Overview[ edit ] Individual Restatement volumes are essentially compilations of case lawwhich are common law judge -made doctrines that develop gradually over time because of the principle of stare decisis precedent.
Reset Password Chapter Contract Law Just as property law is concerned with creating legal rights, and tort law and criminal law with defending them, contract law and related legal fields are intended to provide for the orderly transfer of rights from one person or organization to another.
This chapter will provide a broad overview of some of the types of agreements that can be created, the types of rights they can transfer, and some of the legal restrictions and requirements involved. Many of the principles governing contracts and other agreements date back centuries, to medieval England or even to ancient Rome.
Much of contract law falls under the category of common law, or judge-made law see chapter 5 at 5. Each state and federal district, unincorporated territory, and Indian reservation of the United States has its own body of statute and common law that governs the creation and enforcement of contractual obligations.
These laws can vary from one jurisdiction to another, and the statements and analysis offered here are only generalizations. While not binding on courts, the Restatement is of great persuasive value in helping courts determine how the law should be applied in specific cases.
A contract, under the broadest possible definition, is a legally enforceable promise. Contracts are classified in many different ways.
For example, a contract may be unilateral a promise by one party to another or bi- or multilateral a set of complementary promises made by and between more than one party. A contract may be oral or written although an oral contract is difficult to prove, and, as we will see, some types of contracts must be written.
A type of obligation similar to a contract may even be created, under certain circumstances, by a court in the interests of justice; this is known as quasi-contract or a contract implied in law. We speak of contracts as either enforceable legally binding or unenforceable. An enforceable contract creates legal obligations, and the failure to comply with them creates a breach of contract, the remedies for which are discussed in more detail below.
These are related but distinct concepts.
A void contract is a legal nullity; it does not exist under the law and is unenforceable by its very nature. A voidable contract, on the other hand, is one that can be legally canceled by one of the parties without causing a breach of contract.
In some cases, a voidable contract can become enforceable if the party having the right to avoid compliance does not choose to do so.
Generally speaking, in order to create a contract, the parties must make clear their intent to be bound by their agreement, and the agreement must be specific and definite enough for a court to enforce.
The contract must contain terms that are specific enough to allow the court to determine what was promised. In addition, the contract must allow some mechanism of enforcement, or a way for the court to ensure that the parties honor their respective obligations.
The parties do not need to foresee every contingency or set forth every possible term, but at a minimum, the contract must specify: The parties may also wish to specify the time for performance, i.
If they fail to include such a provision, the court may impose such a time limit as it finds reasonable under the circumstances. The parties to a contract are the persons or organizations who are offering or accepting a transfer of rights.
Generally, only the parties who are named in a contract may sue or be sued to enforce it. There are two main exceptions to this principle. The first exception is where a party to a contract has transferred his rights or obligations to a person or organization not originally part of the deal.
In most cases, an assignee steps into the shoes of a party, and can sue and be sued as if he had originally been a party to the contract. Such an agreement creates a novation, and the delegate becomes a party for all intents and purposes.
Such a third party beneficiary can sue to enforce the contract if he was intended to have enforceable rights. Party C, who has no obligations under this agreement, would be a third party beneficiary. A person or organization that derives benefit from a contract, but was not intended to have enforceable rights such as a property owner whose property value is enhanced by the construction of a road or railwayis an incidental beneficiary, and has no right to sue to enforce the terms of the agreement.
This is usually done in the form of an offer and acceptance, discussed below.In American jurisprudence, the Restatements of the Law are a set of treatises on legal subjects that seek to inform judges and lawyers about general principles of common law. There are now four series of Restatements, all published by the American Law Institute, an organization of judges, legal academics, and practitioners founded in Both a contract drafter and a contract reviewer can save some time by first reviewing — together — the Common Draft short-form contract drafts (as well as other clause titles) and discussing just what types of provision they want in their document.
restatement - Translation to Spanish, pronunciation, and forum discussions. Unjust Enrichment: Some Introductory Suggestions membership, he has produced a masterpiece, the Restatement (Third) of Restitution & Unjust Enrichment.1 He has reestablished the subject as as a crucial building block of .
YALE LAW JOURNAL VOL. XLII MARCH, No. 5 THE RESTATEMENT OF THE LAW OF CONTRACTS CHARLES E. CLARKt THE publication of the completed Restatement of the Law of Con-tracts makes officially available the first fruit of the gigantic project.
The American Law Institute is the leading independent organization in the United States producing scholarly work to clarify, modernize, and otherwise improve the law.