Posted: March 12th, 2023

business law analysis

On November 1, 2022, Kona’s Best Coffee, a wholesale coffee bean company, sent the following fax signed by Charles Morrison, the owner and president of Kona’s Best Coffee, to all their coffee shop and grocery store accounts, including Don’s Supermarkets, who sell Kona’s Best Coffee:

“Offer for Sale: Kona Deep Roast Blend, special price, $20.00/lb. Limit 200 lbs per customer. This offer will not be revoked or modified for 30 days.”

Between November 5 and November 10, 2022, the global market price for coffee skyrocketed due to a tsunami that hit Asia and destroyed much of the Indonesian coffee crops. On November 12, Charles sent the following fax to all their coffee shop and supermarket accounts, which was received by Don, the owner of Don’s Supermarkets on the same day:

“Due to the destruction of some of the world’s coffee bean crops, coffee manufacturers have increased prices on all coffee. As a result, the price of Kona Deep Roast Blend has increased $10.00/lb to $30.00/lb.”

On November 13, 2022, Don sent the following signed fax to Charles: “
I am accepting your offer of November 1, 2022, and agree to purchase 100 lbs of Kona Deep Roast Blend at $20.00/lb.”

Ted, the owner of Ted’s Java Hut, was not one of Charles’s accounts to whom Charles sent faxes, but Ted learned about both of Charles’s faxes from Don, and he sent the following fax to Charles on November 13, 2022:

“I am accepting your offer of November 12, 2022, and agree to purchase 50 lbs of Kona Deep Roast Blend for $30.00/lb.”

Charles refuses to satisfy either order.

(a) Don sues Charles for breach of contract. Judgment for whom? Explain fully.

(b) Ted sues Charles for breach of contract. Judgment for whom? Explain fully.

(A)

Issue: Does Don have a claim against Charles for damages when he fails to fulfill the coffee order?

Rules: Under the UCC, a merchant who provides a written, signed firm offer cannot revoke or modify that offer for the period offered. This is a different rule than the common law where an offer can be revoked at any time (unless an option contract has been formed).

Analysis: Here, Charles is a merchant and provides a written signed offer to his accounts including Charles. The offer says it will be open for one month so Don’s acceptance by fax (a reasonable method of acceptance) was made prior to the stated deadline and a contract was formed. Charles’ attempted revocation on November 12th is ineffective.

Conclusion: A valid contract was formed for $20/lb and Charles is liable for breaching the contract.

(B)

Issue
: Does Ted have a claim against Charles for failing to deliver the coffee?

Rules: A valid contract is formed when there is mutual assent. Only a valid offeree may accept an offer to form a contract.

Analysis: Ted was not a valid offeree, so he has no right to accept the offer. It was not an offer communicated by Charles to Ted. Ted’s purported acceptance is really an offer, which Ted was free to accept, reject or ignore.

Conclusion: Charles in not liable.

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Introduction to Contracts & Mutual Assent

Professor Marya Gould

Questions to Consider
Contract law is essential to the operation of businesses, the economy, and our legal system.

What would happen if we did not have contract law?
How do we determine which promises are worth enforcing?
What does it mean to “enforce” a contract?
Why do people enter into contracts?

Sources of Contract Law

Common law
Uniform Commercial Code (the “UCC”)(general rules and merchant only rules)

Where does the Restatement fit in?
Is the “common law” in WA the same as the common law in New York or California?

The Uniform Commercial Code
The UCC is a set of model uniform laws governing commercial transactions proposed by legal experts and then adopted in whole or in part by the states.
The idea behind the UCC is to simplify, clarify and modernize contract law, and to make it uniform across multiple jurisdictions. The UCC tries to give the parties great flexibility in deciding how to handle their commercial affairs, to the extent that this is possible.
See UCC § 1-102(2).
Is the UCC the same in WA as it is in TX?

