Legal Environment of Business Exam 4a
Harvey vs. Dow========
"Teresa's reliance on the Dows' general promise to give her land at some time, when coupled with their affirmative actions in allowing her to build a substantial house on a particular price of their land, would seem to be eminently foreseeable and reasonable. From those actions, a promise by the Dows to convey that specific site could be fairly implied. Neither the absence of an explicitly articulated promise nor the absence of consideration is a bar to enforcing that promise." The supreme judicial court of Maine vacated the lower court's judgement and remanded the case for the entry of a judgement in Teresa's favor. The state's highest court held that the Dows showed a present commitment to transfer land to their daughter or to forgo a challenge to her ownership of it.
Bailey vs Kentucky Lottery Corp=======
"The purchase of a lottery ticket is the acceptance of an offer to contract and... the terms of the contract are the rules and regulations of the lottery." The online account rules required Bailey to keep his mailing address, telephone number, and other contact information current. The promotion rules provided that "[i]f the winner cannot be reached by phone within a seven (7) business day time period, ․ he or she will be disqualified, and the prize will be awarded to the first eligible alternate selected. . Bailey's ticket was drawn as the winner. However, the lottery could not reach Bailey at the only telephone number that he had provided in his online account.
David Noble vs Samsung=========
"Ultimately, the only manner in which a consumer could receive notice of the clause at issue here would be to read ninety-seven pages into the guide where the clause appears, or to happen upon page ninety-seven by luck.... Because the contractual provision here appears on the ninety-seventh page of a "Health and Safety and Warranty Guide" that gives no notice of something claiming to be a binding bilateral agreement and waiver of legal rights, we will not presume that consumers read or had notice of that purportedly binding agreement." -
Provisions of displaying an offer==========
-A clause that indicates what constitutes the buyer's agreement the terms of the offer. -A provision specifying how payment for the goods must be made -A statement of the seller's refund and return policies Disclaimers of liability for certain users of the goods -A provision specifying the remedies available to the buyer if the goods are found to be defective or if the contract is otherwise breached. -A statement indicating how the seller will use the information gathered about the buyer. -Provisions relating to dispute settlement
Interpretation of Contracts other rules=====
-A reasonable, lawful, and effective meaning will be given to all of a contract's terms as much as possible. -Contracts are interpreted as a whole. -Terms that are negotiated separately are given greater weight than standardized terms. -Words will be given their ordinary, commonly accepted meanings. -Specific wording given greater weight than general language. -Written or typewritten given greater weight than preprinted. -Ambiguous terms will be interpreted against the drafter. -Trade usage, prior dealing, and course of performance can be used to clarify the contract.
contract law importance====
-By supplying procedures for enforcing private contractual agreements, contract law provides an essential condition for the existence of a market economy. -Without a legal framework of reasonably assured expectations within which to make long-run plans, businesspersons would be able to rely only on the good faith of others. -Contract law is necessary to ensure compliance with a promise or to entitle the innocent party to some form of relief.
