NEW YORK CONTRACT LAW

Tricks of the Trade

Buy/Sell Agreements

Commercial/Residential Real Estate Leases

Contracts Are Not Esoteric Legal Jargon.Contracts Pave All Avenues Of Life.

Owner/Contractor Agreements

Design Development Agreements

Contracts Are Not Esoteric Legal Jargon.Contracts Pave All Avenues Of Life.

Operating Agreements

Talent Agreements

Partnership Agreements

Insurance Policies

Contracts Are Not Esoteric Legal Jargon.Contracts Pave All Avenues Of Life.

Credit Card Issuer Agreements

Cell Phone Subscriber Plans

Contracts Are Not Esoteric Legal Jargon.Contracts Pave All Avenues Of Life.

Amusement Park Tickets

Cruise Tickets

Theater Tickets

Restaurant Receipts

Auctions

Contracts Are Not Esoteric Legal Jargon.Contracts Pave All Avenues Of Life.

What is a Contract?• A contract is a promise or set of

promises for the breach of which thelaw gives a remedy, or theperformance of which the law insome way recognizes as a duty

– Restatement (Second) of Contracts §1

• Kernel of Corn• NY UCC Article 2 governs

the sale of goods• Oral v. Written• Good Faith and Fair Dealing

Have I entered into a contract?

Buying Groceries

Have I entered into a contract?

Gifts

Have I entered into a contract?Nephew Giving Up

Gambling for Inheritance

Have I entered into a contract?

Marriage

Contract Implications

Rights and Obligations

To Contract or Not To Contract?

Practical and Political Considerations

To Contract or Not To Contract?

Money Involved

“A verbal contract isn’t worth the paper it’s written on” – Samuel Goldwyn

To Contract or Not To Contract?

LaborInvolved

“A verbal contract isn’t worth the paper it’s written on” – Samuel Goldwyn

To Contract or Not To Contract?

Unknown Party

“A verbal contract isn’t worth the paper it’s written on” – Samuel Goldwyn

To Contract or Not To Contract?

Untrustworthy Party

“A verbal contract isn’t worth the paper it’s written on” – Samuel Goldwyn

To Contract or Not To Contract?

“A verbal contract isn’t worth the paper it’s written on” – Samuel Goldwyn

Probable Misunderstandings

The “Musts”

• Core Material Terms• Standard Terms

Choice of Law Choice of Venue Acts of God

• Signature Lines

Enforceability• Statute of Frauds• Enforced Against Signatory

• Individual v. Corporation

• Legal Doctrines• Impossibility• Illusoriness• Unconscionability• Duress• Waivers (NY GOL §5-326)

• Notarization

Contract ViolationsElements of Breach of Contract

• Valid and Binding Contract• Performance by a Party

• Failure to Perform by Other Party• Proximate Causation

Contract ViolationsMaterial Breach v. Substantial Performance

1. Detriment2. Benefit

3. Innocent Breach4. Ease of Full Performance

Contract ViolationsAmbiguities Construed Against Drafter

Unequal Bargaining Power

Intent of the Parties

Extrinsic Evidence

Remedies• Money Damages

• Consequential Damages• Incidental Damages• Expectation Damages• Reliance Damages• Restitution

• Equitable Relief• Likelihood of Success• Irreparable Harm• Balance of Equities

Summary• Pervasive Instruments• Contract Implications• Necessary Terms for Ensuring Enforceability• Breach of Contracts and Forms of Relief