Contract Law Jody Blanke Distinguished Professor of Computer Science and Law Mercer University, Atlanta

Contract Law As Private Law Willing parties can agree to do most anything Freedom of contract “Meeting of the minds”

Private Law Contract between Major League Baseball and the Players Association - Collective Bargaining Agreement (311 page PDF file) “free agent” “salary cap” “luxury tax” NHL (a league that used to play ice hockey in Canada and the U.S.)

Uniform Commercial Code Poster child of uniform laws Adopted in 49½ states (La. has adopted parts of it) Very successful Facilitates the ease of doing everyday business

Basic Requirements An agreement between the parties Consideration Capacity Legality

Agreement – The Offer Offeror must have intention to be bound by offer e.g., kick the tire Terms must be reasonably definite and certain can be written, oral or implied can come from prior dealings or usage of trade Offer must be communicated to offeree e.g., reward for lost dog

Figurative “Death” of an Offer “Natural causes” – lapse of time “Suicide” – revocation “Murder” – rejection Counteroffer = rejection + offer “Execution” – by operation of law change in law terminates offer

Literal Death of An Offer The offeror dies The offeree dies Destruction of subject matter

Acceptance At common law – “mirror image rule” UCC – more relaxed (and reasonable) “battle of the forms” Generally effective upon receipt exception – “mailbox rule”

Bilateral and Unilateral Contracts Bilateral – a promise for a promise e.g., Joe promises to paint Bill’s house and Bill promises to pay Joe $1000 Unilateral – a promise for an act e.g., Susan promises to pay $500 to the first person who scales the outside of the Business and Education Building performance of the act is acceptance

Consideration Each party must provide something of value Money, property, services, forebearance e.g., Hamer v. Sidway – the “rich uncle” case Courts will not examine the adequacy of the consideration

Capacity Age – law protects minors Mental competency Intoxication Voidable contract Exception for necessaries Mental competency Void contract Intoxication