UCC Article 2: Sales
Article 2 of the UCC governs the sale of goods in New York. Article 2 of the UCC only applies to the sale of goods.
So, we need: (1) a sale, and (2) goods. We do not need a merchant, unless specified by a particular UCC provision.
If we don’t have a sale and goods, then what law applies?

UCC Article 2: Sales (cont’d)
According to UCC § 2-106, a sale is: “the passing of title from the seller to the buyer for a price.”
UCC § 2-105(1) defines goods, with some exceptions, as “all things which are moveable.”
What does this exclude?

Definition of a Contract
“A contract is a binding agreement that the courts will enforce.”

RESTATEMENT: A contract is “a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.” §1

And, a promise is “a manifestation of the intention to act or refrain from acting in a specified way.” §2

Four Basic Requirements of a Valid Contract
Mutual Assent
Consideration
Capacity of the Parties
Legality of Purpose
IMPORTANT NOTE: IN MANY CASES, NO WRITING OR FORMALITIES ARE NECESSARY TO HAVE A VALID, BINDING CONTRACT.

Questions to Consider on Mutual Assent
Do we have a valid offer?
May the offer still be accepted or has the offer been terminated?
Has there been a valid and timely acceptance?

What is a Valid Offer?

The textbook states that an offer must:

Be communicated to the offeree;

Manifest an intent to enter into a K;

Be sufficiently definite and certain.

We will look at each one of these elements one at a time.

Communication of the Offer

The offer must be communicated to the one seeking enforcement of the contract and the offeree must know about the offer at the time of purported acceptance.
Offeree knows about the offer.
Offer must be communicated in an intentional manner.
Offer must be made or authorized by offeror.

Intent (Objective) of the Offer
The offeror must manifest her intent to enter into a contract.
As in many areas of the law, the standard is objective, rather than subjective.
We ask whether a reasonable person in the position of the offeree would have believed that an offer was made — not whether the alleged offeree believed it or not.

Intent to Make an Offer

(Exceptions/Special Cases)

Negotiations
Advertisements
Auctions

Definiteness of Terms
Common Law Approach

UCC Approach: see UCC § 2-204(3)
Gap-Filling Provisions: UCC § 2-305.
Output and Requirements Ks: UCC § 2-306.

Duration of Offers
Offers can terminate prior to acceptance for a variety of reasons.

Lapse of time.

Rejection by offeree.

Counteroffer.

Death or Incompetency of either party.

Destruction of the subject matter of the K.

Illegality.

Revocation.

Revocation
An important rule: typically, an offeror may revoke her offer prior to acceptance even if she promises to keep the offer open.

Why? Because the promise to keep the offer open is not supported by consideration.

So generally, offers are always revocable, BUT there are, however, ways to make an offer “irrevocable.”

Irrevocable Offers
Typically, an offeror may revoke her offer prior to acceptance even if she promises to keep the offer open. So, how can we make an offer irrevocable?
Three methods:

An option contract.

Firm offers under the UCC.

Commencing performance on a unilateral contract.

Firm Offer under UCC § 2-205
An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months.
What are the key concepts in the statute?

Who must make the offer?

What must the offer involve?

What form must the offer take?

What must the offer say?

Does there have to be consideration?

What are the timing rules?

Methods of Acceptance

Unilateral Contracts

Unilateral contracts are accepted by performing the requested task.

Most bilateral contracts are accepted by providing a promise to perform (not by rendering actual performance).
Bilateral Contracts

Acceptance By Silence?

In general, you cannot have acceptance by silence. Usually, the acceptance must be an explicit or implied expression of assent. Silence does not satisfy this test.

When is an Acceptance Effective?
The general rule: acceptances are valid upon dispatch — the “Mailbox Rule.” But this rule only applies if the offeree used the proper means to accept the offer.
Acceptances by authorized means are effective upon dispatch (when they are sent).
Acceptances by unauthorized means are effective upon receipt (when the offeror receives them).
So, how do we know if the offeree used the proper means to accept the offer?