Nicosia vs Amazon=======
-Dean Nicosia (plaintiff) sued Amazon.com, Inc. (defendant) after buying pills from the website that contained a controlled substance removed from the market three years earlier. Amazon moved to dismiss on the ground that "Conditions of Use" on Amazon's website required arbitration -contained hyperlinked text which displayed the rules -By using any Amazon Service, you agree that applicable federal law, and the laws of the state of Washington, without regard to principles of conflict of laws, will govern these conditions of use and any dispute of any sort that might arise between you and Amazon. -Amazon won the case
distinguishing factors of contracts?====
-Formation -Performance -Enforceability
situations where intent is lacking?======
-Invitations to bid -Advertisements and Price Bids -Termination of the offer -Live and online auctions -expressions of opinion -statements of future intent
Scarlett Johansson v. Disney=======
-Scarlett Johansson's contract included a number of box office bonuses- possible additional payments based on how well a movie does -Movie would have "wide theatrical release" i.e, no less than 1500 screens, exclusively in theaters for 90~120 days* Black widow made $379M worldwide, $183M domestically, and $80M during its opening weekend Captain Marvel made $1.128B worldwide, $426 domestically, and $154.3M during its opening weekend -"We totally understand that Scarlett's willingness to do the firm and her whole deal is based on the premise that the film would be widely theatrically released like our other pictures. We understand that should the plan change, we would need to discuss this with you and come to an understanding as the deal is based on a series of (very large) box office bonuses." By the end of August 2021, Black widow had been pirated more than 20M times, resulting in an estimated loss of approximately $600M in revenue -Agreement: a meeting of two or more minds in regard to the terms of a contract, broken down into two events: offer and acceptance. -Offer: a promise or commitment to perform or refrain from performing some specified act in the future. Acceptance: a voluntary act by the offeree that shows assent (agreement) to the terms of the offer.Scarlett Johansson's contract included a number of box office bonuses- possible additional payments based on how well a movie does Movie would have "wide theatrical release" i.e, no less than 1500 screens, exclusively in theaters for 90~120 days* Black widow made $379M worldwide, $183M domestically, and $80M during its opening weekend Captain Marvel made $1.128B worldwide, $426 domestically, and $154.3M during its opening weekend
contract law purpose===
-Shows to what extent our society allows people to make promises or commitments that are legally binding -Distinguishes between promises that create only moral obligations and promises that are legally binding -Demonstrates which excuses our society accepts for breaking certain types of promises -Indicates which promises are considered to be contrary to public policy- against the interests of society as a whole- and therefore legally invalid
e contracts? laws that effect======
-The E-sign Act -The Uniform Electronic Transaction Act
Ueta? important highlights======
-The UETA does not apply to a transaction unless each of the parties has previously agreed to conduct transactions by electronic means. -The agreement may be explicit, or it may be implied by the conduct of the parties and the surrounding circumstances. -A person who has agreed to an electronic transaction can withdraw his or her consent and refuse to conduct further business electronically. -The parties can agree to opt out of all or some of them of the UETA. If an electronic record or signature is the act of a particular person, the record or signature may be attributed to that person. Example, if the person types his or her name at the bottom of an e-mail purchase order, the name qualifies as a "signature." State laws control if any issues arise relating to agency, authority, forgery, and contract formation. -The UETA encourages, but does not require, the use of security procedures (such as encryption) to verify changes to electronic documents and to correct errors. -If the parties agree to use a security procedure, and if one party does not follow the procedure and thus fails to detect an error, the party that followed procedure can legally avoid the effect of the error. When the parties have not agreed to use a security procedure, state laws will determine the effect of the error. -To avoid the effect of errors, a party must promptly notify the other party of the error and of his or his intent not to be bound by the error.
Lucy vs Zehmer factors that influenced the decision=====
-The offeror must have a serious intention to become bound by the offer. -The terms of the offer must be reasonably certain, or definite. -The offer must be communicated to the offeree.
Hamer vs Sidway (1891)======
-William E. Story, would at that time pay him, the said William E. Story, 2d, the sum of $5,000 for such refraining, to which the said William E. Story, 2d, agreed,' and that he 'in all things fully performed his part of said agreement.' -He asserts that the promisee by refraining from the use of liquor and tobacco was not harmed but benefited; that that which he did was best for him to do independently of his uncle's promise, and insists that it follows that unless the promisor was benefited, the contract was without consideration. -His uncle died, executor Sidway took control of the uncle's estate and did want to pay the nephew -Hamer (the person who represented Story) tried to get money but refused -New York State Supreme Court Ruling in favor of the plaintiff (Hamer), the Court held that the right to use and enjoy tobacco was a right that belonged to the nephew-promisee and was not forbidden by law. The abandonment of its use was a sufficient consideration to uphold the promise because such abandonment was the inducement for the promise. -Legal Theory: Forbearance
quasi contracts?=====
-a fictional contract imposed on both arties by the courts in the interests of fairness and justice -usually quasi contracts are imposed to avoid unjust enrichment of one party- based on the idea that one party shouldn't be allowed to profit or enrich themselves at the expense of another
statements of future intent?======
-a statement to do something in the future is not an offer
objectivity theory of contracts?======
-a theory under which the intent to form a contract will be judged by outward, objective facts as interpreted by a reasonable person, rather than a party's own subjective injunctions Objective facts may include: -what a party said entering into a contract -how the party acted or appeared -circumstances surrounding the transaction
termination of the offer explanation=======
-an offer can be terminated either by action of the parties of by operations of law
Common Law view on Contract Interpretation=====
-common law rules of contract interpretation have evolved over time and provide courts with guidelines for deciding disputes over how contracts should be interpreted
contract law function====
-contract law is designed to provide stability and predictability as well as certainty for both buyers and sellers in the marketplace -contract law assures that both parties to private agreements that the promises they make will be enforceable -in business agreements, the rules of contract law are often followed by potential disputes
executory contract?=======
-contract that has not yet been fully performed
preliminary agreements?========
-courts are starting to hold preliminary agreements as binding contracts if parties have agreed on terms and no disputed issues are present
online acceptances?=======
-courts have sometimes refused to enforce certain terms in shrink wrap agreements because buyer did not expressly consent to them -important factor: when did parties form contract: If the buyer discovers a clause, such as a forum-selection clause, after the parties have entered into a contract, a court may conclude that those terms were proposals for additional terms and were not part of the contract.
