Alriiiiight.

Contract law is concerned with clarifying and enforcing the will of the parties in determining agreements. The principles of how contracts are normally interpreted are called canons of interpretation. Some of these are:

• Interpret the contracts as integrated wholes in a way that makes an overarching sense
• In the event of an ambiguity, the document will be interpreted most strictly against the party that drafted the document

When writing a contract, consider the worst case scenario. But we already knew that.

The four fundamental aspects of a contract:

• Agreement
  • A contract begins with an offer, which can be accepted or counteroffered
• Consideration
  • The exchange of value (money, goods, services, etc)
  • The courts do not litigate the value of each side, or adjudicate whether a deal is unfair in the relative value of each side
• Capacity
  • The legal competence to enter into the contract
  • Minors, the intoxicated, and the mentally incompetent are not eligible for entering contracts
• Legality
  • The enforceability depends on the legality of the terms

Oral contracts are difficult to enforce, and are not permitted for the following sport-related contracts due to statutes of fraud:

• Agreements for the sale of land or interest in land
• Contracts for $500 or more
• Contracts that cannot be completed within one year

When a contract is not fulfilled, it is a breach of contract, and the injured party may attempt to get their remedy through the court through contract damages. Here is some more contract vocab:

• Compensatory damages are moneys paid to allow the individual injured by the contract breach to help them fulfill the contract elsewhere
  • Mitigation of damages is obligatory within reason, that one must go to another reasonable length to complete the deal elsewhere rather than automatically get the maximum possible payout
    • A difficult example is in a university coach. If the university breaches its contract with the coach, through mitigation of damages the coach is obligated to seek employment elsewhere, but cannot be compelled to take a job that is inferior in compensation, geography, status, etc.
• Specific performance is when the courts compel someone to fulfill a contract because the property involved is unique and no amount of money can remedy the breach
  • Not applicable to personal service contracts, as one cannot enforce intention to complete a task (such as play a sport) effectively
• Contracts may contain liquidated damages provision in the case that the cost of a breached contract cannot be determined
  • Courts do not uphold penalty provisions in contracts that charge money for breach without the money being a remediation for the contract
• Rescission is a tool to undo a contract, as in repairing fraud, and restitution is returning the goods/services of the contract.
  • Very short paragraph, doesn’t really give a lot of info but these are probably just for undoing fraudulent contracts
• Promissory estoppel is what can happen when one party relies on the promise of another and is injured in the subsequent happenings. The three parts of the P.E. are:
  • A promise is made that should reasonably be expected to induce reliance
  • The reliance occurs based on the promise
  • Some detriment occurs to the party that relied upon the promise
    • This is how verbal promises that put someone into a bad position can be made whole
• A contract may be unenforceable if there exists an unconscionable disparity of bargaining power (e.g. one party dictated all terms)
  • The NLI (National Letter of Intent) for collegiate sports may represent a huge disparity of power
• Organizations act through their representatives. The organization is the principal and the person acting on behalf of the principal is the agent.
  • Agents have actual authority provided by the principal to engage in certain transactions and these powers are provided by and limited by the principal.
  • If the agent goes beyond their limitations and conveys more powers than they have, this is called apparent authority.
• Contracts for employment must delineate duties and responsibilities
  • Collegiate coaches must have NCAA stuff in their contracts
• A reassignment clause gives the employer the right to transfer the employee to a different position
  • If an employee is reassigned so that they cannot complete their duties, this is called constructive discharge which is equivalent to termination
• Compensation has to be clearly spelled out in contracts
  • Compensation can include perquisites (perks) and these can include shares of profits from all kinds of things.
• Contracts can include a rollover clause in that the contract will automatically renew if notified every year.
  • Contracts also have language that defines what is just cause for termination and can include morals clauses.
• Contracts can contain restrictive covenant or non-compete clauses to protect the interests of the employer.
• Other contract stuff
  • Athletically related income: NCAA coaches must report all income outside the university
  • Arbitration clause: yup
  • At-will employee: gross
• Even an at-will employee cannot be fired for certain things related to public policy:
  • Discrimination on basis of race, ethnicity, gender, age
  • Whistleblowing
  • Cooperating with an investigation
  • Filing unfair labor practice charges
  • Complaining about or reporting OSHA violations

WHEW.

There’s more though. Tort relates to employment as well:

• Defamation: truth is a complete defense to a defamation claim, so companies usually just say true things.
  • Qualified privilege allow protection to employers providing references for employees
• Negligent misrepresentation
  • making offers you can’t back up can be costly
• Fraud
  • Failure to disclose dirt on a predator is fraud if you only say nice things but not if you say nothing at all
• Tortious interference with contract relations
  • Poaching clients

CHRIST.