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Will Your
Contract Be Enforced Under the Law? Is the Agreement a Contract? Courts look at a number of factors to determine whether an agreement should be enforced. The court must initially determine whether the agreement constitutes a contract or not. In order for an agreement to be considered a valid contract, it must satisfy certain requirements. One party must make an offer and the other party must accept it. There must be a bargained for exchange of promises, meaning that something of value must be given in return for a promise. In addition, the terms of a contract must be sufficiently definite for a court to enforce them. Enforcement and Contract Defenses If a court determines that a contract exists, it next must decide whether that contract should be enforced. There are a number of reasons why a court might not enforce a contract. These are called defenses to the contract. Contract defenses are designed to protect people from unfairness in the bargaining process, or in the substance of the contract itself. If there is a valid defense to a contract, the contract may be voidable, meaning the party to the contract who was the victim of the unfairness may be able to cancel or revoke the contract. In some instances, the unfairness is so extreme that the contract is considered void, in other words, a court will declare that no contract was ever formed. What are some of the reasons a court might refuse to enforce a contract? Contract Defenses: Capacity to Contract In order to be bound by a contract, a person must
have the legal ability to form a contract in the first place. This
legal ability is called capacity to contract. A person who is unable,
due to age or mental impairment, to understand what she is doing
when she signs a contract may lack capacity to contract. For example,
a person under legal guardianship due to a mental defect completely
lacks the capacity to contract. Any contract signed by that person
is void. In other situations, a person may not completely lack the
capacity to contract. The contract would then be voidable at the
option of the party claiming incapacity, if he or she is able to
prove the incapacity If you are involved in a business agreement, one of the first things to determine is whether the promise or agreement at issue will be considered an enforceable contract under the law. While contracts usually involve promises to do something (or refrain from doing something), not all promises are contracts. How does the law determine which promises are enforceable contracts and which are not? Is the Agreement a Contract? Courts look at a number of factors to determine whether an agreement should be enforced. The court must initially determine whether the agreement constitutes a contract or not. In order for an agreement to be considered a valid contract, it must satisfy certain requirements. One party must make an offer and the other party must accept it. There must be a bargained for exchange of promises, meaning that something of value must be given in return for a promise. In addition, the terms of a contract must be sufficiently definite for a court to enforce them. Enforcement and Contract Defenses If a court determines that a contract exists, it next must decide whether that contract should be enforced. There are a number of reasons why a court might not enforce a contract. These are called defenses to the contract. Contract defenses are designed to protect people from unfairness in the bargaining process, or in the substance of the contract itself. If there is a valid defense to a contract, the contract may be voidable, meaning the party to the contract who was the victim of the unfairness may be able to cancel or revoke the contract. In some instances, the unfairness is so extreme that the contract is considered void, in other words, a court will declare that no contract was ever formed. What are some of the reasons a court might refuse to enforce a contract? Contract Defenses: Capacity to Contract In order to be bound by a contract, a person must have the legal ability to form a contract in the first place. This legal ability is called capacity to contract. A person who is unable, due to age or mental impairment, to understand what she is doing when she signs a contract may lack capacity to contract. For example, a person under legal guardianship due to a mental defect completely lacks the capacity to contract. Any contract signed by that person is void. In other situations, a person may not completely lack the capacity to contract. The contract would then be voidable at the option of the party claiming incapacity, if he or she is able to prove the incapacity Will Your Contract Be Enforced Under the
Law? If a person signs a contract while drunk or under the influence of drugs, can that contract be enforced? Courts are usually not very sympathetic to people who claim they were intoxicated when they signed a contract. Generally a court will only allow the contract to be avoided if the other party to the contract knew about the intoxication and took advantage of the intoxicated person, or if the person was somehow involuntarily intoxicated (e.g. someone spiked the punch). Contract Defenses: Undue Influence, Duress, Misrepresentation Coercion, threats, false statements, or improper persuasion by one party to a contract can void the contract. The defenses of duress, misrepresentation, and undue influence address these situations: To claim the defense of duress, a party must show that assent or agreement to the contract was induced by a serious threat of unlawful or wrongful action, and that she had no reasonable alternative but to agree to the contract. Blackmail is an example of duress. Undue influence is a type of improper persuasion
that causes a person to enter an unfair transaction. Undue influence
is often defined as unfair persuasion by a person who, because of
his or her relation to the victim, is justifiably assumed by the
victim to be one who will not act in a manner that is inconsistent
with the victim's welfare. Will Your Contract Be Enforced Under the
Law? The unconscionability defense applies to a wide variety of types of conduct, so a court will look at a number of factors in determining if a contract is unconscionable. If there is a gross inequality of bargaining power, so the weaker party to the contract has no meaningful choice as to the terms, and the resulting contract is unreasonably favorable to the stronger party, there may be a valid claim of unconscionability. A court will also look at whether one party is uneducated or illiterate, whether that party had the opportunity to ask questions or consult an attorney, and whether the price of the goods or services under the contract is excessive. Contract Defenses: Public Policy and Illegality Rather than protecting the parties to a contract as other contract defenses do, the defenses of illegality and violation of public policy seek to protect the public welfare and the integrity of the courts by refusing to enforce certain types of contracts. Contracts to engage in illegal or immoral conduct would not be enforced by the courts. Contract Defenses: Mistake A contract can be canceled on the grounds of mutual
mistake of fact. In order to cancel a contract for mistake, both
parties must have made a mistake as to a basic assumption on which
the contract was based, and the mistake must have a material effect
upon the agreed exchange. The mistake must relate to facts existing
at the time the contract is made. In addition, the party seeking
to avoid the contract must not have contractually assumed the risk
of mistake. Parties sometimes attempt to claim mistake as a defense
to a contract when they have failed to read the contract and later
become aware of terms they dislike. Failure to read the contract
is not a defense. A person who signs a contract is presumed to know
what it says, and is bound to the terms she would have known about,
had she read the contract. |