I.

An overview of Contract Law

 Agreement
 Agreement – A meeting of two or more minds in regard to the
terms of a contract; usually broken down into two events – an
offer by one party to form a contract and an acceptance of
the offer by the person to whom the offer is made.
 Offer
 An offer is a promise or commitment to perform or
refrain from performing some specified act in the future.
 The party making an offer is called the offeror, and the
party to whom the offer is mades is called the offeree.
 The offer requirements are:
 Intent
 Definiteness
 Communication
 Offer
 Intent: The offer must be effective

 a. Statements of Future Intent

 b. Advertisements, Catalogues and Circulars
 c. Preliminary negotiations
 d. Auctions
 e. Agreement to Agree (MoU)
 Offer
 Definiteness
 The terms of the offer must be reasonably certain so that the
parties and the court can ascertain the terms of the contract.
 Communication
 The offer must be communicated to the offeree.
 Offer
 Termination of the Offer

 1. Termination by action of the parties

 a. Revocation of the offer

 The special case of an irrevocable offer

 b. Rejection of the offer by the offeree

 c. Counteroffer by the offeree

 The mirror image rule

 Offer
 Termination of the Offer

 2. Termination by operation of law

 a. Lapse of time

 b. Destruction of the subject matter

 c. Death or incompetence of the offeror or the offeree

 d. Supervening illegality of the proposed Contract

 Acceptance
 An acceptance is a voluntary act by the offeree that
shows assent to the terms of an offer. The offeree’s act
may consist of words or conduct.
 Who may accept?
 Unequivocal acceptance
 The mirror image rule
 Acceptance
 Silence as acceptance
 Silence in certain circumstances may constitute acceptance.
 Silence can also operate as an acceptance when the offeree has
had prior dealings with the offeror.
 Communication of acceptance
 Time
 Authorized means of communication
 Agreement in E-contracts
 Provisions to include:
 1. A clause that clearly indicates what constitutes the buyer’s
agreement to the terms of the offer, such as a box containing the
words “I accept” that the buyer can click on to indicate acceptance.
 2. A provision specifying how payment for the goods (including any
applicable taxes) must be made.
 3. A statement of the seller’s refund and return policies.
 4. Disclaimers of liability for certain uses of the goods.
 5. A provision specifying the remedies available to the buyer if the
goods are found to be defective or if the contract is breached.
 6. A statement indicating how the seller will use the information
gathered about the buyer.
 7. Provisions relating to dispute settlement, such as an arbitration
clause or a forum selection (court or jurisdiction) clause.
 Agreement in E-contracts
 Online Acceptances
 Click-on agreements
 Shrink-Wrap agreements
Linking the law to marketing
 Customer Relationship Management

 Netflix and amazon

 By creating an individualized rating system that predicts how a
client will rate thousands of different movies.
 By rating more movies the predictive reliability becomes more
accurate. By applying this individual rating system to books or
movies the client didn’t see Netflix and amazon are able to
suggest movies that this client might like.