Copyright © 2009 by Jeffrey Pittman

A contract is an agreement between two or more parties that can be enforced in a court of law

Contract law protects promises that have been made, allowing commerce to function

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Hammurabi was a ruler of ancient Babylon, the world’s first metropolis

The Code of Hammurabi is the earliest known example of a ruler publishing for the people an entire body of laws

The code, carved in a stone monument, dates to approximately 1750 B.C.

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CODE OF LAWS

1. If any one ensnare another, putting a ban upon him, but he can not prove it, then he that ensnared him shall be put to death

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2. If any one bring an accusation against a man, and the accused go to the river and leap into the river, if he sink in the river his accuser shall take possession of his house. But if the river prove that the accused is not guilty, and he escape unhurt, then he who had brought the accusation shall be put to death, while he who leaped into the river shall take possession of the house that had belonged to his accuser

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45. If a man rent his field for tillage for a fixed rental, and receive the rent of his field, but bad weather come and destroy the harvest, the injury falls upon the tiller of the soil.

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228. If a builder build a house for some one and complete it, he shall give him a fee of two shekels in money for each sar of surface.

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229 If a builder build a house for some one, and does not construct it properly, and the house which he built fall in and kill its owner, then that builder shall be put to death.

230. If it kill the son of the owner the son of that builder shall be put to death.

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244. If any one hire an ox or an ass, and a lion kill it in the field, the loss is upon its owner.

245. If any one hire oxen, and kill them by bad treatment or blows, he shall compensate the owner, oxen for oxen.  

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From Hammurabi’s time to today, the methods for contracting have changed

Cyberlaw and electronic contracts are today very important

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The common law (court created rules) regulates contracts involving:

The sale of land (real property)

The sale of services, and

The sale of intangible personal property

The Uniform Commercial Code (UCC) regulates contracts involving:

The sale of tangible, personal property (called “goods”) (Tangible property has a physical existence)

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Bilateral v. unilateral Express v. implied Valid, void, voidable, and unenforceable Quasi-contract Executory v. executed

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Offer Acceptance

The offer and acceptance create an agreement The genuineness of the agreement can be challenged, for example,

arguing fraud, duress, etc. Consideration Capacity Legality Writing

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Intent - offeror is serious, not joking, and intends to be bound by the offer

Definite – the offer has reasonably certain and definite terms

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Communication – the offer is communicated to the offeree, either actually or constructively Constructive communication is a reasonable

attempt at communicating the offer terms, e.g., a sign on a parking garage wall that the parking garage owners are not responsible for damage to parked cars

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By action of the parties Revocation

Note irrevocable offers, including option contracts and promissory estoppel

Rejection Counter-offer

By operation of law Lapse of time Destruction of

subject matter Death or

incompetence of either party

Illegality of offer

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Voluntary agreement to be bound by the terms of the offer

Acceptance issues The mirror image rule Silence as acceptance

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Occurs when you have a true “meeting of the minds” Genuine assent may be lacking when there is:

Fraud Misrepresentation Mistake

Unilateral Bilateral

Duress Undue influence

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Contracts usually involve promises exchanged between the parties

Using a simplified method, the requirement of “consideration” means that each party must suffer a “detriment” with his/her promise

A detriment occurs with a promise to do something the promisor had no duty to do, or a promise to give up a legal right

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Cindy promises to pay $ for the car, a promise she had no prior legal

duty to perform

Tom promises to sell his car to Cindy,

a promise that he had no prior legal duty to perform

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car

$$

Consider usually requires that each party satisfy one of the following:

Promise money, property, or services to the other party to the agreement, or

Promise to refrain from lawful activities

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