plain language laws?=====
-enacted by the federal government and a majority of states have helped parties understand and simplify the terminology used in contracts -common law rules of contract interpretation have evolved over time and provide courts with guidelines for deciding disputes over how contracts should be interpreted
e-signatures, different forms======
-encrypted digital signatures -names (intended as signatures) -clicks on a webpage for an e-signature to be valid, it must be in the form that can be retained and reproduced
offer definiteness of terms======
-generally a contract must have the following terms expressed in the contract or capable of being inferred from it: -the identification of parties -the identification of the object or subject matter of the contract (also the quantity) including the work performed, specific identification of goods, services provided -the consideration to be paid -the time of the payment, delivery, and performance
unforeseen difficulties?=======
-if during performance of a contract, extraordinary difficulties arise that were totally unforeseen at the time the contract was formed -the key is whether the court finds the modification is fair and equitable view that the circumstances were totally unforeseen
Mode and Timeliness of Acceptance======
-in bilateral contracts, acceptance is timely if it is made before offer is terminated -when not dealing F2F, mode of communication should be appropriate -To exercise the power of acceptance effectively, the offeree must accept unequivocally. An acceptance may be unequivocal even though the offeree expresses dissatisfaction with the contract. In this case, acceptance takes effect, thus completing the formation of the contract, at the time the offeree sends or delivers the communication via the mode expressly or impliedly authorized by the offeror.
objective theory of contracts=====
-in determining whether a contract has been formed, the element of INTENT is prime importance -in contract law, INTENT is determined by objectivity theory of contracts
communication?========
-offer must be communicated to the offeree. cannot agree to a contract if it does not exist
unilateral contracts?=====
-results when an offer can be accepted only by the offeree's performance of a given task X delivers a car to Y, who promises to pay X an agreed price -1 promise
Termination by Actions of Parties=======
-revocation of the offer by the offeror -rejection of the offer by the offeree -counteroffer by the offeree
intention?=======
-serious intent is determined by what a reasonable person in the offeree's position would conclude based on offeree's actions and words Plain English: would an average person think there is an actual offer
silence as acceptance=======
-silence cannot constitute acceptance, however, silence constitute an acceptance when offeree has had prior dealings with offeror
different sources of contract law===
-the common law governs all contracts exceot when it has been modified or replaced by statutory laws such as the Uniform Commercial code or by administrative regulations
acceptance?=========
-the offeree's notification to the offeror that the offeree agrees to be bound by the terms -takes effect at the time the offeree sends or delivers the communication via the mode expressly or impliedly authorized by the offeror.
