Agreements {contract, law} can be between two or more competent parties to perform or not perform legal acts, now or in the future. Contracts are enforcable in courts. Contracts have promises and acts. Contracts are civil relationships between parties, so contract breaches are not crimes.
types
Contracts {unilateral contract} can be one person's promise in exchange for another person's act. Contracts {bilateral contract} can have promises by both parties.
validity
For valid contracts, one party offers, and other party accepts. Offers must be serious and objective, not from anger, joking, or excitement. Opinions, intentions, preliminary negotiations, advertisements, and catalogs are not offers. Offers must have definite terms, sent to other party. Consideration must induce agreement. Both parties must have contractual capacity. Contract terms must have legality. To be enforceable, contracts must have genuineness. To be enforceable, contract format must accord with law.
express or implied
Contracts {express contract} can state action to perform and compensation to give. Contracts {implied contract} {implied-in-fact contract} can allow party to perform any action and to charge any reasonable fee, to complete desired goal in whole or part. Both express and implied contracts are valid.
For implied contracts, plaintiff furnishes service or property. Plaintiff expects pay, and defendant knows that plaintiff expects payment, by objective-theory-of-contracts test. Defendant does not reject service or property.
termination
Offers can terminate by revocation or replacement by counteroffer. Offers can terminate by time lapse, property destruction, either party's incompetence or death, or illegalities.
breach
Breaching contract can be failing to fulfill promise to act, not act, or provide consideration.
breach: settlement
Parties can execute substitute agreements {accord and satisfaction, settlement}. Parties can agree that, for consideration, one party in good faith forfeits right to pursue legal claims {release of contract} {contract release}.
interpretation
In contract interpretations, words have usual meaning in context, ambiguous words have meaning most unfavorable to party that used them, and written words and numbers supersede printed ones.
People can be unable to make contracts {inability, contract} {ability, contract}. People declared legally insane cannot make contracts. Minors, below legal age of 18 or 21, have limited legal capacity to contract. Minors must uphold contracts in which they claim they are adults, if appearance supports claim. Drunks have limited legal capacity to contract.
voiding
Minors, drunks, and not-yet-legally insane can void contracts by showing partial legal infirmity. However, other party must uphold such contracts.
necessities
People with limited capacity to contract must uphold contracts that supply them with necessities.
Offer acceptances {acceptance} {agreement, contract} form contracts. Offer rejections terminate offers. Offering terms determine acceptance means. Offeree must know and perform acceptance conditions set by offerer. Accidentally performing offer conditions is not acceptance. Contract goes into effect when offeree puts agreement to accept offer in the mail, gives it to telegraph clerk, or telephones, before offerer actually receives acceptance. Silence can never be contract acceptance. Contracts that require someone to do or say nothing are not valid contracts.
Agreements {articles of agreement} have written terms.
Acts or promises {consideration} are inducements for offerers and offerees to enter contracts. Consideration must have value, result from bargaining, and be expressly in exchange for other party's promise or act. Consideration must give substantial benefit to receiver and substantial detriment to giver. Considerations cannot be past actions. Considerations cannot be duties that parties must do already. Considerations cannot promises with no consequences. If unequal values exchange, contracts are not enforceable.
Both parties must be competent to make contracts {contractual capacity}.
contract {covenant}|.
For contracts to be enforceable, offers and acceptances must be genuine {genuineness}.
Contracts cannot violate laws {legality}. Contracts about illegal actions are void.
Words and actions mean what reasonable people think they mean {objective theory of contracts}.
Contract offers {offer} must give definite and essential terms and have promises to perform acts for other party. Contract offers end automatically after three months, unless offer specifies date. Offers can end by offer withdrawal, offer rejection, or offerer's death. Negotiations do not imply offers.
Legislation can add clauses, or contracts can have amendments {rider}|.
People can unjustifiably fail to perform contract promises {breach of contract}|. Failure can be entire or partial. Courts typically award compensation for damages to injured parties equal to contract value. Court orders to force contract performance are rare, when damages cannot adequately compensate, typically for unique land, antiques, or art works. Contract parts can be unenforceable.
After breach of promise, injured party can ask courts to require execution {performance}| of promised act.
Both parties can make an agreement {covenant not to sue} not to begin legal action.
Written or oral statements not in signing contracts cannot be evidence to interpret contracts {oral evidence rule}. The oral evidence rule does not apply if contracts involve fraud, duress, or illegal actions. It does not apply if statements clarify vague or ambiguous terms or show that contract does not include all terms.
After breach of promise, injured party can ask for lost value {damages, law}.
Damages {compensatory damages}| can compensate non-breaching party for injuries actually sustained and proved to have arisen directly from losses resulting from contract breach. For breached sales contracts, compensatory damages are typically difference between contract price and market price.
Damages {consequential damages}| {special damages} can compensate non-breaching party for additional contract-breach-caused losses that resulted from special circumstances. To recover consequential damages, breaching party must know, at time contract begins, that special circumstances may cause non-breaching party to incur additional losses on contract breach.
Plaintiff must do whatever is reasonable to minimize damages caused by defendant {mitigation of damages}|. Damage mitigation allows injured party to try to reduce damages caused by breaching party, but breaching party is still liable.
Damages {punitive damages}| can punish breaching party. Courts typically award punitive damages only for torts.
Contracts {executory contract} have acts and promises. After acts and promises finish, contracts are executed contracts.
Promisor's wax seals can witness contracts {formal contract}, but this is rare.
Contracts {valid contract} are valid and enforceable only if the following conditions are met. Parties must be legally able to make contracts. Contracts must have offers, acceptances, promises to do or not to do something by each party, and inducements by parties to honor contracts.
Laws can nullify contracts {null contract}. Null contracts exist but are not legal or enforceable.
Contracts {void contract} can be not legally binding on parties, because contract violates law. Void contracts do not exist, and thus are not enforceable.
Valid contracts {voidable contract} can allow parties to void contracts.
Statute of Frauds requires certain contracts {written contract} to be in writing to be enforceable: land sales, land-interest transfers, performance taking more than one year, debt-payment guarantees, estate executor or administrator contracts, and high-priced sales. Existence of oral contracts is hard to prove.
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Date Modified: 2022.0225