Florida Law School 1L Study Guide for Contracts

Florida Law School 1L Study Guide for Contracts

I. Introduction to Contracts
A. Definition and Purpose of Contracts
– A contract is a legally enforceable agreement between two or more parties that creates mutual obligations. The purpose of a contract is to establish the terms on which the parties agree to associate.
B. Essential Elements of a Contract
– Offer, Acceptance, Consideration, Mutual Assent, and Legality.
C. Types of Contracts
– Bilateral vs. Unilateral, Express vs. Implied, Valid, Void, Voidable, and Unenforceable.

II. Offer
A. Definition and Requirements
– An offer is a promise to act or refrain from acting, which is made in exchange for a return promise.
– Must be communicated to the offeree, manifest an intent to enter into a contract, and be sufficiently definite and certain.
B. Termination of Offer
– Revocation, Rejection, Counteroffer, Lapse of Time, Death or Incapacity, and Destruction or Illegality of the Subject Matter.

III. Acceptance
A. Definition and Requirements
– Acceptance is a manifestation by the offeree of a willingness to enter into a contract on the terms of the offer.
– Must be unequivocal and communicated to the offeror.
B. Mailbox Rule
– Acceptance is effective upon dispatch when the offeree uses a manner of acceptance expressly or impliedly authorized by the offeror.

IV. Consideration
A. Definition and Purpose
– Consideration is what each party gives up to the other as the agreed-upon price for the other’s promise.
– Can be a benefit to the promisor or a detriment to the promisee.
B. Adequacy and Sufficiency
– Courts generally do not inquire into the adequacy of consideration, but it must be sufficient (i.e., something of legal value).

V. Defenses to Formation
A. Capacity
– Parties must have the legal ability to enter into a contract (age, mental competency).
B. Duress and Undue Influence
– Contracts signed under duress or undue influence are not entered into freely and may be voidable.
C. Misrepresentation and Fraud
– Material misrepresentations can lead to a contract being voidable by the party that relied on the misrepresentation.
D. Mistake
– Mutual or unilateral mistakes may provide a basis for contract avoidance if it pertains to a basic assumption of the contract.

VI. Statute of Frauds
A. Purpose
– Certain contracts must be in writing to be enforceable, including those involving land, those that cannot be performed within one year, and others specified by law.
B. Florida Specific Requirements (Florida Statute 725.01)
– Florida’s Statute of Frauds requires additional contracts to be in writing, such as health care guarantees and newspaper subscriptions.

VII. Performance and Breach
A. Performance Standards
– Complete performance, substantial performance, and material breach.
B. Excuse of Performance
– Impossibility, impracticability, waiver, and release.
C. Remedies for Breach
– Compensatory damages, specific performance, restitution, and liquidated damages.

VIII. Third Party Rights
A. Assignment and Delegation
– Rights under a contract can often be assigned, and duties can be delegated, but some exceptions apply.
B. Third Party Beneficiary Contracts
– A third party may have rights in a contract if it is clear that the contract was intended to benefit that third party.

IX. Case Law
A. Hawkins v. McGee (1929) – The “Hairy Hand” case
Issue: Whether the plaintiff was entitled to damages based on the defendant’s promise of a certain result from surgery.
Rule: Damages are based on the difference between the promised result and the actual result.
Analysis: McGee promised a 100% good hand but delivered a hairy hand with complications.
Conclusion: Hawkins was entitled to damages from McGee for breach of contract.

B. Hadley v. Baxendale (1854)
Issue: The extent to which damages can be recovered for breach of contract.
Rule: Damages are recoverable only if they are reasonably foreseeable at the time the contract was made.
Analysis: The mill owner could not recover profits lost during the delay because the carrier did not know about the specific circumstances.
Conclusion: Hadley was not entitled to the lost profits because they were not within the reasonable contemplation of the parties.

C. Carlill v. Carbolic Smoke Ball Co. (1892) – Unilateral Contract
Issue: Whether an advertisement amounted to an offer that could be accepted by performance.
Rule: A unilateral contract is formed when the specified act is completed.
Analysis: The company’s advertisement was an offer for a unilateral contract that was accepted by Carlill’s use of the smoke ball.
Conclusion: Carlill was entitled to the reward because she performed the requested act.

This study guide provides a brief overview of key concepts in Florida contract law. For a more detailed understanding, students should review their course materials, case law, and statutory provisions specific to Florida.

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