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Contract Law Fundamentals

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Consideration

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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 100forAnasbikeisconsideration.100 for Ana's bike is consideration.

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Offer

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An offer is a promise to act or perform in a specified manner if accepted. Example: Ana offers Bob to buy her bike for 100.100.

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Mutuality of Obligation

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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.

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Acceptance

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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.

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Capacity

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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.

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Free Consent

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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.

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Certainty and Completeness of Terms

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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.

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Remedies for Breach of Contract

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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.

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Legality

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The contract's purpose and terms must not violate the law. Example: A contract for selling illegal drugs is not enforceable.

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Condition Precedent

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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.

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Novation

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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.

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Statute of Frauds

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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.

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Discharge by Agreement

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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.

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Discharge by Frustration

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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.

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Implied Terms

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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.

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Assignment of Contract

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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.

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Liquidated Damages

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A predetermined amount of money one party will pay to the other in case of a breach. Example: Contract states Bob must pay Ana 20ifheslatewiththebikepayment.20 if he's late with the bike payment.

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Conditions

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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.

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Breach of Contract

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Occurs when one party fails to fulfill their contractual obligations. Example: Bob fails to pay Ana the agreed amount for the bike.

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Formalities

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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.

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Privity of Contract

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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.

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Discharge by Performance

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Occurs when all parties fulfill their contractual obligations. Example: Bob pays for the bike, and Ana delivers it.

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Exclusion Clauses

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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.

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Injunction

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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.

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Discharge by Breach

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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.

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Intention to Create Legal Relations

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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.

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Warranties

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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.

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Express Terms

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The specifically stated provisions within a contract. Example: Delivery date, payment amount, and specific services are expressed in a contract.

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Third-Party Beneficiary

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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.

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Specific Performance

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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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