USA Contracts Law - Dickinson and Dodds - Essay Example

Name Course Tutor Date Contract law (I) In this case we find that Dodds had an offer presented to Dickinson who had interest to buy the property. The memorandum which was signed by both parties was merely intended to be an offer and not in any way was the memorandum binding meaning that Dickinson and Dodds had not yet entered an agreement .This is evidenced by the opening remark of the document which clearly stated that “I hereby agree to sell”. The opening statement merely left the deal open for both Dickinson to enter and agreement or not. The statement “this offer is to be left over until Friday, 9 o’clock on the 12th of June 1874” means that the memorandum was an offer .the memorandum therefore did not give any considerations for any form of promise or undertaking whatsoever that was to be binding or keep the property from being sold within the time frame that was stipulated in the memorandum (Turner, p.32). The promise that was made when the offer was made was merely a nudum pactum and was not binding. This meant that at any point before the offer could be turned into an agreement either parties was as free as the other. Both parties could either stay with the offer or pull out of the offer with no restrictions. Dodds could either have gone ahead and made another deal or entered another agreement with another willing client .Dickinson could have either gone ahead to express his intentions of purchasing the property meaning that he now makes an agreement with Dodds offer or could have simply withdrawn from the entire issue of buying the property meaning revoking the offer (Turner, p.32). Dodds in this case revoked the order many times by letting Dickinson know that it was too late for he had already made another agreement with Allan. This goes in line with the way an offer should be put from the word go. Dodds simply made the offer to come to an end by revoking it. Revoking of the offer simply meant that Dodds was no longer and in any form of agreement with Dickinson. Dickinson knew that Dodds had changed his mind over the issue and entered another agreement with Allan. Dickinson should have ceased bothering Dodds with the agreement at that instance since the rule of contracts makes any form of offer to hold no water either by revocation or when Dickson had full information that Dodds was no longer interested to sell the property to him. Dickinson was told by his agent, Thomas that Dodds had found another buyer who had even made a down payment. Dickinson tries to take advantage of the situation by making copies of notices giving one copy to Dodds’ mother in law and going ahead to ask his agent, Thomas to give a copy to Dodds. Dickinson also positions himself strategically at the train station to also hand over the notice to Dodds despite having full knowledge Dodds had already changed his mind over the issue and Dickinson did all this with intentions of further binding Dodds to the offer which he had fully withdrawn from (Turner, p.32). On the other hand, this case could also be viewed from a different perspective. Negotiations made between Dodds and Dickinson on the 10th of June 1874 over sale of property. It is evident that they had reached an agreement. Dodds and Dickinson had reached a certain point of both willing to transact the deal. Dodds had also gone ahead to sign a memorandum which was delivered to George Dickinson showing that both of them were bound to the agreement. The act of acceptance was therefore formalized since both parties had an agreement and went ahead to sign the memorandum. The normal rule that Dodds could have used to revoke the agreement that had been made with Dickinson could have been done before any form of acceptance or commitment had been effected. Commitment in this case was effected when both Dodds and Dickinson having had formalized the agreement in written form .this is evidenced by the memorandum which both parties willingly with full information and knowledge on the sale being taken into account (Turner, p.33). The written agreement also went ahead to identify the parties that were involved and also the agreed price as well as the time of effect of the agreement. According to the agreement, Dodds should have abided by the agreement that he had made with Dickinson. The agreement clearly barred him from engaging in any other form of agreement and could only do so if the time that was bound by the agreement had elapsed which had no happened in this case. Therefore in this case, revocation made by Dodds to the agreement that he had made with Dickinson was a breach of the contracts act because Dodds did not abide with the agreement but rather went ahead to engage in another agreement with Allan Thomas despite having knowledge that he already had made one with Dickinson (Turner, p.33). I am of the opinion, therefore, that the plaintiff (Dickinson) failed to prove the existence of an agreement with Dodds since there is no evidence of any form of a binding contract. This therefore leaves the defendant (Dodds) at liberty to make an agreement with any other person he wishes(in this case Allan).the fact that Dickinson received communication from a reliable third party (his agent ,Mr. Berry) means that the defendant withdrew from the offer officially and the offer was therefore null and void. Dodds informed Dickinson that it was already too late and that he had made already an agreement with Allan makes it official that the offer was no longer. The fact that both of them are not of the same minds over the issue with Dodds no longer minded to sell to him, it is therefore impossible to show any possibility of there being an agreement between both parties since an agreement requires existence of same minds of the parties involved. It is on these grounds that Dickinson fails to prove that there was no contract that was binding between himself and Dodds. II (A) According to the USA consumer law, an acceptance to a given contract gives it life. This is when the contract can be said