UCC governs contracts relating to=====
-the sale of goods -the lease of goods
promissory estoppel requirements=======
-there must be a clear and definite promise -the promisor should have expected that the promisee would rely on promise -promisee reasonbly reliance was definite and resulted in detriment -promisee relied on receiving or refraining of some act -enforcement of the promise is necessary to avoid injustice If these requirements are met, a promise may be enforced even though it is not supported by consideration. The promisor will be estopped from asserting the lack of consideration as a defense.
legally sufficient value=======
-to be legally sufficient consideration must have something of value in the eyes of the law which may consists to the following
adequacy of consideration- when will courts interfere====
-when voluntary consent may be lacking Courts will inquire into the adequacy of consideration (if consideration is legally sufficient) when fraud, undue influence, duress, or lack of bargained-for exchange may be involved
requirements of a valid contract?======
1. Agreement: an agreement to form a contract includes an offer by one party into the agreement and an acceptance of the terms by another party 2. Consideration: any promises made by the parties to the contract must be supported by legally sufficient and bargained for consideration (something of value) received or promised such as money to convince the person to make a deal 3. contractual capacity: both parties entering into a contract must have contractual capacity to do so- that is, the law must recognize them possessing characteristics that qualify them as competent parties 4. Legality- the contract's purpose must be to accomplish some goal that is legal and not against policy
consideration requirement exceptions====
1. Promises that may be enforced despite lack of consideration 2. promises to pay debts barred by statutes of limitation 3. promises to make charitable contributions
release requirements====
1. The agreement is made in good faith (honestly). 2. The release contract is in a signed writing (required in many states). 3. The contract is accompanied by consideration.
legally sufficient value: requirements=====
1. a promise to do something that has no prior legal duty to do so (promise to do something you do not have to do) 2. the performance of an action is otherwise not obligated to undertake actually doing something you don't have to do 3.a forbearance not doing something you do not have to do
Termination by Operation of Law========
1. lapse of time-offer is terminated automatically when time exprires 2. destruction of the specific subject matter of the offer- subject matter of contract is destroyed leading to contract termination. Or offeror dies, becomes incapacitated; only offerree's death affect irrevocable contract 3. death or incompetence of the offeror or the offeree 4. supervening illegality of the proposed contract
defenses to the enforceability of a contract?====
1. voluntary consent: the consent of both parties must be voluntary -->if a contract was formed as a result of fraud, undue influence, mistake, or duress, the contract may not be enforceable 2. Form: the contract must be in whatever form the law requires examples: some contracts in writing may not be enforceable
requirements contract======
A buyer agrees to buy all of the goods the buyer requires and seller agrees to provide it. Buyer CAN increase but increase must be REASONABLY PROPORTIONATE compared to prior demands.
choice of law clause=========
A clause in a contract designating the law (such as the law of a particular state or nation) that will govern the contract.
executed contract?=======
A contract that has been completely performed by both parties.
promissory estoppel?========
A doctrine that applies when a promisor makes a clear and definite promise on which the promisee justifiably relies; such a promise is binding if justice will be better served by the enforcement of the promise. plain English: someone who has received and relied on a promise can enforce it under certain circumstances -originally applied to: promises of gifts or donations Latter, courts began to apply the doctrine to avoid inequality or hardship in other situations, including; Business transactions Some employment relationships Disputes among family members
promisor=====
A person who makes a promise.
promise?===
A person's assurance that he or she will or will not do something.
Charitable Subscriptions=======
A promise to make payment to a charitable organization; a pledge; it is enforceable even though the charity gives nothing in exchange. Traditionally, such promises were unenforceable because they are not supported by legally sufficient consideration; however, the modern view is to make exceptions to the general rule by applying the doctrine of promissory estoppel.
counteroffer======
A rejection of the original offer and the simultaneous making of a new offer create a counter-offer
browse-wrap terms?========
A term or condition of use that is presented when an online buyer downloads a product but does NOT have to agree before installing or using the product. (Not Enforceable)
Cincinnati Reds vs Testa=======
Adequacy of consideration
valid contract requirements====
Agreement-an offer by one party to enter into the agreement and acceptance of the terms by another party Consideration: any promises made by the parties to the contract must be supported by legally sufficient and bargained for consideration-something of the value received in the promise -contractual capacity: both parties must have contractual capacity to do so; that is the law recognizes them as possessing characteristics that qualify them as competent parties -Legality: contract's purpose must be to accomplish some goal that is legal and not against public policy
elements of a contractual agreement?=======
Agreement: a meeting of two or minds in regards to a contract, broken down in two events 1. an offer by one party to form a contract 2. an acceptance of an offer by the person to whom the offer is made -both parties must manifest their assent, or voluntary consent, to bargain ( does not have to be in writing) -once an agreement is reached, if other elements of the contract (consideration, capacity, legality) are met a valid contract is formed -creates enforceable rights between the parties
E-Sign act?======
Allows for electronic signatures on documents, borrower must have the technology available -"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." Record: information that is either inscribed on a tangible medium or stored in an electronic medium that is retrievable -Under the E-SIGN Act, an e-document can be as enforceable as a paper one. For an electronic document to be valid, it must be in a form that can be retained and accurately reproduced.
contract=========
An agreement that can be enforced in court; formed by two or more parties, each of whom agrees to perform or to refrain from performing some act now or in the future.
