Lecture on Contracts and Enforceability

Key Concepts

• Statute of Frauds: Certain contracts must be in writing to be enforceable, such as those not performed within a year.
• Example: Wedding planning often takes more than a year, requiring written contracts for vendors like photographers.
• Enforceability: Without a written contract, enforcing the agreement becomes difficult, potentially leading to higher costs if the service provider defaults.

Types of Contracts Requiring Writing

1. Contracts Not Performed Within a Year

   • Example: Booking a photographer for a wedding over a year away.

2. Guarantees

   • Example: Guaranteeing corporate debts requires written documentation.

3. Land Sales

   • Example: Sales involving land often require evidence of the agreement in writing.

4. Sale of Goods Over $50

   • The Sale of Goods Act often applies, especially for commercial sellers.

Importance of Written Agreements

• Written agreements clarify terms and prevent disputes.
• A contract without written evidence may be considered unenforceable in court.
• Written evidence not necessarily a formal contract but could involve emails or other documentation showing agreement on key terms.

Part Performance

• Definition: Actions taken based on an agreement can imply a contract exists.
• Example: A farmhand building on land based on a verbal agreement of land transfer.
• Caution: Relying solely on part performance can be risky.

Contractual Obligations and Discharge

1. Discharge by Performance

   • Complete Performance: Both parties fulfill contract terms.
   • Substantial Performance: Minor terms unfulfilled, but the contract is nearly complete.

2. Discharge by Breach

   • Breach of Condition: A significant failure that allows the non-breaching party to end the contract.
   • Breach of Warranty: A minor breach that can lead to damages but not contract termination.

3. Discharge by Agreement

   • Bilateral Discharge: Mutual agreement to end the contract.
   • Unilateral Discharge: One party releases the other without new consideration, potentially unenforceable.

4. Discharge by Frustration or Force Majeure

   • Contracts can end if a specified event occurs that prevents performance, like natural disasters.

Exemption Clauses

• Clauses that limit liability must be clear and conscionable at the time of contract creation.
• Public policy may prevent enforcement if misused, especially in cases of gross negligence or intentional misconduct.

Anticipatory Breach

• Definition: One party indicates they will not fulfill contractual obligations before performance is due.
• Options for Victim: Choose to terminate and sue or continue to demand performance.

Practical Considerations

• Always get agreements in writing to avoid disputes.
• Contracts in business and daily transactions often have implicit terms that benefit from clarification.
• Employment contracts also follow similar principles, with considerations for notice and severance.

Questions and Case Studies

• Discussed practical examples and implications of various contract terms and breaches.
• Highlighted real-world scenarios where these legal principles apply, such as employment and service contracts.

This lecture emphasizes the importance of written agreements and understanding contract enforceability, particularly for long-term and significant transactions. Legal principles such as the Statute of Frauds, part performance, and exemption clauses play crucial roles in determining contractual obligations and rights.