Unit 1 Seminar Contracts

Welcome to Contracts! This course will provide you with a hands-on approach to contract law for paralegals. We will focus on the theory and application of principles of contract law to assist you in recognizing fundamental substantive issues as they arise in a law practice, and the basic principles of contract drafting. You will learn the legal principles involved in contract law and, upon successful completion of the course, will be able to complete basic contracts with the oversight of a managing attorney.

Course Outcomes By completing this course, you will be able to: PA130-1: Identify the basic elements of a valid contract. PA130-2: Identify the process of contract formation PA130-3: Identify remedies available for a breach of contract PA130-4: Analyze the impact of the Uniform Commercial Code - Article 2 on contracts GEL-1.1: Demonstrate college-level communication through the composition of original materials in Standard American English GEL-2.1: Relate mathematics to the discipline of Contracts

That reminds me… When you are preparing your written assignments, please be sure you consult both the directions for that assignment as well as the checklist for the assignment to insure that you meet all of the requirements.

That also reminds me… Please feel free to reach out to me with any questions or concerns you may have at any time. I check my often and that is the best way to reach me. I am here to help you achieve your goals, not trick you

That reminds me yet again – Plagiarism Policy I have posted the complete policy in Doc Sharing that I expect you to review, but here are some highlights Kaplan University considers academic honesty to be one of its highest values. Students are expected to be the sole authors of their work. Use of another person’s work or ideas must be accompanied by specific citations and references. Though not a comprehensive or exhaustive list, the following are some examples of dishonesty or unethical and unprofessional behavior: – Plagiarism: Using another person’s words, ideas, or results without giving proper credit to that person; giving the impression that it is the student’s own work. –Copying work or written text from a student, the Internet, or any document without giving due credit to the source of the information.

That reminds me yet again – Plagiarism Policy In essence, plagiarism is the theft of someone else’s ideas and work. Whether a student copies verbatim or simply rephrases the ideas of another without properly acknowledging the source, it is still plagiarism. In the preparation of work submitted to meet course requirements, whether a draft or a final version of a paper or project, students must take great care to distinguish their own ideas and language from information derived from other sources. Sources include published primary and secondary materials, electronic media, and information and opinions gathered directly from other people.

One More Thing – Late Policy A maximum penalty of 5% per week will be assessed on all late work. No late work will be accepted more than 3 weeks after the original due date or after the conclusion of Unit 7 without an extenuating circumstance AND prior instructor approval. Extenuating Circumstances: Contact your instructor immediately if you have extenuating circumstances that prevent you from completing assignments, projects, and quizzes, attending seminars, or participating in the class.

One More Thing – Late Policy Active communication is the key to overcoming any obstacles you may encounter during the term. Your responsibility is to advise your instructor (ahead of time, whenever possible) of extenuating circumstances that might prevent you from completing work by the assigned deadline. At the instructor’s discretion, in consultation with the Academic Chair, the instructor and student may agree to an acceptable plan to meet the academic requirements of the course. Prior notification of extenuating circumstances does not result necessarily in a waiver of the late penalties. When submitting late work, you must notify your instructor by when you have submitted late work to assure the instructor is aware of the submission. All late work must be submitted by uploading the assignments using the classroom drop box. Be sure to contact your instructor if you have questions.

Things to do this unit: Read Chapters 1 and 3 Review the utilization of paralegal studies Introduce yourself to your classmates Participate in the Discussion – there are 2 boards, make sure to post on both. Attend the Seminar Take a short Quiz

A little about me… Carlene DiPrenda, J.D. – Rutgers University undergrad – Seton Hall Law School Married, 2 kids (Jake, 7 and Courtney, 5) Obsessed with the show Glee Favorite teams are the Giants and the Mets I like to make cakes (think Cake Boss, but not even close to that good)

Your turn! Each of you type a fun and/or interesting fact about yourself

Back to Contracts! Read Chapter 1 to learn about one of the building blocks of a contract – the Offer! – Offer – A promise made by the offeror to do (or not to do) something provided that the offeree, by accepting, promises or does something in exchange – Offeror – The person making the offer to another party – Offeree – The person to whom the offer is made

Back to Contracts! What we will learn about an Offer – Type - unilateral versus bilateral – Who – the parties involved – What – the subject matter of the offer – When – are there time limits? – How – methods of creation and termination

Mutual Assent Mutuality of Contract – A mutual agreement to be bound by the terms of the offer A party must reasonably intend to make the offer binding – Objectively Reasonable The standard of behavior that the majority of persons would agree with or how most persons in a community generally act