Settlement of Claims======
Businesspersons and others often enter into contracts to settle legal claims. Types of contracts to settle legal claims often include: accord and satisfaction, release, or covenant not to sue
Contract Law overview===
Contract law deals with, among other things, the formation and keeping of legally enforceable promises.
Express Terms Usually Given the Most Weight======
Express terms (terms expressly stated in the contract) are given the greatest weight, followed by course of performance, course of dealing, and custom and usage of trade—in that order. -Express Terms -Course of performance -Custom of usage of trade
contract rejection?========
If the offeree rejects the offer by words or conduct, the offer is terminated when the offeror receives notice of the rejection. Inquiry from the offeree about the "firmness" of an offer does not constitute rejection
advertisements and price lists?=======
In general, representations made in advertisements and price lists are treated as invitations to negotiate
revocation of an offer?==========
Revocation: The offeror's act of revoking, or with-drawing, an offer is known as revocation. -Unless an offer is irrevocable, the offeror usually can revoke the offer, as long as the revocation is communicated to the offeree before his or her acceptance. -Revocation may be accomplished by: -(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 -revocation valid after it is made known to offeree
Live and online actions======
Sellers "offer" goods for sale through an auctioneer or online auction website. This is not an offer to form a contract but an invitation asking bidders to submit offers (live auction) or to negotiate(online auctions
Online Offers========
Sellers doing business via 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.
Ambiguity (Plain Meaning Rule)=======
The -a court will consider a contract ambiguous or unclear in the following scenarios -when the intent of the parties cannot be determined from the language of the contract -when the contracts lack provision on the disputed term -when the term is susceptible to more than one interpretation -when there is uncertainty about a provision
UETA?========
The UETA has been adopted, at least in part, by forty-eight states, resulting in more uniformity among state laws governing electronic transactions. -The primary purpose of the UETA is to remove barriers to e-commerce by giving the same legal effect to electronic records and signatures as is given to paper documents and signatures.
Lucy vs. Zehmer========
The case in which the Virginia Supreme Court ordered a man to sell his farm based on a contract that had been hand-written on the back of a restaurant guest check, even though the seller claims the offer to sell was a joke, and he never intended to actually sell his farm, and that he was drunk at the time the offer was made. -"We must look to the outward expression of a person as manifesting his intention rather than t his secret and unexpressed intention... if Zehmer's words and acts, judged by a reasonable standard, manifest an intention to agree, it is immaterial what may be the real but unexpected state of his mind."
supervening illegality?========
The enactment of a statute, regulation, or court decision that makes the object of an offer illegal. This action terminates the offer.
invitations to bid?========
The invitation for contractors to submitbids is not an offer, but the bids that con-tractors submitare offers
unequivocal acceptance?==========
To exercise the power of acceptance effectively, the offeree must accept unequivocally. An acceptance may be unequivocal even though the offeree expresses dissatisfaction with the contract. Example: "I accept the offer, but can you give me a better price?" An acceptance cannot impose new conditions or change the terms of the original offer; otherwise, it becomes a counteroffer, which is a rejection of the original offer. Example: "I accept the offer but only if I can pay on ninety days' credit."
