Part 1: Identify and briefly define the elements of a valid contract
In order for a valid contract to be legally binding and enforceable, a number of elements must be met. First, there must be a valid offer. The terms of the offer must be sufficiently definite. Second, there must be a valid acceptance of the offer. The acceptance must be unequivocal and unambiguous to constitute acceptance. A counteroffer does not constitute acceptance, but rather a new offer. Third, there must be legal consideration. Consideration can be in the form of a promise or money and is usually deemed sufficient when one party agrees to pay the other party money in return for such a promise. Fourth, the subject matter of the contract must be legal. If the underlying subject matter of the contract is illegal, the contract will not be deemed valid and legally enforceable in a court of law.
When an offeror can revoke or withdraw an offer
The general rule is that an offeror is permitted to revoke an offer at anytime before the offer has been accepted. There are, however, exceptions as to when an offeror is not simply free to revoke an offer. An offeror cannot revoke an offer if a party reasonably relied on that offer to that party’s detriment. In the case of an option, the offeror must hold the offer open until the terms of the option expire. Here, the offeror may not revoke the offer before the term of the offer has expired because the offerree has paid the offeror to keep the terms of the offer open for a certain period of time. Another instance when an offeror is not free to revoke an offer is in the case of a unilateral contract, where the offeree has begun performance, but has not yet completed performance. Finally, a firm offer in writing and signed by the parties, pursuant to the UCC between merchants for the sale of goods, cannot be revoked, even in the absence of consideration.
Identify and briefly describe three (3) types of damages that a plaintiff can sue for in a tort claim.
A plaintiff seeks to bring a tort action in order to seek compensation for damages or injuries inflicted or caused by the defendant. There are three potential types of damages available for plaintiffs to sue for in a tort action. First, a plaintiff may seek to recover compensatory damages. The underlying purpose of compensatory damages is to compensate the plaintiff and to help restore the plaintiff to the original position before the act of negligence occurred. The range of compensatory damages is quite broad and includes measureable monetary expenses such as property damages, medical expenses, and lost wages.
The second type of damages available to certain plaintiffs in a tort action is punitive damages. Unlike compensatory damages, which are meant to restore a plaintiff to his or her original position, punitive damages serve to punish the defendant entity. Punitive damages are typically not available if a party was merely negligent in causing the plaintiff’s injuries. The goal of punitive damages is to deter defendants from committing further tortuous acts of the same kind in the future.
The third type of damages available in tort actions is nominal damages. In most cases, the award of nominal damages is somewhat uncommon. The award of nominal damages to a plaintiff gives legal recognition of the plaintiff’s rights and that tortuous conduct did in fact occur, yet the injury was not the type that gave rise to recognizable damages or injury.
Compare and contrast three (3) ways that corporations differ from partnerships.
While corporations and partnerships are both under the legal umbrella of a business entity, there are important distinctions and differences between two organizational structures. First, personal liability of officers differs between the two. In a corporation, directors, officers, and shareholders are usually not personally liable for the liabilities and debts of the corporation. This is because a corporation is a distinct and separate legal entity from its officers. In contrast, partners in a partnership are held personally liable for the debts and liabilities incurred by the partnership. This is because there is no legal separateness between the partnership and its partners.
Second, there are important tax distinctions between corporations and partnerships. Since a partnership is deemed a separate corporate entity from its officers and shareholders, the corporation itself must file and report federal and state income taxes as a C corp. In turn, shareholders must report any profits derived from the corporation as income. Corporations essentially are taxed twice. Partnerships, in contrast, are pass through entities where the partnership itself pays no tax, but the income passes through the partnership and is reported by the partners on their individual tax returns.
Third, the vitality and “life” of corporations and partnerships differ. In a corporation, the life of the corporation continues after the death of its owners or officers because the corporation is separate and distinct from its deceased owners. In a partnership, however, the partnership ceases to exist once of the owners dies or retires because the partner is, in effect, the same as the partnership.
The first issue in this case was whether the Carl’s offer to purchase farmland for $14,500 was accepted by Bob. The second issue is whether Bob was free to revoke the offer he made to Carl. As to the first issue, the general rule is that acceptance must mirror the terms of the initial offer. Because Carl offered to purchase the land for $14,500 and Bob countered with $15,000, Bob’s counteroffer does not constitute acceptance of Carl’s original offer and thus does not create a contract. As for the second issue, the general rule is that an offeror, absent certain circumstances, is free to revoke an offer anytime before it is accepted. Bob’s counteroffer did not constitute acceptance of Carl’s offer, and therefore, Carl was still free to revoke the offer at any time. Instead of accepting Bob’s offer, he chose to sell the land to someone else for a higher price. In a breach of contract action, Bob is unlikely to succeed because there was no valid contract between the parties due to a lack of a valid acceptance of an offer.
In this case, the sisters seek to bring a negligence action against Frank, the owner of the hotel. There are various causes of action the sisters can raise. First, the sisters can argue that the Frank was negligent in failing to fix the damaged locks on the bedroom windows. The sisters will allege that Frank has a duty to take reasonable care to ensure that the hotel premises were safe, and that the failure to repair the window locks breached that duty, resulting in the sister's injuries. The sisters will seek to recover compensatory damages for physical injury, medical care, and emotional distress. The potential defenses that Frank can raise are that the criminal conduct of the third party were not reasonably foreseeable, and therefore, Frank did not breach his duty of care.
