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Contract Law Fundamentals
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Consideration
Consideration is the value that induces the parties to enter into a contract. It can be money, an act, or forbearance. Example: Bob's payment of
Offer
An offer is a promise to act or perform in a specified manner if accepted. Example: Ana offers Bob to buy her bike for
Mutuality of Obligation
Both parties must be bound to perform their obligations or neither is bound. Example: If Ana is obliged to sell the bike only if Bob pays, then Bob must pay to enforce Ana's obligation.
Acceptance
Acceptance is the unqualified agreement to the terms of the offer. Example: Bob accepts Ana's offer to buy the bike by stating his unequivocal agreement.
Capacity
Parties must have the legal ability to enter into a contract. Minors, intoxicated persons, or mentally impaired may have limited capacity. Example: A contract with a minor may be voidable.
Free Consent
Agreement must be made without coercion, duress, undue influence, misrepresentation, or mistake. Example: A contract signed under threat is not entered into with free consent.
Certainty and Completeness of Terms
The contract terms must be clear enough that the parties understand their obligations. Example: A contract to sell a car where the make, model, and price are specified.
Remedies for Breach of Contract
Solutions to rectify a breach, such as damages, specific performance, or injunction. Example: Court orders Bob to pay Ana damages for not purchasing the bike.
Legality
The contract's purpose and terms must not violate the law. Example: A contract for selling illegal drugs is not enforceable.
Condition Precedent
An event that must occur before a party's performance is required. Example: Bob must first secure a loan before Ana must transfer the bike.
Novation
The substitution of a new contract or party for an old one. Example: Ana sells her contract rights to a new buyer, Carlos, who agrees to buy the bike from Bob.
Statute of Frauds
A legal principle that requires certain contracts to be written and signed. Example: Contracts for the sale of land must generally be in writing do to the Statute of Frauds.
Discharge by Agreement
Parties agree to end their contractual obligations. Example: Ana and Bob mutually agree to withdraw from their contract of sale before the bike is exchanged.
Discharge by Frustration
A contract is automatically terminated when unexpected events make it impossible to fulfill. Example: If Ana's bike is stolen before she can deliver it to Bob, the contract is frustrated.
Implied Terms
Terms that are not expressly stated but are assumed to exist due to the nature of the contract or the relationship of the parties. Example: An employer's duty to provide a safe working environment.
Assignment of Contract
The transfer of contractual rights to a third party. Example: Bob, who can't buy the bike right now, transfers his right to purchase it to Carlos.
Liquidated Damages
A predetermined amount of money one party will pay to the other in case of a breach. Example: Contract states Bob must pay Ana
Conditions
Major terms that are fundamental to the contract. Breach may warrant termination of the contract. Example: Delivery on a set date could be a condition in a supply contract.
Breach of Contract
Occurs when one party fails to fulfill their contractual obligations. Example: Bob fails to pay Ana the agreed amount for the bike.
Formalities
Some contracts need to meet certain formal requirements to be enforceable, such as being in writing. Example: Real estate contracts are generally required to be in writing due to the Statute of Frauds.
Privity of Contract
Only the parties to a contract can sue or be sued on its terms. Example: Bob cannot be sued by Ana's friend for a breach of contract between Ana and Bob.
Discharge by Performance
Occurs when all parties fulfill their contractual obligations. Example: Bob pays for the bike, and Ana delivers it.
Exclusion Clauses
Sections within a contract that aim to limit or exclude liability for certain breaches or situations. Example: A parking lot ticket that limits the facility's liability for damage to vehicles.
Injunction
A court order to a party to do or to refrain from doing a certain act. Example: A court prohibits Bob from selling a trade secret that he obtained from Ana under a confidentiality agreement.
Discharge by Breach
The failure to perform an obligation results in the termination of the contract. Example: If Bob fails to make payment as agreed, Ana can cancel the contract.
Intention to Create Legal Relations
Parties must intend to enter a legally binding agreement. Social or family agreements are typically presumed not to hold this intention. Example: A casual promise between friends may not be enforceable.
Warranties
Lesser contractual terms which do not go to the heart of the agreement. Breach leads to damages but not contract termination. Example: Ana warrants the bike's tires are new; if not, she must pay for replacements but the sale still proceeds.
Express Terms
The specifically stated provisions within a contract. Example: Delivery date, payment amount, and specific services are expressed in a contract.
Third-Party Beneficiary
Someone who was not part of the contract but stands to benefit from it. Example: Ana's contract with Bob includes a clause benefiting Ana's charity.
Specific Performance
A remedy requiring the breaching party to perform the agreement's specific duties. Example: A court orders Bob to buy the bike as per the original contract terms with Ana.
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