to be in existence as the two or the number of parties involved can be said to be in a binding and legal consensus. The acceptance must be made in a clear way that is understood by all the involved parties. The offer is said to be acceptable based on the conducts of all the parties. Acceptance can take various forms ranging from the delivery of goods, hand shake or in the form of delivered hand written or printed and signed letters from both the parties. There are various ways through which the USA courts have laid down the conditions through which the contracts can be said to be in acceptance. This include, the process of the conduct as an expression of acceptance and that a conduct was done and intended to be in acceptance of a particular offer from the buyer. Written offers can be verbally accepted unless the conditions suggested that the parties involved had to do the acceptance in writing (Catharine & Richard 45) . In this case, the parties (Mildred and Phillip) did not agree that the acceptance had to be in a written form. In accordance to the USA consumer laws, the contract was still binding since Phillip had not indicated whether the 300 dwarf saplings were to be delivered to him by Mildred by the 21st of August. Secondly, the contract had no validity of the date by which the formal and written acceptance of the offer should have been received to have the deal as valid. In addition, there is no valid and way to proof if truly Phillip did receive the acceptance mail that was correctly addressed to him through his official mail or not. This implies that there was an acceptance as Mildred’s intentions suggested so (Catharine & Richard 55). . (B,C) In the case that Philip had given the offer to buy the dwarf trees by hand delivery, the mailed acceptance for Philip to go ahead and buy the tree samples by Mildred would not be binding as the accepted gesture in this case would have been for her to deliver the acceptance by hand delivery as Philip had done. Philip hand delivery implied that the mail delivery in this case would have inconvenienced the contract by time if the mail would have been delayed or not been received by the supposed date of purchase (Catharine & Richard 56) . (D) Communication of acceptance is very vital in any contract. The general rule is that the acceptance must be communicated to the offered and unless it is so done, no contract exists under whatever circumstance. The acceptance must be communicated by the offered or someone authorized to do so and the offered cannot impose a contract on the offered against his wishes by deeming that his silence should be taken as an acceptance. In this case, the acceptance by post is used on request or it’s the only effective and appropriate means of communication between the parties and the acceptance is complete as the letter of acceptance is posted, even if the letter delayed, destroyed or lost in the post so that it never reached the offered. In this case, the offer is due up to 24th august so the terms of the order are not yet expired. So he has the contact, bearing in mind that the offered had included in the contract the duration in which the offer will be available and if the offered fails to accept the offer within the specified period then it is deemed as terminated and since that time is yet to elapse, and then it still stands (Catharine & Richard 22). To be effective an offer must be communicated and once done, the acceptance of the contract is affected. The acceptance can be by words or by conduct. The offered, as the master of the offer has the power to specify the precise manner in which the acceptance is communicated. In this case, the manner used is written confirmation. This is called stipulation. If the offered stipulates a certain manner of communication, then it is the one which must be followed for a valid acceptance (Catharine & Richard 21) However, if the offer merely suggests any method or is silent on such matters, the offered may accept any within a reasonable time by any reasonable means of communication. Therefore when Mildred called Philip to cancel the contract, it was affected as a rejected contract and that is the reason why he contacted another party to supply the seeds to him. Therefore she is not bound by the contract for she cancelled it herself after she was to accept it. This being the matter, Philip had a right to get another supplier so that his needs can be met (Catharine & Richard 67). Incase Philip has stated that unless there is a written contract and failure to it he will assume that it was not accepted, then the contract is still there. However, it is worth noting that when this is used then the interval of time between the posting of a letter and its receipt by the addressee and possibility of the same letter being delayed, brings a rise of issues. All though the general principle is that a letter is effective if only and when it arrives. It is worth noting that, acceptance is complete when posted and therefore putting the risk of delay and loss on the offered in a certain situations. Finally, in principle there is no legal commitment until a contract has been concluded by the acceptance of an offer and therefore either party is free to change his mind and withdraw for the negotiations (Catharine & Richard 79). (III) The USA contract law requires that the purchaser provides the seller with the terms and conditions of the requirements through the provisions provided in a purchase order. The seller is to either acknowledge is disagree with the purchase requirements. Where there is no agreement, the UCC 2-207 is to govern and bring a justifiable and legal binding agreement. The requirements of the buyer are to be explained in the acceptance of order which is the purchaser’s offer to the goods seller. The seller’s acceptance is entirely limited to the terms and conditions of the buyer since he or she is the end consumer of the products. The buyer is obliged to either agree or disagree with the additional offers on the requirements provided by the seller. This