Authorized v. Unauthorized Means of Acceptance
Authorized = anything that the offeror specifies or if the offeror does not say, then any medium reasonable in the circumstances.

Unauthorized = anything contrary to the offeror’s direct instructions, or if the offeror did not specify, then a medium or method that is not reasonable.

Remember: we still can have a K, it just changes the timing rules of acceptance.

The Legal and Ethical Environment of Business, Version 3.0

Terence Lau and Lisa Johnson

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PUBLISHED BY:
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©2019 BY FLATWORLD. ALL RIGHTS RESERVED. YOUR USE OF THIS WORK IS SUBJECT TO THE LICENSE AGREEMENT AVAILABLE.
NO PART OF THIS WORK MAY BE USED, MODIFIED, OR REPRODUCED IN ANY FORM BY ANY MEANS EXCEPT AS EXPRESSLY PERMITTED UNDER THE LICENSING AGREEMENT.

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CHAPTER 6
Contracts

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INTRODUCTION
Implied Covenant: A promise the law requires in all contracts, regardless of whether the parties state it or not.
Good faith: Without deception; honest.
Contract: A legally enforceable promise.
Express contract: A contract where the terms are explicitly discussed among the parties.
Implied-in-fact contract: A contract that arises from the conduct of the parties, rather than through explicit discussion of terms.
Quasi-contract: An equitable remedy imposed by a court in the absence of a contract to avoid unjust enrichment by a party.

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INTRODUCTION
Damages: Compensable loss.
Breach: The failure to perform duties and obligations required by contract.
Private law: A legally binding agreement between consenting parties that does not apply to the public at large.

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INTRODUCTION
Terms: Elements of contracts that specify important matters, such as:
Quantity
Price
Time for performance
Mutual assent: In common-law contracts, comprises offer and acceptance.
Noncompete clause: A contract clause that restricts competition for a specified period of time, within a certain geographic region, and for specified activities.

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LEARNING OBJECTIVES
Find out when the Uniform Commercial Code (UCC) is the appropriate law to apply and when the common law is the appropriate law.
Learn the elements of contract formation.
Identify the difference between common-law contracts and contracts between merchants.

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CONTRACT FORMATION
Formation: In common-law, it refers to offer, acceptance, and consideration.
In the United States, contracts are primarily governed by Uniform Commercial Code Article 2 if the contract deals with goods, or by the common law if the contract deals with services.
Uniform Commercial Code (UCC): A model statute that seeks to provide uniformity to contracts law among the different states.
If all elements of common-law contract formation do not exist, then the contract may be:
Void: Refers to a contract that is not valid on its face because it suffers from some fatal flaw.
Voidable: Refers to the status of a contract that may be terminated due to some defect.

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COMMON LAW CONTRACT
The elements of common-law contract formation include:
Offer: In common law, it creates the power of acceptance in another party and includes the agreement’s essential elements, which must be definite and certain.
Acceptance: In common law, it must be a mirror image of the offer.
Consideration: A bargained-for exchange.
Offer and acceptance together form mutual assent, and can be referred to as the agreement.
To be enforceable, the contract must be for a legal purpose and parties to the contract must have capacity to enter into the contract.
Legal purpose: An essential element of contract formation. The subject matter of a contract must have lawful purpose consistent with public policy. If the subject matter of a contract does not have a legal purpose, contract formation will fail.
Capacity: The legal ability to enter into a contract.

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COMMON-LAW CONTRACT
In common-law contracts, the acceptance must be a mirror image of the offer to constitute valid acceptance.
Mirror image: The requirement for acceptance in common-law contracts; it means that the acceptance must be precisely the same as the offer.
If a counteroffer is made, then that would not be acceptance, because the counteroffer would not be a mirror image of the offer itself.
Counteroffer: A rejection of an offer. It is a new offer.
Once an offeree rejects an offer – either outright or through counteroffer, the offeror is free to walk away from the failed negotiation.
If the offerer revokes an offer before the offeree accepts, then the power of acceptance has been withdrawn by that revocation.
Revocation: The retraction of an offer before it is accepted.

