Contract Law

Chapter 2 Lecture Notes

Offer

             This chapter concerns the starting point of every contractual relationship — the offer.  It continues the overview of contracts discussed in Chapter 1 by providing a detailed analysis of the first requirement to the creation of a valid contract.                     
            The Chapter Overview directs the student to the most important matters that will be discussed in the remainder of the text and prepares the student for the discussion by providing guidelines with respect to the main concepts of the chapter.  The overview is followed by a brief discussion of the definition of an offer, picking up from what was introduced in Chapter 1.
            Section C, Essential Terms of an Offer, details the four main terms required to appear in every offer:  price, subject matter, parties, and timing of the performance.  Many examples are provided from typical, day-to-day situations that highlight the material and can be used as the basis for classroom discussion, especially with respect to “reasonableness” as determined by the student and the courts.  This section also introduces the student to the Uniform Commercial Code and indicates changes to common law that have been affected by the Code in certain limited situations.  Although the UCC is discussed in detail in Chapter 8, at this point it can provide a focus to a discussion of the difference between common law and statutory law and how they intertwine, especially with respect to contracts.                    
     Section D, Sample Offers, indicates various methods whereby offers are expressed or enacted in everyday life.  Each clause is followed by a short analysis, which can be used to start a discussion on draftsmanship or how the clauses indicated related to the material discussed in the text.                
     The Chapter summary is divided into two main sections.  The first section is a prose recapitulation of the material contained in the chapter.  This recapitulation reinforces the material learned throughout the chapter and provides the student with a quick review.  The second section is a Synopsis, which acts as an outline of the chapter.  Most paralegal students like to be given an outline of the course material, and BASIC CONTRACT LAW FOR PARALEGALS provides such an outline.  The outline can be used during the class so that class notes can be interlineated with the Synopsis, giving the student the opportunity to listen to the lecture rather than taking notes all of the time.               
     The Chapter Summary is immediately followed by a mini-glossary containing all of the terms discussed in the chapter.  Because precision in language is crucial to the practice of law, it is important that the student be able to use and define legal terms correctly.  Not only does the Key Terms section provide a quick reference to the terminology, but it also acts as a review of the material discussed, providing additional reinforcement of the knowledge gained.           
     The chapter provides five Exercises.  Questions 1 and 2 require the student to understand and argue both sides of the same situation, underscoring the point that one never knows which side a firm may be representing in a contractual dispute.  Question 3 highlights the implication of the Uniform Commercial Code on contracts.  Finally, Questions 4 and 5 require simple drafting that can be used to give the student a feel for the practical aspects of a contract law practice.               
            The chapter includes two Cases for Analysis that are intended to highlight some important concepts learned in the chapter and to afford the instructor the opportunity to teach by the case method.  The cases are introduced by short sentences indicating how the cases relate to the chapter material, and each case is followed by several case discussion questions.             
     In Lopex v Charles Schwab & Co., Inc., the court’s role in determining whether a valid offer has been communicated is discussed. The second case, Phil Watkins, P.C. v. The Krist Law Firm, P.C., underscores the problem of enforcing contracts that contain ambiguities.  Each case is followed by three questions that can be used for classroom discussion or as the basis of independent library work to be done by the student outside of the classroom setting. 
     The chapter concludes with an ethical consideration involving ABA Rule 7.3, solicitation of clients, to highlight some of the issues discussed in the main sections of this chapter.