LLC v. Nike, Inc.========
To succeed in a trademark infringement action, the owner must show that the defendant's use of the mark created a likelihood of confusion about the origin of the defendant's goods or services. Nike would not raise against Already or any affiliated entity any trademark or unfair competition claim based on any of Already's existing footwear designs, or any future Already designs that constituted a "colorable imitation" of Already's current products. "Already's actions... no longer infringe or dilute the NIKE Mark at a level sufficient to warrant the substantial time and expense of continued litigation." "Given the covenant's broad language, and given that Already has asserted no concrete plans to engage in conduct not covered by the covenant, we can conclude that the case is moot because the challenged conduct cannot reasonably be expressed to recur." Nike sued Already for trademark infringements. Already filed a counterclaim, contending that the Nike trademark was invalid. While the suit was pending, Nike issued a covenant not to sue, promising not to raise any trademark claims against Already. Nike then filed a motion to dismiss its own claims and to dismiss Already's counterclaim. Already opposed the dismissal of its counterclaim Decision: The court granted Nike's motion, Already appealed. The U.S. Court of Appeals for the Second Circuit affirmed. Already appealed again; Supreme Court affirmed the judgment of the lower courts
A debtor who promises to pay a previous debt even though recovery is barred by the statute of limitations makes an enforceable promise. The promise needs no consideration In effect, the promise extends the limitations period, and the creditor can sue to recover the entire debt or at least the amount promised. (t or f)=====
True
-Under the E-SIGN Act, an e-document can be as enforceable as a paper one. For an electronic document to be valid, it must be in a form that can be retained and accurately reproduced.=====
True; For an electronic document to be valid, it must be in a form that can be retained and accurately reproduced. Exceptions: Court papers Divorce decrees Evictions Foreclosures Health-insurance terminations Prenuptial agreements Wills
International treaties affecting contracts======
United Nations Convention on the Use of Electronic Communications: -Improves commercial certainty by determining an Internet user's location for legal purposes. -Establishes standards for creating a functional equivalence between electronic communications and paper documents. -Provides that e-signatures will be treated as the equivalent of signatures on paper documents.
Release?=====
a contract in which one party forfeits the right to pursue a legal claim against the other party. It bars any further recovery beyond the terms stated in the release
e-contract?==========
a contract that is entered into in cyberspace and is evidenced only by electronic impulses (such as those that make up a computer's memory), rather than, for example, a typewritten form. -has same format as written contract -agreement, consideration, contractual capacity, and legality -disputes revolve around contract terms and whether parties actually agree
promissory estoppel?======
a doctrine that applies when a promisor makes a clear and define promise on which the promisee justifiably relies
promisee===
a person whom a promise is made
offer?======
a promise or commitment to perform or refrain from performing some specified act in the future -party making offer is offeror -party receiving offer is offeree -offeree's acceptance makes contract legally binding
preexisting duties?======
a promise to do what one already has a legal duty to do does not constitute legally sufficient consideration
Forum selection clauses?=========
a provision in a contract designating the court, jurisdiction, or tribunal that will dispute the dispute
rescission?========
a remedy whereby a contract is canceled to the positions where they occupied before the contract was made -sometimes a parties rescind a contract and make a new contract - [ ] When this occurs it is often difficult to determine whether there was consideration for the new contract, or whether the parties had a preexisting duty under the previous contract - [ ] If a court finds there was a preexisting duty then the new contract will be invalid because there was no consideration
preliminary negotiations?=========
a request or invitation to negotiate is not an offer but an expression of willingness to discuss the possibility of entering into a contract
mailbox rule?========
a rule providing that an acceptance of an offer becimes effective on dispatch Ex., if the authorized mode of communication is the mail, then acceptance becomes valid when it is placed in the control of the U.S. Postal Service. -not applied to emails
Statutes of limitation======
a statute establishing a time limit for suing in a civil case based on the date when the claim accrued
Statutes of Limitations=======
a statute establishing a time limit for suing in a civil case, based on the date when the claim accrued (as when the injury occurred or was discovered). -plain English: how long before the party can sue Concept: The concept behind statutes of limitations is that after a specified period of time, a matter is stale since both witnesses and evidence will be hard or impossible to locate, and if there was real harm, the plaintiff would have bought the action more promptly -statutes of limitations requires in all states to require a creditor to sue within a specified period of time -failure to sue in time leads to recovery for consideration to be barred
accord and satisfaction?=====
accord and satisfaction is an agreement for payment between two parties one of whom has a right of action against another -the accord is an agreement -In the accord, one party undertakes to give or perform, and the other to accept, in satisfaction of a claim, something other than that on which the parties originally agreed. -Satisfaction is the performance (usually payment) that takes place after the accord is executed. -After the payment has been accepted or another performance has been made, the "accord and satisfaction" is complete, and the obligation is discharged.