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COMMON-LAW CONTRACT
An advertisement is not an offer. It is simply an invitation to bargain.
Invitation to bargain: When a party invites others to make offers to buy; advertisements are a prevalent example.
Advertisements are requests for people to make offers.
Certain statutory protections exist today to protect consumers against unscrupulous merchants who might engage in unethical behavior, such as:
Bait-and-switch advertising.
Race-based denial of services or refusal to contract.

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COMMON-LAW CONTRACT
Common law contracts can be either unilateral or bilateral.
Bilateral: A contract in which both parties make a promise.
Unilateral: A contract in which the accepting party may accept only through an action.
Offers must be communicated in order to be valid.
Mailbox rule: Also known as the deposited acceptance rule, the mailbox rule means that an acceptance is valid and effective when the offeree deposits the acceptance in the mail.
All common-law contracts must contain valid consideration.
There must be a bargained-for exchange of acts or promises, and both parties must incur new legal detriment or obligations as a result of the contract.
Noncompete agreement: A contract or clause limiting the time, place, and scope of future competition.

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ILLUSORY PROMISE
An illusory promise does not constitute valid consideration.
Illusory promise: A statement that looks like a promise but is actually only an illusion of a promise due to its conditional nature or its otherwise lack of a firm commitment.
A legal detriment is a detriment (or burden or obligation) that is legally enforceable.
Consideration must be bargained for.
New consideration is necessary to support new promises and cannot support preexisting obligations.
Under common-law, consideration is necessary to support an option.
There may be cases where a promise is made without the exchange of consideration, but courts may impose remedies on the parties.
Promissory estoppel: An equitable remedy imposed on parties where there is no contract due to lack of consideration, but one party justifiably relied on another party’s promises and began preparations to perform.

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LEGALITY
For a contract to be valid, the subject matter of the contract must be for a legal purpose.
The legality requirement is a reflection of public policy, and demonstrates that a willing seller and a willing buyer are not enough to form a contract.
Contracts in restraint of trade are generally illegal.
One exception is the noncompete agreement – in most states noncompete agreements are valid and enforceable as long as they are reasonable in geographic scope and duration.

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CAPACITY
The parties to contract must have capacity to enter into the contract for its terms to be enforceable against them.
Adults of sound mind have capacity.
A minor who enters into a contract with a party who has capacity may void the contract, but the other party may not.
Any contract with a minor is voidable by the minor under the infancy doctrine.
Infancy doctrine: A legal doctrine that allows minors to disaffirm contracts.
Capacity issues occasionally arise when persons are intoxicated.

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UCC CONTRACTS
Common law governs contracts for services and contracts not governed by the UCC.
Article 2 of the UCC governs the sale of goods.
Goods: As defined in §2-104 of the UCC, things that are moveable, but not money or securities. It does not include land or houses.
Contracts between merchants do not always contain offers that include definite terms, and acceptances are not always mirror images.
UCC provides more flexibility in contract formation than exists in common-law contracts.
Merchants frequently use boilerplate language in their individual purchase orders and invoices.
Boilerplate language: Standard legal language used in contracts or other legal documents.

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UCC CONTRACTS
The UCC embodies elements of the Statute of Frauds.
Statute of Frauds: A statute that requires certain types of contracts to be in writing to be enforceable.
Requires contracts to be in writing and signed by the defendant for goods priced at five hundred dollars or more for those contracts to be enforceable against the defendant.
Other types of contracts that the Statute of Frauds requires to be in writing and signed by the defendant to be enforceable include:
Contracts for any real interest in real property.
Promises to pay the debts of another.
Promises in consideration of marriage.
Contracts that cannot be performed within one year.

