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Contract Law: Theories and Doctrines

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Misrepresentation

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Misrepresentation is a false statement of fact made by one party to another, which induces the other party to enter into a contract. Depending on the nature of the misrepresentation, the contract may be void or voidable. This concept is important for maintaining honesty during negotiations.

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Intention to Create Legal Relations

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This doctrine posits that parties must intend for their agreement to be legally binding. Without such intent, no legal obligations can arise. It distinguishes social and domestic agreements from those meant to be legally enforceable.

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The Parol Evidence Rule

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This rule limits the use of extrinsic evidence to interpret or add terms to a written contract. It emphasizes the importance of written agreements and prevents parties from altering a contract with oral or implied mandates. This rule assures contract stability and predictability.

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Offer and Acceptance

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An offer is a clear statement of terms on which the offeror is prepared to do business, and an acceptance is an unequivocal agreement to those terms. This forms a binding contract. They are significant because they establish the mutual consent necessary for a valid contract.

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Privity of Contract

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This doctrine states that only parties to a contract are bound by it and can enforce its terms. Its significance lies in restricting the rights to action upon a contract to those who are actual parties, though some exceptions exist.

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Consideration

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Consideration is something of value given by both parties to a contract that induces them to enter into the agreement. Significance lies in it being a requisite for the formation of a contract, demonstrating that the parties have something at stake.

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Duress

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Duress occurs when one party compels another to enter into a contract through threats or harm, rendering the contract voidable. It protects against coercion, maintaining the freedom of consent within the contracting process.

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Capacity

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Capacity refers to the legal ability of parties to enter into a contract. Minors, intoxicated persons, or mentally disabled individuals may lack capacity, rendering the contract voidable at their discretion. Its significance is in protecting certain groups from exploitation.

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The Doctrine of Substantial Performance

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This principle implies that if a party has substantially performed its contractual obligations, it may still be entitled to payment, minus deductions for work not completed. This doctrine provides a measure of fairness in executing contracts.

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Undue Influence

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Undue influence is an equitable doctrine that involves one party taking advantage of a position of power over another party. The affected party may have their contract set aside if they were unduly influenced to agree. It is significant for protecting vulnerable parties.

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Frustration of Contract

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This doctrine applies when an unforeseen event renders contractual obligations impossible or radically changes the party’s principal purpose for entering into the contract. This can discharge the parties from their contractual duties. It demonstrates flexibility in the face of unforeseeable circumstances.

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Implied Terms

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Terms not expressly stated in a contract may be implied by fact, law, or usage of trade. This doctrine fills in gaps to reflect the parties' intentions and to ensure fairness and efficiency in the performance of contracts.

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Specific Performance

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Specific performance is an equitable remedy that compels a party to execute the contract according to its precise terms rather than seeking monetary damages. It’s significant when the subject matter is unique and damages are not an adequate remedy.

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Waiver

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A waiver occurs when a party intentionally relinquishes a known right, often relating to a breach of contract. It affects the enforcement of contract terms but signifies that parties can voluntarily forego certain contractual rights.

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Consequential Damages

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Consequential damages (or special damages) refer to compensation for losses that are a foreseeable result of the breach of contract but are not directly caused by the breach. They are significant in that they account for indirect impact of a breach.

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Liquidated Damages

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Liquidated damages are a fixed or determinable amount agreed upon by the parties at the time of contract formation, to be paid as compensation in case of breach. They are significant for providing certainty and saving the cost of litigation over damages.

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Battle of the Forms

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The 'Battle of the Forms' refers to a situation where the contracting parties exchange forms with differing terms. The Uniform Commercial Code offers guidelines to determine which terms make it into the contract. This illustrates the negotiation phase in contract law.

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Illusory Promise

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An illusory promise is a statement that appears to be a promise but does not actually bind the party to any obligation or action, thus lacking consideration. It is significant as it may prevent the formation of a valid and enforceable contract.

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No Oral Modification (NOM) Clauses

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NOM clauses stipulate that a contract cannot be modified orally and must be in writing. Their significance is in preventing informal or unauthorized changes to a contract, emphasizing the importance of formal modifications.

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Novation

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Novation is the act of substituting a new contract in place of an old one, with the consent of all parties involved. It might also involve replacing one of the original parties. Significant because it allows flexibility in revising contractual arrangements.

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Unjust Enrichment

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Unjust enrichment is a legal theory that describes a situation where one person is enriched at the expense of another in circumstances that the law regards as unjust. The affected party can claim restitution. It prevents parties from benefitting at another’s expense without legal justification.

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Force Majeure

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Force majeure clauses absolve parties from fulfilling contractual obligations due to circumstances beyond their control, such as natural disasters or war. They protect parties against unforeseeable events which make performance of the contract impossible or impracticable.

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Exculpatory Clauses

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Exculpatory clauses are contract provisions that relieve one party from liability for harm caused during the execution of the contract. Their legal enforceability may vary, but they are significant in managing and allocating risk between parties.

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Promissory Estoppel

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Promissory estoppel prevents a party from going back on a promise, even if a legal contract does not exist, if the other party has relied on that promise to their detriment. It’s significant in ensuring fairness and reliability in contractual negotiations without a formal contract.

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Economic Loss Rule

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The Economic Loss Rule prevents parties from recovering economic losses like lost profits or opportunity costs through tort law if a contract governs their relationship. Its significance is to maintain the separation between contract law and tort law.

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Mutual Mistake

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A mutual mistake occurs when both parties harbor the same incorrect belief regarding a basic assumption on which the contract is based, which can make the contract voidable. It acknowledges that contracts based on fundamental errors do not reflect true consent.

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Good Faith

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Good faith is the expectation that parties will deal honestly and fairly with each other, refraining from taking advantage of gaps in the contract. It is significant in contract law for promoting cooperation and fairness in contractual relations.

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Adhesion Contracts

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Adhesion contracts are standard-form contracts drafted by one party, generally the stronger party, leaving the weaker party with little to no ability to negotiate more favorable terms. They are significant in consumer transactions and are subject to scrutiny for unconscionability.

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Mailbox Rule

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The mailbox rule, or posting rule, states that an acceptance is effective when dispatched, as long as communication was properly addressed with postage prepaid. This rule is significant because it determines the exact moment a contract is formed.

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Unilateral Mistake

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A unilateral mistake happens when only one party is mistaken about a basic aspect of the contract. Depending on circumstances, this may or may not render the contract voidable. It is significant for addressing issues where the mistake is one-sided.

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