Contract law terms
Intro and formation of contracts
. Basic Legal Contract Principles
People have a right to contract – conduct is voluntary.
Anything that takes away voluntariness is questionable, e.g., duress, economic duress, fraud, coercion.
People have right to breach. But must place other party in the same position for which they contracted, so must pay them damages.
If legal remedy does not work and P is entitled to be placed into performance, then must order specific performance. Specific performance is not punishing. Contract law does not provide punitive damages
Basic goal of damages – encourage contracting; don’t want unknown penalties down the road that would deter parties from contracting in future.
Do not want liquidated damages because parties are supposed to use those instead of going to court. Only problem is that we cannot have anything that looks punitive. If designed to coerce performance, it is really a penalty and do not want that in contract law. Instead, court will award damages.
Criticism – parties negotiated it, and the purpose was to avoid litigation.
What Governs Contract Law
Generally, common law governs contracts. Restatements are used to summarize view of what law is or should be.
For sale of goods (things that are moveable, personal property), UCC Article 2 controls.
UCC does not apply to contract for employment or services or real estate (only sale of goods).
Mixed Contracts for Services and Goods – e.g., contract for service provider who has to purchase supplies in order to provide those services
It’s all or nothing – cannot divide application to contract between UCC and common law.
If services are more important, common law governs
If goods are more important, UCC governs.
. Relationship Between UCC and Common Law
Common law fills gaps in UCC Article 2.
Where conflicting, UCC governs sale of goods.
Contracts
Is a legally enforceable agreement
Defines
What makes exchanged promises legally enforceable
What
. Basic Legal Contract Principles
People have a right to contract – conduct is voluntary.
Anything that takes away voluntariness is questionable, e.g., duress, economic duress, fraud, coercion.
People have right to breach. But must place other party in the same position for which they contracted, so must pay them damages.
If legal remedy does not work and P is entitled to be placed into performance, then must order specific performance. Specific performance is not punishing. Contract law does not provide punitive damages
Basic goal of damages – encourage contracting; don’t want unknown penalties down the road that would deter parties from contracting in future.
Do not want liquidated damages because parties are supposed to use those instead of going to court. Only problem is that we cannot have anything that looks punitive. If designed to coerce performance, it is really a penalty and do not want that in contract law. Instead, court will award damages.
Criticism – parties negotiated it, and the purpose was to avoid litigation.
What Governs Contract Law
Generally, common law governs contracts. Restatements are used to summarize view of what law is or should be.
For sale of goods (things that are moveable, personal property), UCC Article 2 controls.
UCC does not apply to contract for employment or services or real estate (only sale of goods).
Mixed Contracts for Services and Goods – e.g., contract for service provider who has to purchase supplies in order to provide those services
It’s all or nothing – cannot divide application to contract between UCC and common law.
If services are more important, common law governs
If goods are more important, UCC governs.
. Relationship Between UCC and Common Law
Common law fills gaps in UCC Article 2.
Where conflicting, UCC governs sale of goods.
Contracts
Is a legally enforceable agreement
Defines
What makes exchanged promises legally enforceable
What