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UCC CONTRACTS
Terms that conflict with each other will “fall out” of the contract and be replaced by UCC gap fillers, which can create the terms of the contract.
Gap fillers: In contracts governed by the UCC, terms that can be inserted into a contract when those terms are not definite and certain.
Quantity is an essential term that must be specified in the contract for it to be binding.
A quantity term that states “as much as I need” is sufficient under the UCC to create a requirements contract.
Requirements contract: A type of contract upheld by the UCC where the quantity term is not specified but rather is expressed in terms of requirements.

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DIFFERENCES BETWEEN CONTRACT FORMATIONS BY TYPE OF LAW

UCC
Common Law

Any manner that shows agreement to contract (e.g., words, actions, writing)
Mirror image acceptance required

Quantity term required (except requirements contracts); other terms may be filled in with gap fillers
Essential terms must be definite

Contracts between merchants; contracts for sale of goods priced at $500 or more
Contracts for services and for interest in real property

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KEY TAKEAWAY
A contract is a legally enforceable promise. Common law and the UCC are different sources of contract law. Common law is the appropriate type of law for service contracts and contracts that do not fall under the UCC, like real estate contracts. The UCC governs contracts involving the sale of goods with a price of five hundred dollars or more and in contracts between merchants. Common-law contract formation requires a valid offer, acceptance, and consideration. The parties must have capacity, and the subject matter must be a legal purpose. The UCC relaxes formation requirements by allowing the use of gap fillers for undefined or conflicting terms and by allowing a contract to be formed by any manner that shows agreement to contract.

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LEARNING OBJECTIVES
Learn what constitutes performance.
Understand what it means to discharge obligations in a contract.
Explore different standards of performance.
Examine breach.
Explore defenses to breach.
Learn about equitable remedies.

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CONTRACT TERMS
A contract is an enforceable promise. When the promise is fulfilled, then the contract terms have been satisfied.
The parties are discharged from the contract, because they have fulfilled their legal duties by satisfactorily performing their obligations.
Discharged: When parties to a contract have fulfilled their duties under the contract and they are released from further requirements to perform under the contract.

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PERFORMANCE
Performance: Undertaking the legal duties imposed on us by the terms of the contract.
Parties hope for the successful execution of the terms of the contract and subsequent discharge from it when they enter into a contract.
Complete Performance: Full and perfect performance of the promises, obligations, and duties contained in a contract.

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CONTRACT BREACH
When a party fails to perform under the terms of the contract without a legally justifiable reason, the party is said to be in breach of the contract.
Breach: The failure to perform duties and obligations required by contract.
In a service contract, the standard of performance is substantial performance.

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SUBSTANTIAL PERFORMANCE AND STRICT PERFORMANCE
Substantial performance: The standard for service contracts. It means that the performing party acted in good faith and conveyed enough benefit of the contract to the other party.
The other party can use it for its intended purpose and that the defects arising under the contract may be remedied by money damages.
Strict performance: A standard of performance in a contract that requires perfect performance.
Adherence to a strict performance standard requires express terms in the contract to that effect and circumstances where such a high standard is reasonable.

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PERSONAL SATISFACTION
Performance to the standard of personal satisfaction means that the performance is scrutinized subjectively, either by a party to the contract or by a third-party beneficiary specified in the contract.
Personal satisfaction: A standard of performance in a contract that requires perfect performance.
Reasonable person standard: An objective standard based on reasonableness, against which actions are measured to determine sufficiency.
When the promises in a contract have been fulfilled based on the appropriate standard then the parties are discharged.
When a material breach occurs, the injured party may bring a claim for damages.

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DEFENSES TO CONTRACT BREACHES
Defenses to contract: Valid reasons for breaching the contract.
These defenses include:
Formation problems.
Lack of capacity.
Illegality of subject matter.
Impossibility.
Duress.
Unconscionability.
Undue influence.
Violation of the Statues of Frauds requirement that contracts must be in writing.
Exceeding the statute of limitations.
Mistake.
Misrepresentation.
Fraud.
Commercial impracticability.
Frustration of purpose.