is to be done in written to the by returning the order acceptance. The acknowledgement of the seller of the buyers order will have to contain among others the terms and conditions that are incorporated that are to respond to the buyer’s offer (Schwartz & Scott 34). In this case, Galsworthy Oil Company had sent off the requirements which directly specified the types of goods that the firm wanted to purchase. It specified that the seller was to have changes to the specifications on the goods to be purchased which was done. Forsyte Shipbuilding sent the order the specifications of the goods that are to be delivered and the changes that were made on them. The buyer was to send a letter of acceptance or rejection for the goods that were to be delivered early in advance. The letter from the seller specified that the form was not an acceptance thus there was need for the buyer to supply the buyer with an acceptance letter to have the agreement binding before the delivery date (Schwartz & Scott 29). There was a contract as the buyer received the sales forms which included the terms and conditions which the seller had proposed which were in agreement to the terms and conditions specified by the buyer. The seller proposed to apply to the subject of the purchase order that was suggested by the buyer. The letter from the buyer was to act as a reminder of the terms and conditions that had been printed on the subject order. The buyer should have sent a rejection letter to the proposed changes on the items to be submitted for the contract to be lifted and thus termed terminated or rejected. Since the contract law specifies that the buyer’s terms are to apply. A contract according to the UCC is valid if the so identified selling order is in confirmation to the ordinary buyer’s expectation which in this case it did since the buyer did not send back a complaint letter indicating otherwise but rather sent a letter to terminate the contract just prior to the delivery date. The buyer depends on the seller to select the type of goods that fit his or her specifications and requests. The warranty is only violated if the seller provided the buyer with the items that were not specified in the purchase order (Schwartz & Scott 21) The contract would only have been revoked if the seller in this case deviated from the stipulated terms and conditions that had been supplied and given to the seller by the buyer. This would have been given after the notice of the specifications of the goods to be delivered to the buyer had been made as the purchase order had given the seller the authority to make changes to the items that had to be made known to the buyer. In addition to this, the changes on the original specifications of the goods had to be to the benefit of the buyer. This condition was fully met s the seller had supplied the buyer with the delivery specifications and a notice that the buyer had to send a letter to accept or deny the delivery of the goods as they did not match the required specifications. Thus, the conditions are deemed to be approved of by the customer since there was no order to suggest or imply the specifications were not compliant to the terms and conditions of the consumer (Schwartz & Scott 24). The revoking of the purchase order implied the breach of contract and will not in itself discharge the contract. This will give rise to the selling company which in this case is the Forsyte Company to claim for the damages since the specifications of any other purchaser might not fit the specifications of the goods that are in dispute. The only law that will have to apply in this case will have to be the UCC which may also be used to arbitrate between the two companies for an agreeable compensation to be agreed by the two parties (Schwartz & Scott 23). (IV) When dealing with contract laws, the court system normally adheres to the theories of contracting. Contract laws have various theories which have been postulated however all these theories do not completely explain what the contract law is. The theories proposed would range from descriptive, normative and pluralism theories. No descriptive theory has yet offered a good explanation on contract laws. However, normative (monist) theories have gone ahead to offer explanations which are mainly inclined onto autonomy and efficiency. Normative theories thus leave gaps in that they are not decisive when they conflict. These gaps gave rise to the formation of the pluralist theory which urges the courts to pursue efficiency, fairness, good faith as well as protection of individual autonomy while dealing with contract cases (Schwartz & Scott, p. 2). In the case of Maraschina and George, there will be need to reconstitute the consent. In the monist theory will find its application in the first two default rules which were proposed by Randy Barnett, direct and indirect consent to the contract. Under the first default rule, implementation of the direct consent will include express of interest as well as implified-in-fact consent. In this case, both parties had expressed interest with George intending to sell while maraschina having intentions to buy the limo and this makes the first default to be void for it will not allow Maraschina to get out of the contract. The second default rule will be aimed at establishing the presence of an indirect or implied consent .the second default is also void since both of them entered into an agreement of even had already started making the payments on installments. Basing on the case of Maraschina and George if the decision was to be based on the pluralistic theory, the decision would have to consider relational factors between the parties involved (Trackman 1044). Relational factors would include trust and confidence which had been placed between the contracting parties and the social cultural factors such as respective reputations and good will in the trade. Maraschina was talked into the deal of buying the limousine because she could trust and had full confidence with her cousin so much that she had