Alaska Law School 1L Study Guide for Contracts
I. Introduction to Contract Law
Contracts are promises that the law will enforce. The study of contract law encompasses understanding how contracts are formed, what makes them enforceable or unenforceable, what each party’s obligations are, and what remedies are available when contracts are breached.
II. Contract Formation
A. Offer
– Definition: A manifestation of willingness to enter into a bargain.
– Requisites: Must be communicated, have definite terms, and indicate the offeror’s intent to be bound.
B. Acceptance
– Definition: A manifestation of assent to the terms of the offer.
– Mirror Image Rule: Acceptance must be the mirror image of the offer without modifications.
– Mailbox Rule: Acceptance is effective upon dispatch when the parties are communicating by mail, unless the offer specifically provides otherwise or the offeree uses an unauthorized means of communication.
C. Consideration
– Definition: Something of value or a legal detriment/benefit that is bargained for in exchange for a promise.
– Adequacy is generally not considered by courts unless there is evidence of fraud, duress, or unconscionability.
D. Intent to Create Legal Relations
– Parties must intend for the agreement to have legal consequences.
E. Capacity
– Parties must have the legal ability to enter into a contract, which generally excludes minors, mentally incapacitated individuals, and intoxicated persons.
III. Defenses to Formation
A. Mistake
– Mutual Mistake: Both parties are mistaken about a basic assumption on which the contract is made.
– Unilateral Mistake: Only one party is mistaken, typically not a defense unless the other party knew or should have known of the mistake.
B. Misrepresentation and Fraud
– Occurs when one party makes a false statement that the other party relies upon.
C. Duress and Undue Influence
– Contracts entered into under excessive pressure or influence may be void or voidable.
D. Unconscionability
– Contracts that are so one-sided that they are unjust may be deemed unenforceable.
E. Illegality
– Contracts for illegal purposes or against public policy are unenforceable.
F. Statute of Frauds
– Certain types of contracts must be in writing to be enforceable, including those for the sale of goods over $500 (under the Uniform Commercial Code (UCC)) and contracts that cannot be performed within one year.
IV. Contract Interpretation
A. Parol Evidence Rule
– Prohibits the introduction of evidence outside of the written contract that would contradict or modify the written terms.
B. Rules of Construction
– Courts will interpret ambiguous terms against the drafter (contra proferentem) and will look to the parties’ course of performance and industry standards to interpret terms.
V. Performance and Breach
A. Conditions
– Conditions precedent, concurrent, and subsequent that affect the obligations to perform.
B. Anticipatory Breach
– Occurs when one party indicates they will not perform before the performance is due, allowing the other party to sue immediately.
C. Actual Breach
– Failure to perform as promised when performance is due.
VI. Remedies
A. Damages
– Compensatory Damages: To put the non-breaching party in the position they would have been in had the contract been performed.
– Consequential Damages: Foreseeable damages that flow from the breach.
– Punitive Damages: Generally not awarded in contract law unless there is a tort claim involved.
– Liquidated Damages: Agreed upon damages specified in the contract.
B. Equitable Remedies
– Specific Performance: Court order requiring the breaching party to perform as promised.
– Injunction: Court order preventing a party from doing something.
– Rescission: Cancellation of the contract.
VII. Third Party Rights
A. Assignment and Delegation
– Assignment: Transfer of rights under the contract.
– Delegation: Transfer of duties under the contract.
B. Third Party Beneficiary
– A person who is not a party to the contract but stands to benefit from its performance.
VIII. Alaska-Specific Considerations
Alaska, like many other states, generally follows the common law of contracts but also has specific statutes and regulations that may impact contract enforceability and interpretation. For instance, Alaska has adopted the UCC, which governs the sale of goods and may differ from the common law in significant ways. It is crucial to consult the Alaska Statutes and the Alaska Administrative Code for any state-specific provisions.
IX. Key Cases and IRAC Examples
While there are no specific Alaska Supreme Court cases provided here, the following is an example of the IRAC format used to analyze a hypothetical case.
Case Name: Promisor v. Promisee (Alaska Supreme Court, Year)
Issue: Whether Promisor’s promise to sell a parcel of land to Promisee was enforceable under Alaska law despite the lack of a written contract.
Rule: Under Alaska’s Statute of Frauds, contracts for the sale of land must be in writing to be enforceable.
Application: Promisor made a verbal agreement with Promisee to sell the land, which was never put into writing. Although Promisee made improvements to the land in reliance on the promise, the agreement is unenforceable without a written contract per the Statute of Frauds.
Conclusion: The court is likely to find that the contract is unenforceable due to the lack of a written agreement, as required by the Alaska Statute of Frauds.
This study guide provides a foundation for understanding contract law as applied in Alaska and prepares students for final examinations. Students should supplement this guide with specific Alaska statutes, regulations, and cases for a complete understanding of contract law in the state.