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EQUITABLE REMEDY
Formation problems in common-law contracts relate to whether the offer, acceptance, and consideration were valid.
When all elements of the contract are not present, the court will enforce the promise through an equitable remedy to avoid a perceived injustice.
Equitable Remedy: A remedy imposed by the court to prevent injustice, which allows the court to enforce the terms of a contract, even though, technically speaking, there was no contract to begin with.

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TYPES OF EQUITABLE REMEDY
Quasi-contract: A type of equitable remedy that may be imposed on parties to avoid unjust enrichment to one party at the expense of the other.
Unjust enrichment: A benefit that is conferred or expected to be conferred unjustly.
Quantum meruit: The name for damages awarded in quasi-contract cases, which means as much as is deserved.
Promissory estoppel: A type of equitable remedy that may be imposed on parties to avoid injustice, when one party detrimentally relied on another party’s promise.

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VOIDABLE CONTRACTS
The following defenses are relevant if the contract is validly formed, but voidable by a party.
When people lack the mental ability to understand, they lack capacity.
A minor can understand the terms of a contract, they lack the legal capacity to be bound to it. They can disaffirm the contract if they wish.
Disaffirm: Option that can be exercised by a minor who is a party to a contract to render the contract void.
If the subject matter of a contract or the terms of the contract are illegal, then the contract may be void.
Impossibility is a defense that can be used when performing the contract has become truly impossible.

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ECONOMIC DURESS
Economic duress: A defense to contract that can be exercised when one party had no other reasonable alternative but to enter into a contract due to economic threat or pressure.
Unconscionability is a defense used when the contract contains markedly unfair terms against the party with less bargaining power or sophistication than the party who created the terms and induced the other party to sign it.
Undue influence can be used when one party ceases to be able to exercise his or her free will due to the superior power and influence exerted over that party by the other.

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STATUTE OF FRAUDS
If the contracts required by statute of frauds are not in writing, that can be used as a defense to performance.
If there is a dispute arising under the contract, it will not be enforced because it violates the Statute of Frauds requirement for a writing.
The statute of limitations can be raised by a defendant to argue that the complaint is being brought too late, by law, to do anything about it.

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STATUTE OF FRAUDS
Mistake is rarely a successful defense.
If the parties to a contract truly make a mistake with respect to essential terms of the contract, then that can be used as a defense to performance.
Misrepresentation is when a party makes a false statement that induces the other party to enter into the contract and can be innocent.
Fraud is a closely related concept, and it simply means that one party has used deception to acquire money or property.
Commercial impracticability is a defense that can be used when fulfilling a contract has become extraordinarily difficult or unfair for one party.
Force majeure: Unforeseen act of God that prevents one or both parties from fulfilling their obligations under the contract.
Frustration of purpose is when the contract has become essentially worthless to one party, though the event giving rise to that state was nonexistent or unknown to both parties to the contract at formation.

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BANKRUPTCY
When a party that files for bankruptcy protection is required to pay a debt that was incurred before the bankruptcy was filed, that duty is suspended temporarily or permanently when the bankruptcy is filed through the court’s automatic stay.
Automatic stay: An order by the court to stop all collection activities of prepetition debts owed by a debtor in bankruptcy.
Bankruptcy is a defense to performance of contract for debtors who file for bankruptcy protection.

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CONTRACTS FORMATION

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CONTRACT REMEDIES
Remedies for breach of contract are typically monetary damages.
Expectation damages, including compensatory (such as the finding substitute goods at a higher price) and consequential damages (such as such as lost wages or lost profit), can be recovered.
Specific performance will be required under certain types of contracts.
Specific performance: A remedy that requires complete performance in a breach, rather than (or in addition to) monetary damages.
On breach, the injured party has a duty to mitigate his damages.
Duty to mitigate: A duty placed on a party injured by breach, requiring that party to avoid damages by making reasonable efforts.

