Business Law and EthicsContract Law

1. Offer and Acceptance
2. Example: The authors detail the case of Carlill v Carbolic Smoke Ball Co., where the court held that a company’s advertisement constituted an offer that was accepted when the conditions were met by Carlill.

3. Action: When drafting an offer, ensure it includes clear terms and shows an intention to be bound, making it easy for the offeree to accept.

4. Consideration

5. Example: Highlighting the Hammer v. Sidway case, the authors explain how the court found consideration where a promise to refrain from certain actions (e.g., drinking, smoking) provided sufficient consideration for a contract.

6. Action: Ensure both parties provide something of value or a detriment, ensuring the agreement is enforceable.

7. Intent to Create Legal Relations

8. Example: Family agreements, such as domestic arrangements, typically do not constitute contracts since parties do not intend legal enforceability.
9. Action: Explicitly state the intention for legal accountability in formal agreements to avoid ambiguity.

1. Misrepresentation and Fraud
2. Example: The book discusses Derry v Peek, where the court found no fraudulent misrepresentation because the false statement was made honestly.

3. Action: Always verify the accuracy of statements before including them in a contract and refrain from making false claims.

4. Mistake

5. Example: In Sherwood v Walker, a mutual mistake about the subject matter of the sale (a cow believed to be barren) led to the contract being voided.

6. Action: Thoroughly verify the facts regarding the subject matter to avoid mutual mistakes that could invalidate the contract.

7. Duress and Undue Influence

8. Example: The pressure exerted in the Barton v Armstrong case was deemed sufficient duress, thereby making the contract voidable.
9. Action: Ensure that all parties consent to the contract without any form of coercion to uphold its validity.

1. Complete and Substantial Performance
2. Example: In Jacob & Youngs v. Kent, the court ruled substantial performance was sufficient where deviations were minor and did not materialize in significant harm.

3. Action: Focus on fulfilling contractual obligations as precisely as possible, but understand that minor deviations may not constitute a breach if the overall performance meets the contractual goal.

4. Anticipatory Repudiation

5. Example: Hochster v. De La Tour illustrates anticipatory breach, where one party announced they would not fulfill their future obligations, allowing the non-breaching party to sue immediately.

6. Action: Upon receiving a clear dismissal of obligations, take immediate legal steps to claim for breach or seek alternative agreements.

7. Damages and Remedies

8. Example: The authors reference Hadley v Baxendale, elucidating the principle that damages must be foreseeable and directly tied to the breach.
9. Action: Document potential losses and communicate them clearly within the contract to ensure recoverable damages are foreseeable if a breach occurs.

1. Third-Party Beneficiaries
2. Example: The authors include cases recognizing that third parties, as seen in Lawrence v. Fox, can enforce contracts intended to benefit them.

3. Action: Explicitly name and define the rights of third-party beneficiaries in the contract to uphold their enforceability.

4. Assignment of Rights

5. Example: Alongside the discussion of Sally Beauty Co. v. Nexxus Products Co., the text explores the consequences and limits of assigning contractual rights.
6. Action: Clearly state the ability and any restrictions on assigning rights within the contract to avoid future disputes.

1. Rules of Interpretation
2. Example: The book illustrates with Raffles v. Wichelhaus where ambiguity about which ship named “Peerless” led to the lack of mutual assent.

3. Action: Draft clear, detailed, and specific terms to avoid ambiguity and ensure unambiguous mutual understanding.

4. Parol Evidence Rule

5. Example: Gianni v. R. Russell & Co., Inc. serves to explain the limitation of oral agreements conflicting with written contracts.
6. Action: When formalizing contracts, consolidate all terms in writing and review the final document to match any preceding oral agreements.

1. Unconscionability Doctrine
2. Example: The exemplar case Williams v. Walker-Thomas Furniture Co. demonstrates contracts where terms heavily favor one party can be deemed unconscionable.

3. Action: Aim for fair term arrangements, ensuring contracts do not disproportionately benefit one party over another.

4. Public Policy

5. Example: Contracts that violate public policy, like in Scott v. Avery, are void. This instance invalidated agreements precluding court jurisdiction.
6. Action: Ensure your contract complies with statutory requirements and public policy standards to maintain its enforceability.

1. Contracts of Adhesion
2. Example: The concern for unfair terms in Standardized (Adhesion) Contracts is a major highlight, where pre-drafted terms leave the weaker party with no bargaining power.

3. Action: When utilizing standard forms, strive for negotiation opportunities and fair terms to mitigate potential challenges of adhesion contracts.

4. Electronic Contracts

5. Example: The growth of electronic transactions is acknowledged, illustrating instances where clicking “I agree” on digital platforms has binding effects.
6. Action: Ensure electronic contracts are clear, comprehensible, and that user consent is explicitly obtained to uphold their legality.

Business Law and EthicsContract Law