FL CONTRACTS

Question 1

Valid Contract

Answer 1

A valid contract requires an offer, acceptance, and consideration

Question 2

Valid Offer

Answer 2

An offer is a manifestation of an intent to enter a contract. It must have specific and definite terms. Under the UCC, a quantity term must be stated.

Question 3

Valid Acceptance

Answer 3

Acceptance is mutual assent to the same bargain, at the same time, and to contract. The terms of the offer control the method of acceptance. There must be a meeting of the minds for mutual assent to occur. Silence is generally not considered an acceptance. Once an offer has been rejected, the offeree’s power of acceptance no longer exists.

Question 4

Offeror as Master of the Offer

Answer 4

The offeror is the master of the offer and may specify any reasonable manner of acceptance. If not specified in the offer, the offeree may accept by any reasonable method. The offeror may also specify a time within which acceptance may occur.

Question 5

Part Performance Implying Promise to Complete Contract

Answer 5

In order for part performance to imply a promise to complete performance, (1) the offer must have been for an entire K and not a series of K (2) performance that is started must be a part of the actual performance bargained for, and not mere preparation and (3) the implied acceptance must be communicated to the offeror, even if its by way of the offeror observing the part performance.

Question 6

Valid Contract Consideration

Answer 6

Consideration is a bargained for exchange of promises to perform something the parties do not legally have to do or promises to refrain from doing something the parties have the legal right to do. IN FL, consideration can be in the form of either a legal benefit to one party or a legal detriment to the other. Under the doctrine of mutuality of obligation, both promises must be legally binding or the contract is void for lack of consideration.

Question 7

Pre-Existing Duty Rule

Answer 7

Under the pre-existing duty rule, consideration may not be in the form of a pre-existing duty. It does not constitute a legal detriment when a party performs an act that he is already legally obligated to do. Such a subsequent promise is unenforceable.
The rule does not apply to UCC contracts b/c modifications need only be made in GF.

Question 8

Bilateral Contract

Answer 8

An offer to create a bilateral contract occurs when acceptance requires the return of a promise. The mutual promises are given as the agreed bargained for exchange for each party. Each party promises performance, so each party is both a promisor as to his own promise and a promisee on as to the other’s promise.

Question 9

Unilateral Contract

Answer 9

An offer to create a unilateral contract occurs when the acceptance can occur only by performing the requested act. Under the majority/modern rule, once performance begins, the offer becomes irrevocable, and mere preparation, no matter how detrimental to the offeree, does not affect the offeror’s power of revocation. The unilateral contract is formed when the requested act is performed.

Question 10

Implied Contract

Answer 10

Quantum Meruit is a restitutionary remedy that is awarded only when there is not an enforceable contract and the court needs to imply the existence of a contract at law to avoid unjust enrichment. The party is entitled to the reasonable value of the services performed.

Question 11

Statute of Frauds

Answer 11

The SOF requires that certain contracts be in a writing that contains the essential terms including quantity, and signed by the party against whom enforcement is sought. SOF applies to
1. marriage
2. contracts that will take longer than a year to perform
3. land sale contract
4. promises of estate executors to pay debts of the decedent
5. contracts for the sale of goods that are $500 or more and
6. suretyships/guarantors

Question 12

SOF may be satisfied by

Answer 12

1. signed writing
2. merchant’s confirmation
3. in court admission
4. partial or full performance or
5. substantial reliance by the seller of specifically manufactured goods

Question 13

Part Performance

Answer 13

In Florida, there must be proof that an oral contract was made, that all or part of the consideration was paid, that the purchaser had possession, and that the purchaser made valuable and permanent improvements on the land with the consent of the vendor, or in the absence of improvements, proof of such facts as would make the transaction a fraud on the purchaser if it were not enforced.

Question 14

Debt Barred by a Technical Defense

Answer 14

In FL, a promise to pay a debt barred by the SOL is enforceable if it is in writing and signed by the party to be charged.
Federal –
Courts will enforce the new promise if it is in writing or has been partially performed. However, court will enforce the contract only to the extent of the new promise.

Question 15

Contracts of Minors

Answer 15

In FL, marriage of a minor removes contractual incapacity notwithstanding the subsequent death of a spouse or dissolution of the marriage.
Federal –
Minors, under 18, are legally incapable of incurring binding contractual obligations. Timely assertion of this defense by a promisor makes the K voidable at his election.

Question 16

Exceptions to Minors Entering Contracts

Answer 16

In FL< disabilities are removed to allow
1. minors 16 years of age or older to borrow money for their higher education, w/ interest no higher than the rate for the federal Guaranteed Student Loan
2. eligible minors to participate in benefits of the Home, Farm, and Business Loans Act of the federal government and
3. a minor, whether married or not, to contract for medical services for her child or her pregnancy.
A minor may be estopped from raising legal incapacity as a defense to enforcement of a K if the minor induced the other party to enter into the K by fraudulently misrepresenting that he had reached the age of majority.

Question 17

Other Contracts Required to be in Writing

Answer 17

In Fl, other contracts required to be in writing include
1. health care guarantees
2. debt barred by the SOL
3. newspaper subscriptions
4. home solicitation sales
5. home improvement contracts and
6. credit agreements

Question 18

To enforce oral land sale Ks

Answer 18

In FL, there must be proof that an oral K was made, that all or part of the consideration was paid, that the purchaser had possession, and that the purchaser made valuable and permanent improvements on the land with the consent of the vendor, or, in absence of improvements, proof of such facts as would make the transaction a fraud on the purchaser if it were not enforced.
Federal –
Requires at least two of the following
1. payment (in whole or in part)
2. possession and or
3. valuable improvements

Question 19

Forum Selection Clauses

Answer 19

IN FL, forum selection clauses are presumptively valid absent a showing that enforcement would be unreasonable or unjust.

Question 20

Provision for Atty Fees

Answer 20

In FL, courts have no discretion to decline to enforce provisions in contracts for awards of atty fees any more than any other valid contractual provision.