made Nicky her business manger .this means she trusted any transaction that she was lead into by Nicky. In this case, Nicky took advantage of this trust and confidence to trick maraschino into a deal to buy the limousine from George with intentions of making defrauding maraschino. This third default rule could therefore allow maraschino to void the agreement on the grounds that she was duped by Nicky to enter in an agreement that was intending to defraud her and to also deprive her well being since at the time the deal had already been done, Nicky had already made away with a lot of her money and the deal would have rendered her bankrupt since she could not have even managed to pay the whole amount at the end of the agreement. Pluralism theory will identify plural values beyond the subjective wills of the parties. The pluralist theory also takes into account the reconstitution of the consent. Keeping into consideration the default rules, pluralist theory makes use of the third default rule ‘implied-in-law immutable terms’ which enables the adoption of an amalgam of efficiency, fairness or other goodness values. Pluralism theory will give green light only to a consent that is of fair dealings. The deal was marred with fraud and therefore when using the pluralism theory, thus the deal will not be considered to be a fair deal since one of the parties, Maraschina was duped to enter the deal. This ignores the virtue consents should be voluntary and not be made under duress or fraud. Therefore the third default rule would allow maraschino to void the contract (Trackman 1044). There will also be the need to analyze efficiency within the contract that has been made. In this case where Maraschina was exploited from the deal since Nicky and George went ahead to make the cost of the limo to be higher than the actual price with a motive of making gains. The contractual conditions in this case are not favorable for maraschino since she is being exploited from the deal. In this case, both Nicky and George take opportunistic advantage of maraschino to make gains from the deal. Basing on the monist theory, efficiency of a contract is realized when there is fairness and equity which tends to be lacking in the deal since maraschino is being exploited. On the other hand, the pluralism theory will tend to look at legitimacy while analyzing efficiency. In this case however, benefits of the contract do not outweigh the costs since maraschino is being exploited to an extent that she will not be able to make the full payments as stipulated by the contract. The entire deal ends up making maraschino to be in debt since she will have no more money as a result of Nicky stealing from her (Trackman, p. 1068). Taking into account of obligations as a checklist, monist basis of upholding a contract will be aimed at confirming if both parties when making the contract are bound by a checklist of legal requirements that relate to the agreement that had been made. In this case, there was acceptance by both parties to the deal with Maraschina already having made some payment of the required amount showing that she was seriously into the deal. In this case the contract was legally binding and that Maraschina could not back out from the contract. On the other hand while using the pluralist theory, the relationship between the parties making the agreement is considered. Here the intention of various parties to enter into the agreement will be looked into. In this case, the intention of George entering into the agreement is to make gains by making unrealistic pricing of the limousine after an agreement with Nicky. George goes into the agreement with the sole aim of defrauding maraschino while Maraschina agrees to the deal in good faith with no concealed ill intentions. Therefore basing on the pluralism theory, Maraschina was being taken advantage of in the deal (Trackman, p. 1047). The nature of the bargain will also have to be looked into. Judgment to be made on a monist theory perception will be based on the presence of a gratuitous promise in the agreement. Making of a promise was evidenced by the parties agreeing that the payments will be made in installments and both parties had promised to adhere to the agreement with maraschino already having made some payments. With considerations of the monist theory, maraschino could not have been exempted from the contract in this case. In this case, pluralism theory will provides the frame work to systemically analyze the nature of bargaining in the transaction and the inequalities between both parties. In this case, the pricing of the limo was made after there was an agreement between Nicky and George and hence there was some adjustment to the pricing to suit their needs. In this deal, Nicky took advantage of the trust and confidence that maraschino has in her to talk her into a deal in order to make gains from it (Trackman, p. 1049). In conclusion, Maraschina is likely to win the case based on the pluralism theory, this is because relational factors and the nature of the bargain that had been made during the agreement. It is evident that Maraschina was taken advantage of in the deal. Nicky took advantage of the trust and confidence bestowed upon her by Maraschina to exploit her after making an arrangement with George. Fixing of the price which was done by George and Nicky goes ahead to exhibit the transaction inequalities in the deal. The fact that the benefits of the contract do not outweigh the costs in the transaction clearly shows that one of the parties, Maraschina is being exploited. (V) According to the contract law the notion of a contract is mainly characterized by an agreement where the individuals are to accede to fulfill a commitment to the other upon the performance of duties through the form of wages that have been agreed by both parties. The form of agreement and contract in the casual sense will have to take the form of a verbal conversation or written upon which the employer has to give a consent on when the contracted employee is to