agreements to agree?=======
agreements to agree may be enforceable agreements (contracts) if it is clear that parties intended to be bound by agreements
shrink wrap agreements?========
agreements whose terms are expressed in a document located inside a box in which goods are packaged -party who opens to box is told that he or she agrees to the terms by keeping whatever is in the box -The terms generally concern warranties, remedies, and other issues associated with the use of the product. -courts should enforce these like any other contract -buyer could accept this contract by using the product after reading the terms
partnering agreements==========
an agreement between a seller and buyer who frequently do business with each other on terms and conditions that will apply to future formed electronic contracts -reduces the likelihood that contract disputes will occur because the parties agree in advance -If a dispute does arise, a court or arbitration forum will be able to refer to the partnering agreement when determining the parties' intent.
click on agreements==========
an agreement that arises when a buyer engaging in a transaction on a computer indicates his or her assent to be bound by the terms of an offer by clicking on a button ex: "i agree to terms of service" -law does not require that the parties read all terms for contract to be effective -clicking "I agree" is enough
click-on agreement?===========
an agreement that arises when a buyer, engaging in a transaction on a computer, indicates his or her assent to be bound by the terms of an offer by clicking on a button that says "I agree"; referred to as a click on license
covenant not to sue======
an agreement to substitute a contractual obligation for some other type of legal action based on a valid claim
covenant not to sue========
an agreement to substitute a contractual obligation for some other type of legal action based on a valid claim
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."
expressions of opinion?=======
an expression of opinion is not an offer nor does it indicate an intention to enter a binding agreement
Every contract involves at least two parties=====
an offeror (person receiving an offer) and an offeree (person to whom an offer is made)
bargained-for exchange?======
consideration must provide the basis for the bargain struck between the contracting parties -parties must bargain for the consideration -That is, the item of value must be given or promised by the promised in return for the promisee's promise, performance, or promise of performance
extrinsic evidence?=======
evidence that related to a contract but it is not contained within the document including the testimony of the parties, witnesses, and additional documents and communication
extrinsic evidence=======
evidence that relates to the contract but contains information not present in the document itself, including the testimony of parties, witnesses, and additional documents and communication -extrinsic evidence is only considered when the contract is deemed to be ambiguous
Communication of acceptance======
nature of contract affects a notification of contract acceptance - With a unilateral contract, acceptance is evident and notification is not necessary. - With a bilateral contract, communication of acceptance is necessary because of mutual exchange of promises.
bilateral contracts?=======
promise for a promise -arises when a promise is given in exchange for a promise -X promises to deliver a car to Y, and Y promises to pay X an agreed price) -2 promises
Hague Convention on the Choice of Court Agreements========
provides more certainty regarding jurisdiction and recognition of judgments by other nation's courts, thereby facilitating both offline and online transactions.
Displaying the offer=======
seller's website should include a hyperlink text to a page containing full contract so that potential buyers are made aware of terms
common law governs contracts for:====
services, real estate, employment, insurance
adequacy of consideration rule?========
the amount or equality of consideration does not affect its legal adequacy so long as it is: • not grossly disproportionate compared to the other side's consideration Normally, a court will not question the adequacy of consideration based solely on the comparative value of the things exchanged; the items do not need to be of direct economic or financial value to be considered legally sufficient consideration -courts leave it up to the parties to decide what something is worth and parties bargain it
Interpretation of Contracts=====
the ascertainment of the meaning of a promise or agreement or a term of the promise or agreement
irrevocable contract?=========
the contract cannot be canceled. -an option contract is created when the offeror promises to hold an offer open for a specified time period in return for a payment given by the offeree. An option contract takes away the offeror's power to revoke an offer
output contract?=======
the seller agrees to sell and the buyer agrees to buy all or up to a stated amount of what the seller produces
forbearance?=====
when the lender may legally foreclose due to default but chooses not to
illusory Promises========
when the promisor has the option to cancel the contract before the performance has begin the promise is illusory