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KEY TAKEAWAY
A contract is an enforceable promise. Parties to the contract must perform according to the relevant standard—substantial performance for most service contracts, personal satisfaction, complete performance, or strict performance. Once parties have performed, they are discharged from further obligations under the contract. Failure to perform according to the requisite standard is a breach, which is a compensable injury. A breach may be minor or major. Several defenses exist to breach of contract.

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LEARNING OBJECTIVES
Learn about assignment and delegation.
Examine novation.
Explore restrictions on assignment, exculpatory clauses, noncompete clauses, mandatory arbitration clauses, acceleration clauses, and liquidated damages clauses.
Explore the parol evidence rule.

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ASSIGNMENT AND DELEGATION
Contract elements are important.
Contracts possess certain qualities that prohibit parties from acting in certain ways, unless those qualities are expressly waived.
Contracts are assignable and delegable by law.
Assignment: The ability to transfer rights conveyed by a contract to another party.
Delegation: The ability to transfer duties imposed on a party by a contract to another party.

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RESTRICTION ON ASSIGNMENT
Restriction on assignment: A clause that prohibits parties from transferring the rights conveyed by a contract to another party.
The way to excuse oneself from this liability is to form a three-way novation with the original party and the new party, thereby excusing the exiting party from future liability arising under the contract.
Novation: An agreement that transfers all rights and duties to a new party to the contract and releases the previous party from any further obligation arising from the original contract.
Exculpatory clause: An express limitation on potential or actual liability arising under the subject matter of the contract.
Noncompete clause: A contract clause that restricts competition for a specified period of time, within a certain geographic region, and for specified activities.

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OTHER CLAUSES
Mandatory arbitration clause: A contractual clause that requires the parties to a contract that contains such a clause to submit to mandatory arbitration in the event of a dispute arising under the contract.
Mandatory arbitration clauses frequently foreclose any possibility of appealing arbitration awards in court.
Acceleration clause: A type of clause that accelerates all payments due under the contract on breach.
Liquidated damages clause: A type of clause that sets the amount of damages in the event of breach.

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ASSUMPTION OF A WRITTEN CONTRACT
A major assumption made about a written contract is that it is integrated.
Integrated: The legal assumption made about contracts that they contain the entire expression of the parties’ agreement.
Parol evidence: Statements or actions that are not captured within the four corners of the contract.
Statements or actions that are not captured in the contract are considered parol evidence, and they will not be used to interpret the meaning of the contract.

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KEY TAKEAWAY
Parties to contracts must not only take care to form the agreement so that it is legally enforceable, but they must also be aware of the properties of contracts in general, as well as specific provisions contained within contracts to which they are a party. Properties of contracts include ability to assign, delegate, and exclude parol evidence. Several types of contracts clauses are commonly used to restrict rights and limit liability.

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2/26/23, 2:04 AM Contract Module IRAC Assignment – Pepsi Points

https://seattleu.instructure.com/courses/1606739/assignments/7102578 1/2

Contract Module IRAC Assignment – Pepsi Points
2/26/2023

5 Possible Points
IN PROGRESS
Next Up:

Submit Assignment

Unlimited Attempts Allowed
2/20/2023 to 2/28/2023

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Attempt 1 Add Comment

Details

By Sunday, February 26th (11:59 PM), please submit an IRAC summarizing the Pepsi Points contract
case. 

Please watch this video (https://www.youtube.com/watch?v=ZdackF2H7Qc) , then read the case
(https://law.justia.com/cases/federal/district-courts/FSupp2/88/116/2579076/) and create an IRAC. You
will be graded (up to 5 possible points). The grading will consist of up to 1 point each for Issue, Rule,
Analysis, Conclusion, and up to 1 point for overall clarity, organization, and thoroughness.

(My best guess to do this properly means at least 1 page but less than 2 full pages.)

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https://law.justia.com/cases/federal/district-courts/FSupp2/88/116/2579076/

2/26/23, 2:04 AM Contract Module IRAC Assignment – Pepsi Points

https://seattleu.instructure.com/courses/1606739/assignments/7102578 2/2

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