progress with the work. The duties agreed upon could only be imposed by and depending on the factions agreed upon during the transaction (Bebchuk et al. 234). At times, the contracts might become incomplete due to several unforeseen reasons which at times may be perverted. This could be represented in the form of a lack of lawful justification by which one of the parties is not obliged to perform as per the promises given in the contract and at times it becomes difficult to prove beyond reasonable doubt the terms and conditions of a given contract. One of the parties could refuse totally to fumed part or the whole of the agreement. This is lawfully described as an erroneous representation where the party deceives the other on the terms and conditions of the contract as they are supposed to be from the inception (Bebchuk et al. 134). In this case, Del who wanted to sell the property but felt could not do so as the color of his barn was mauve which was a problem as the community was conservative and traditional. The evidence of the existence of the contract would be the unfinished painting of the barn which was partly done by Brushy as the parties had no formally written agreement to justify the existence of the contract and on the other hand the defense will have it hard to prove as the parties did not have any recorded witnesses to verify the existence of such a contract. The defense will also rely upon the existence of the barns color as being different to the others that existed in the area as the community was conservative and traditional. This would have put more weight on the fact that the farm’s owner sought the services of the painter to have the barn to be painted to match the other existing community barn colors so as the community would not have viewed the owner as having a different tradition from theirs (Bebchuk et al. 478). It would not have been easy to convince the defense that Brushy was trespassing in Del’s property as he needed the agreement and the consent of the farm’s owner for him to progress with the painting of the barn. The other evidence to this is the existence of the used paint as Brushy, was known to be performing this duty to be able to provide for the family members. Brushy would only have got the consent to use the paint from the farm owner. In addition, Del is the only person that would authorize Brushy to use his paint on the barn (Bebchuk et al. 457). Since Del has committed a fundamental breach of contract of an innominate term by totally failing to perform as per the agreement of the contract terms, this does not bring the contract to an end despite their being no formal or written agreement as Brushy has two chances options to seek for damages and liability. Brushy may be caused to bring the action to be paid for damages by the fact that the duty as stipulated on the contract between the two [parties had already been discharged. This would be the only option as the farm owner would not allow him to access the farm and continue to discharge his part of the contract and sue for the payment of the other side of the contract as it was still valid. He would rather be obliged to use the threats and use them as evidence for him not being able to have the work completed as per the contract agreement. Since this will prove that he has suffered an actual los, the innocent party who is Brushy will be entitled to nominal damages as well as an award for damages for the termination of the contract as per the monetary sum that is fixed by the court that is meant to compensate the injured party. In making the award, the court will have to consider the remoteness of the damages. This is the identification of the consequences that lead to the termination of the contract and the measure of the damages through the principles upon which the said damages are evaluated in monetary terms. The damages paid to the innocent party should be fair and reasonable and should arise from the contract itself but it should also be noted that the farm owner had threatened Brushy, thus this calls for more stringent penalty as force was used to bring the contract to an end. The damages to be paid are to be within the contemplation of the parties based on the time that the parties had made the contract. Thus this will not involve the new owner of the farm in as much as he will have to wait until the dispute is resolved for him to take full ownership of the property. According to the USA contract law, the party in breach is to expect the normal consequences of the breach. This is based on the principles that the amount of the damages is to compensate the claimant for the loss and is not to act as a punishment to the defendant. It should also be noted that the damages are to be compensatory and not a restitutionary. The most usual form of compensatory for the damages used is normally assessed on the financial position the complainant would have been if the contract would have been positively be concluded. In this case, Brushy would have been paid a wage of $ 2000. This is based on the fact that Brushy had his contract terminated not for being perfect with his work but rather Del had got a buyer who was ready to take the farm in the way it was with the barn in its mauve color (Bebchuk et al. 145). Work Cited Turner, Chris (2007). Unlocking contract law (2nd ed. ed.). London: Hodder Arnold. pp. 32 – 33 Schwartz A. & Scott R., 2010.Contract laws Contract Theory and the Limits of Contract Law: The Yale Law journal, New York. Trackman L., 2010. Buffalo law review, Pluralism in contract law: Business journal, Sydney, Australia. Craswell, R.(1988).“Precontractual investigation as an optimal precaution problem”. Journal of Legal Studies 17(2), 401–436. Bebchuk, Lucian A. and Ben-Shahar, Omri, Pre-Contractual Reliance. Journal of Legal Studies, Vol. 30, pp. 423-457, 2001; Harvard Law and Economics Discussion Paper No. 319, 2001; U of Michigan Law & Economics, Olin Working Paper No. 00-009. Available at SSRN: http://ssrn.com/abstract=251730 or doi:10.2139/ssrn.251730. Read More