was a preexisting duty, the new contract will be invalid because there was no consideration

statute of frauds

these contracts need to be in writing evidenced by a memorandum or electronic record 1. contracts involving interests in land 2. contracts that can't be by their terms be performed within one year from the day after the date of formation 3. collateral, or secondary, contracts such as promises to answer for the debt of another and promises by the administrator or executor of an estate to pay a debt of estate personally- out of his/her pocket 4. Promises made in consideration of marriage 5. Under the Uniform Commercial Code, contracts for the sale of goods priced at 500 dollars or more

incidental beneficiary

third person who receives a benefit from a contract even though that person's benefit is not reason contract is made -has no legal rights in contract, can't sue

offer- agreement to agree

traditionally not considered to be a binding contract -modern view is that agreements to agree may be enforceable agreements(contracts) if it's clear that the parties intended to be bound by the agreement

acceptance

voluntary act by the offeree that shows assent(agreement) to the terms of an offer -can consist of words or conduct -must be unequivocal and be communicated to the offeror -generally, a person whom the offer is made/person's agent are the only people who can accept offer and create a binding contract

Third part beneficiaries

when the original parties to the contract agrees that the contract performance should be rendered to or directly benefit a third person, the third person becomes an intended third party beneficiary -as the intended beneficiary of the contract, the third party has legal rights and can sue promisor directly for breach of the contract -incidental beneficiary

Licensing stautues

whether a contract with unlicensed person is legal and enforceable depends on the purpose of the licensing statute -if the statute's purpose is to protect pubic from unauthorized practitioners (attorneys, electricians, etc), then a contract involving unlicensed practitioners is illegal and unenforceable -if statutes purpose is to raise government revenue,, a court may enforce the contract and fine the unlicensed person -contract contrary to public policy