Promise
I.
The Restatement (2nd) on Promise, Agreement and Contract Defined
·
§1 - A contract is a promise for the breach of which the law gives a remedy, or the performance
law recognizes as a duty.
· §2 – A promise is manifestation
of intent to act or forbear, made so promisee understands a commitment has been made.
·
§3 – An agreement is a manifestation of mutual assent. A bargain is an agreement to exchange promises
or performance.
· § 4 - A promise may be oral or written, or may
be inferred from conduct.
· §5 – (1) a term is part
that relates to a specific matter
II. UCC - Definitions
a. §1-201 (3) - "Agreement" –the bargain
of the parties as found in their language or by other implications from custom or conduct.
b. §1-201(11)"Contract"
means the total legal obligation of the parties.
c.
§2-103 – (1) Buyer -
person who buys or contracts to buy goods, (2) Good faith in the case of a
merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade, (a)"Receipt" of goods means
taking physical possession of them. (b)"Seller" means a person
who sells or contracts to sell goods.
d.
§2-106(1) – "contract"
and "agreement"
limited to the present or future sale of goods. "Contract for sale" includes
both a present sale of goods and a contract to sell goods at a future time. A "sale"
consists in the passing of title from the seller to the buyer for a price. A "present sale"
means a sale which is accomplished by the making of the contract.
e.
§2-102 – UCC article 2 applies to transactions in goods
f.
§2-105 – Definitions
i. "Goods"
– are all movable things, other than money, investment securities, and things in action.
ii. "Lot" means
a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to
perform the contract.
iii. "Commercial
unit" means such a unit of goods as by commercial usage. Can be a single unit, but also can be
a set of articles if necessary.
g.
§2-104. Definition of merchant – a person who deals in goods, or by his occupation holds himself to have
knowledge or skill of specific goods or practices
h.
§2-209(1) an agreement modifying a contract needs no consideration to be binding.
III.
Contract
is an enforceable Promise (not
all promises are enforceable)
a. Bailey v West– No implied in fact contract b/c no agreement since he didn’t
know who he was making contract with; no intent from D; no previous dealings. Implied in fact Contract formed by manifestations
of assent, other than language. Intention can be proved by words and/or conduct. No quasi contract. Quasi contract
is not a contract. Created by courts to avoid unjust enrichment (to do justice), although the parties did
not intend to be bound. Permits plaintiff to recover the benefit the defendant rec’d. It requires:
i. a benefit conferred
upon defendant by plaintiff (D didn’t want horse)
ii. appreciation by defendant
of such benefit, and (D didn’t know)
iii. retention by defendant
of such benefit under circumstances that it would be inequitable to retain benefit without payment of value thereof. (P suffered
detriment, but P rec’d no benefit).
iv. Generally, there is
no legal duty to pay compensation for performance rendered without request thereof. (D didn’t request, P volunteer)
b. Bolin Farms v
Cotton – Parties
intended to be bound. Rest §2 says A promise is a manifestation of intention. Intent to contract is required to enforce
a contract. The contract's validity and enforceability was upheld, even if there are unforeseen events (since parties are
well-informed of all risks when entering into fwd contracts).
