🧑🏻‍💼United States Law and Legal Analysis Unit 6 – Contract and Commercial Law

Key Concepts in Contract Law

• Contract law establishes legally binding agreements between parties
• Contracts require offer, acceptance, and consideration to be valid
• Offer is a promise to enter into a contract with specific terms
• Acceptance is the agreement to the terms of the offer
• Consideration is the exchange of something of value (money, goods, services)
• Contracts can be express (written or oral) or implied (through conduct)
  • Express contracts clearly state the terms and conditions
  • Implied contracts are inferred from the actions of the parties
• Contracts must have a legal purpose and not violate public policy

Formation of Contracts

• Formation of a contract requires mutual assent and a meeting of the minds
• Offer must be communicated to the offeree and include essential terms
• Acceptance can be through words, actions, or performance
  • Silence generally does not constitute acceptance
  • Counter-offers reject the original offer and propose new terms
• Consideration must be bargained for and induce the promise
• Capacity to contract requires parties to be of legal age and sound mind
• Legality of the contract's purpose is necessary for enforceability
• Statute of Frauds requires certain contracts to be in writing (real estate, contracts lasting more than a year)

Contract Terms and Interpretation

• Contract terms define the rights and obligations of the parties
• Express terms are explicitly stated in the contract
• Implied terms are not stated but inferred from the context or custom
• Ambiguous terms are interpreted against the drafter (contra proferentem)
• Parol evidence rule prohibits the use of extrinsic evidence to modify a written contract
  • Exceptions include proving fraud, mistake, or additional consistent terms
• Courts aim to give effect to the intent of the parties when interpreting contracts
• Specific terms generally override general terms in case of conflict

Performance and Breach

• Performance is the fulfillment of contractual obligations by the parties
• Substantial performance is sufficient if the essential purpose is achieved
  • Minor deviations may be compensated through damages
• Time of performance can be specified or implied to be within a reasonable time
• Breach of contract occurs when a party fails to perform as promised
• Material breach goes to the heart of the contract and excuses the other party's performance
• Anticipatory breach is a clear indication of intent not to perform before the due date
• Impossibility, impracticability, and frustration of purpose may excuse performance

Remedies for Breach of Contract

• Remedies aim to compensate the non-breaching party and restore them to their position before the breach
• Compensatory damages cover actual losses caused by the breach
  • Expectation damages give the benefit of the bargain
  • Reliance damages cover expenses incurred in reliance on the contract
  • Restitution returns any benefit conferred to the breaching party
• Consequential damages cover foreseeable indirect losses caused by the breach
• Liquidated damages are predetermined amounts for breach, enforceable if reasonable
• Specific performance is an equitable remedy ordering the breaching party to perform
  • Used when damages are inadequate and the subject matter is unique (real estate)
• Rescission cancels the contract and returns the parties to their pre-contract positions

Commercial Law Basics

• Commercial law governs transactions between businesses and consumers
• Focuses on the sale of goods, financing, and secured transactions
• Goods are tangible, movable personal property
• Merchants are those who regularly deal in the goods or hold themselves out as having special knowledge
• Warranties ensure the quality and fitness of goods
  • Express warranties are created by the seller's statements or promises
  • Implied warranties of merchantability and fitness for a particular purpose arise by operation of law
• Title and risk of loss determine when ownership and liability for damage transfer
• Negotiable instruments (promissory notes, checks) are used in commercial transactions

Uniform Commercial Code (UCC)

• The UCC is a set of model laws adopted by states to harmonize commercial transactions
• Article 2 governs the sale of goods and establishes default rules
  • Formation, performance, breach, and remedies for contracts for the sale of goods
  • Modifies common law contract principles to suit commercial realities
• Article 2A covers leases of goods
• Article 3 deals with negotiable instruments and their transfer
• Article 9 regulates secured transactions and the creation of security interests
  • Establishes priority rules for conflicting claims to collateral
• The UCC allows for more flexibility and informality compared to common law contracts

Contract Law in Business Transactions

• Contracts are essential for business transactions and relationships
• Employment contracts govern the rights and duties of employers and employees
  • Non-compete and non-disclosure agreements protect business interests
• Service contracts outline the scope, quality, and compensation for services rendered
• Lease agreements establish the terms for the use of real or personal property
• Franchise agreements allow the franchisee to operate under the franchisor's brand and system
• Intellectual property licenses grant rights to use patents, trademarks, or copyrights
• Confidentiality agreements protect sensitive business information from disclosure
• Businesses must be aware of industry-specific regulations and consumer protection laws