Mutual Assent Mutuality of Contract – Bilateral Contracts a contract in which the parties exchange a promise for a promise If the terms are violated, parties may sue for Breach of Contract – Unilateral Contracts a contract in which the parties exchange a promise for a act

Certainty of Terms What terms must be certain? – 1. Parties (who) The persons involved in making the agreement – 2. Price (how much) Monetary value ascribed by the parties to the exchange involved in the contract Must be specified in the offer to have a “meeting of the minds” and be legally binding – 3. Subject Matter (what) The bargained-for exchange that forms the basis for the contract Quality, quantity and content must be reasonably specified – 4. Time for Performance (when) Determines when the parties must fulfill their obligations made in the contract Time is of the Essence clause – Used when the performance of the contract must occur on or before the specified date

Certainty of Terms The more certain the terms, the more likely there is a valid offer Must be this “meeting of the minds”

Communicating the Offer To have Mutual Assent: – The offeree must have knowledge of the offer – The communication must include all the certain terms – The parties must understand how to accept the offer (bilateral or unilateral contract)

Creating a Contract Express Contract has been expressed in words, either written or oral Implied Contract is created by actions of the parties – the action of the parties indicate the existence of the contract

Terminating a Contract There are several methods to terminate a contract: – Lapse of time – Revocation of the offer by offeror – Rejection/counteroffer by the offerer – Incapacity or death of either party – Destruction or loss of the subject matter – Supervening illegality

Irrevocable Offers Irrevocable offers cannot be terminated by the offeror during a certain time period Examples – Option Contracts: Offeror agrees to keep offer open for specified time period during which there is no power to revoke the offer Supported by separate consideration – Firm Offers: Governed by Uniform Commercial Code An express promise that an offer will not be revoked for a certain time period Not supported by separate consideration

Chapter 3 - Acceptance This chapter will explore HOW contracts are accepted, WHEN bilateral contracts are accepted, and, WHEN unilateral contracts are accepted An offeree’s acceptance must be a mirror image of the offer, including the means of delivering that acceptance to the offeror

Chapter 3 - Acceptance Bilateral contracts can be accepted by making a promise, that promise—once sent, in compliance with the mailbox rule, to the offeror—binds the parties to their performance obligations of the agreement However, the parties are not bound to their obligations until complete or substantial performance has been rendered

Mirror Image Rule The offeree’s acceptance must mirror the offer exactly, without deviation or modification – A simple “Yes” or “I accept” is sufficient The offeror is the master of the offer as he sets all the terms, the offeree is the maker of the contract because the contract is not formed until it is accepted. He is the “closer” of the deal How he closes the deal is subject to the mirror image rule in that if the offer requests a promise (a bilateral contract), the offeree must accept by making the appropriate promise If the offeror requests a performance (a unilateral contract), the offeree must accept by performing the requested act

Mailbox Rule A principle of contract law that sets the time of acceptance of an offer at the time it is posted and the time of rejection of an offer at the time it is received

Mailbox Rule Proper dispatch – An approved method of transmitting the acceptance to the offeror – Dropping a letter of acceptance into the mailbox (hence, the mailbox rule) is valid acceptance of a bilateral contract and, that the parties are bound as both have exchanged their promises – The acceptance must be sent to the offeror in the way that the offer has specified, if it has specified any means – The acceptance must comply with the terms of the offer – a prescribed method of accepting the offer is a material term and will affect the validity of the acceptance – If no means of acceptance are prescribed in the offer, the courts have determined that any reasonable method of dispatching the acceptance will create the contract

Mailbox Rule If the acceptance is sent improperly but it is nevertheless received by the offeror, the acceptance is valid upon the receipt of the acceptance Unlike acceptance, rejection of the offer is valid only upon receipt of the rejection by the offeree Contract law likes to foster the creation of contracts; therefore, it is better to assume that the contract is still open and wait until receipt of the rejection

Partial Performance/ Substantial Beginning Partial performance/substantial beginning – An offeree has made conscientious efforts to start performing according to the terms of the contract – The performance need not be complete nor exactly as specified, but only an attempt at significant compliance

Partial Performance/ Substantial Beginning Tender Of Performance – The offeree’s act of proffering the start of his contractual obligations – The offeree stands ready, willing, and able to perform – The tender of performance, standing at the ready to fully perform, is the consideration for keeping the option contract open – It is understood that the offeror of the unilateral contract will accept the tender of performance and in good faith will keep the offer open – The offer cannot then be withdrawn until and unless the offeree manifests an intention not to fully perform on the offer