PowerPoint Slides to Accompany

ESSENTIALS OF BUSINESS AND

ONLINE COMMERCE LAW
1st Edition
by Henry R. Cheeseman

Chapter 77
Chapter
Contracts: Classification,
Contracts: Classification,
Agreement, and
Agreement, and Consideration
Consideration

Slides developed by
Les Wiletzky Copyright © 2006 by Pearson Prentice-Hall. All rights reserved
Introduction
 Contracts are the basis of many of our daily
activities
 They provide the means for individuals and
businesses to sell and otherwise transfer
property, services, and other rights
 Without enforceable contracts, commerce
would collapse

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Definition of a Contract
 A contract is an agreement that is enforceable
by a court of law or equity

 If one party fails to perform as promised, the

other party can use the court system to
enforce the contract and recover damages or
other remedy

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Parties to a Contract

 Offeror
Offeror––The
Theparty
partywho
whomakes
makesan
anoffer
offertotoenter
enterinto
intoaa
contract
contract

 Offeree
Offeree––The
Theparty
partytotowhom
whoman
anoffer
offertotoenter
enterinto
intoaacontract
contractisis
made
made

Offer
Offeror Offeree

Acceptance
Offeror makes an Offeree has the power
offer to the offeree to accept the offer and
create a contract

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Elements of a Contract

1. Agreement 2. Consideration

3. Contractual
4. Lawful Object
Capacity

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Sources of Contract Law
1. The Common Law of Contracts
2. The Uniform Commercial Code
3. The Restatement of the Law of Contracts
4. Uniform Computer Information Transactions
Act (UCITA)

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Classifications of Contracts:
Formation (1 of 2)
1. Bilateral contract – a promise for a promise

2. Unilateral contract – A promise for an act

3. Express contract – A contract expressed in

oral or written words

4. Implied-in-fact contract – A contract inferred

from the conduct of the parties
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Classifications of Contracts:
Formation (2 of 2)
5. Quasi-contract – A contract implied by law to
prevent unjust enrichment

6. Formal contract – A contract that requires a

special form or method of creation

7. Informal contract – A contract that requires

no special form or mode of creation

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Classifications of Contracts:
Enforceability
1. Valid contract – A contract that meets all of
the essential elements to establish a contract
2. Void contract – No contract exists
3. Voidable contract – A party has the option of
voiding or enforcing the contract
4. Unenforceable contract – A contract that
cannot be enforced because of a legal
defense

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Classifications of Contracts:
Performance
1. Executed contract – A contract that is fully
performed on both sides

2. Executory contract – A contract that is not

fully performed by one or both parties

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Agreement
 Agreement – the manifestation by two or
more persons of the substance of a contract

 It requires an offer and an acceptance

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Offer
 The manifestation of willingness to enter into
a bargain, so as to justify another person in
understanding that his assent to that bargain
is invited and will conclude it [Section 24 of
the Restatement (Second) of Contracts]

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Termination of an Offer
1.
1. Revocation
Revocation of of the
the offer
offer by
by the
the offeror
offeror
2.
2. Rejection
Rejection of of the
the offer
offer by
by the
the offeree
offeree
3.
3. Counteroffer
Counteroffer by by the
the offeree
offeree
4.
4. Destruction
Destruction of of the
the subject
subject matter
matter
5.
5. Death
Death oror incompetence
incompetence of of the
the offeror
offeror or
or
offeree
offeree
6.
6. Supervening
Supervening illegality
illegality
7.
7. Lapse
Lapse ofof time
time
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Option Contracts
 An offeree can prevent the offeror from
revoking his or her offer by paying the offeror
compensation to keep the offer open for an
agreed-upon period of time
 This payment is called an option contract
 The offeror agrees not to sell the property to
anyone but the offeree during the option
period

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Acceptance
 A manifestation of assent by the offeree to the
terms of the offer in a manner invited or
required by the offer as measured by the
objective theory of contracts [Section 50 of
the Restatement (Second) of Contracts]
 The oferee’s acceptance must be unequivocal
 The mirror image rule

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Time and Mode of Acceptance (1 of 2)
 Mailbox Rule (Acceptance-Upon-Dispatch
Rule)
 An acceptance is effective when it is dispatched

 Proper Dispatch
 An acceptance must be properly addressed,
packaged, and posted to fall within the mailbox
rule

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Time and Mode of Acceptance (2 of 2)
 Express Authorization
 A stipulation in the offer that says the acceptance must be
by a specified means of communication
 e.g., registered mail, telegram

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Offer and Acceptance - Summary
Communication by Offeror Effective When

Offer Received by offeree

Revocation of offer Received by offeree

Communication by Offeree Effective When

Rejection of offer Received by offeror

Counteroffer Received by offeror

Acceptance of offer Sent by offeree

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Consideration
 Consideration – something of legal value
given in exchange for a promise
 Consideration must be given before a contract
can exist
 Most common types of consideration:
 Tangible payment (e.g., money or property)
 Performance of an act (e.g., providing legal services)

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Gift Promise
 Gift promises (gratuitous promises) are
unenforceable because they lack
consideration

 A “completed gift promise” becomes a true

gift, which by definition is irrevocable

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Contracts Lacking Consideration (1 of 2)
 Illegal Consideration
 A contract cannot be supported by a promise to refrain
from doing an illegal act because that is illegal
consideration
 Contracts based on illegal consideration are void
 Moral Obligations
 Promises made out of a sense of moral obligation or honor
are generally not enforceable on the ground that they lack
consideration
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Contracts Lacking Consideration (2 of 2)
 Preexisting Duty
 A promise lacks consideration if a person promises to
perform an act or do something he or she is already under
an obligation to do
 The promise is unenforceable because no new
consideration has been given
 Past Consideration
 Past consideration (e.g., prior acts) will not support a new
contract
 New consideration must be given
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The United Nations Convention on Contracts
for the International Sale of Goods (CISG)
 Applies to contracts for the international sale
of goods
 i.e., the buyer and seller must have their places of
business in different countries
 Additionally, either
 both of the nations must be parties to the convention, or
 the contract specifies that the CISG controls

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