Lesson 5 CONTRACTS A party who could have dacovered the fraud by reading the contract, andi fact had as oppor odo o, cannot ater be heard to Complat tha the contractual terms bind her Judge Michiel 8. Kanne! hill not do fer aman to enter nto a contrat and, when called ipo te respond t i obigations, to 26y that he dd not read it hen he Sled ie or did not inow what tt contained. If this were perited Contracts would not be worth te paper on which they are writen Susie Ward Hunt ‘A verbal contact ont worth the paper writen on. Semel Gotdwya? ontacs are tthe center of inteoationl business. They govem the relationships between paris by setting fet heights and dies ofeach party. ‘They may sso include provisions to resoive cepts that my arse in performing the coneact When writing contracts, may lwyecs simply take am agreement from an erie eal and update it forthe ew desl. This wil work when the eater deal was ‘sbstnilly simula tthe wew deal ba often te eatler contracts may inelod terms hat tue insevant to the new dal, When the Iyer does ot relly understand thse new terms the lawyer may be afi to delete them, But leaving imeevant terms ina contact Can alo create problems if there e# isput later about pvformance ofthe contact. ‘Contracts course tht law students usually take in the fist year of schol in the United States, Many ofthe woul and concepts lamed in that cours appear in later lw school courses involving commercial ele, corporate la, eternal business transactions, securities lw, taxation of patialr transactions, business franchise la, sc censing. The aw of contacts is aught from common law concep of contrat lm, " pegesbrger Chie Apion Cons Lal, 138.3 1203, 1207 (C198. * Up .Dibdeock, SE US. (Ot) 4, 501675), a ced BEE C GoM, QUOTE I! DworaaLE Laon: QoraToNs 21 (98) 2 py, Simagen ayo Euzaner Pcs, Tas QUUTARLE LAWYER 6 (1556) (unng LAURENCE rman Quran 197)but concepts fom the Uniform Commercial Code often appear in standard courses ‘Unfortunately concepts from the Convention onthe International Sales of Goods (CIS6) se often taughtonly i specialty” courses such 2 International Business Transaction Many US. lawyers never leam that ther it an iolemalionl Wealy it governs ‘eanstetons male with pate ran oder igatry counties, Although many ofthe principe of sontt Inu wil familie Tagen nine ‘in civil law cous, some principles ~ sich a5 “consideration” ~ may case some Sktiatybosaue they are unique to common law contact formation, Adsitonally, the oncept of "consideration" 8 confusing not only because it s a uque concept, ba because it wesw common word ~ the nominlized form of the verb "Wo consider." AS the late American pilooptier Mortimer J. Ader noted, we ae al fair withthe ac, ‘hat “most words have multiple measings"” Why, thea, do we give “consideration” to ‘he concep of ‘eosideration” in contact law? Consicerstion, in contact law, has been ‘efned as an imlucement to contact, but the definition i subject to many qualiations land explanation First-year law students in che United Sates may spend several weeks frying fo anawer thst queston, In contact negotiation, should an inleratonalatorey ‘be cancered about a clause which claims tha a contet i being made for “good snd ‘valoble consideration, receipt of which hereby acknowledge by the othe party® ‘This lesion includes a section to build legal vocabulary, an examination of a realestate advertsament 10 explain the “saute of Frauds," a tnience editing exercise, anda aentencedrgfing exercise. In the nex esson, we wil examine and "brig? a famous conracs cate ov the conse of mutual obligation” ‘he Un Caner Cade (UCC ago pet ossnon commer fo each of te stolen a oe te a he pe ee am tt ‘Sr sushi spon este of Lian ih lbw aw aon rt echt, Bo owe natn sob UC se Ord Maco. The Langue he Unom Conor Code 7FYa2L 185 (6. For oman tout sel cnc btw ie UC Sls of he eat ed wae he ana re f feral as. ee J A. SPIED Inet nd UCE Arle? Conf and Con UIPLL TIL (937 * Unite Nene Cen om Cav fr te nerainl Sele of Goods UN. GAOR, UN. DOC. [NCORESIS U0), rp 19 TL. 668 (98 eb Per Wap lard 0 he Sonn ow nent Slr ef Good Coon IBNLL 3 (88) A somo” it bate ve at Ma aon aed ne 2 moan RIGLRD CWI, PLA ‘Bhotiron avons 25 (hed 530. * Monroe 1. Ase, Te Posorcis MISTS (1989) “One the sane wo an have x swe vay of mang In in nt come ie rd ea se ote ing ae bn dp ep se of te ame fo hese qutin creed fr ote ses ch ab he nnn Lge! Spent "laresaton US. Lew” or "Com" The ute of ‘Srodsng th ol taco Be ele en 0 pr eta ve stane hA. BUILD YOUR LEGAL VOCABULARY Please selec the Best de 1. Oferee 1. frson who makes an offer Jerson who may accep an offer. Je Otel who judges spring event J. Thesubjece mater ofa conuar., 2 ofivor Js rion who mkes an offer. 1b A ferson who may accep an oe. eA person who paces a geera svertement in a newspaper Jt A took. 3. Acceptance ‘Anexception toa general eof JA cunterofer tht changes the ers ede by the offeror. Surender tothe lens ofthe offeror. i A manfesttion of arent by he feo be bound tthe terms of the re 4, Consideration , Prosest af judicial deliberation before exdrings decision na contested case. fs. Te eng recitals of “bierplate™ langage appearing in many cons. fe Theinducerent to enter a canal, ted. 2cesary elemeat to prove the ‘lity of «conic. 1 Thedetrimental eliance of sa offre 5. Promisary Extoppet 1A Tue to prosecute a civil or cnn ation, 1 Power to make an offer to the public he than a specific indivi omar | ition foreach of he following contract law terms Equitable doce recognized se 2 sbatate for consideration in som a Abiity of an agen to bind a principal in maters beyond he sepe of agen. 6 Unilateral Contract 2. Acontet forthe sale of only asingle An unenforceable cont. Je. A conract where there no “meting a. ‘A contract whete only one party makes s promise or undeakes perfomance, 1, Covet emptor Erection made by partes to alter of csi to apply the Uniform Customs and Practice for Documentary Credits ricipe wo protect eansumers rom escroplons sets. Je A Latin tem for "et he buyer Implied waranty ofness fr use. 8, Option Contract, 2. contract hat not binding because performance ie option Jb. A binding agreement in which te owner sect to sll the propery to prospective purchase, ata specified ‘ce within a tated period of ine A offer that an be revived afer being ested by the oes In socustes la, 2 purchasing ‘mechanism tet i sed only 09 the Nes” ‘Yor Stock Exchange