Contracts

Delain Law Office, PLLC is a law firm located in the historic Stockade neighborhood of Schenectady, NY and concentrating in the negotiation, drafting and enforcement of contracts.

A contract is a promise made in a way that any party to the promise (and sometimes others) can enforce its performance.

Contract law determines when promises are enforceable. The fundamental requirements for forming a binding contract are an offer, an acceptance and consideration. It is noteworthy that, to be enforceable, the contract must be for a legal purpose.

This page contains some of the basics of contracts, and tells you of services we offer in the area of contract law.

Four Ways In…

There are four ways to form a contract:

  • Bilateral agreement
    A bilateral agreement is formed when two or more parties each agree to enter into a legally binding promise with the other, and each gives the other consideration for performance of the promise (under some conditions, each promise is consideration for the other). This is the version of a contract that most people think of when they hear the word.
  • Unilateral agreement
    Unilateral agreement is another name for a reward. If you put up a poster that says “$1,000 reward for the return of my cat Fuzzy,” and someone — anyone — returns Fuzzy to you, you owe that person $1,000 under the contract that you made by displaying your poster.
  • Detrimental reliance
    Detrimental reliance occurs when one party materially and detrimentally shifts its position based on the representations of the other party. For example, if I promise to research a question of contract law for you and you promise to pay me for that service and I do the work before being paid, I have detrimentally relied on your promise to pay and you must pay me for my work; conversely, if you pay me before I do the work, you have detrimentally relied on my promise to do the work and I owe you that research.
  • Contract under seal
    We don’t often see a contract under seal in the United States. Such a contract is a contract that needs no consideration; an official’s seal substitutes for consideration to make the contract enforceable.

Fourteen Ways Out…

There are fourteen ways to get out of a contract without breaching it and without performing it:

  • Incompetence
    If a party to the contract is declared mentally incompetent by a court of competent jurisdiction, that party can avoid the contract.
  • Infancy
    If a party to the contract is a minor (under age 18 in New York), that party can avoid the contract.
  • Mutual mistake
    If both parties are mistaken about a substantial term of the contract, the contract can be avoided.
  • Unilateral mistake (this one is a tough sell to a judge or jury)
    If one party is mistaken about a substantial term of the contract, the contract can SOMETIMES be avoided.
  • Impracticability/Frustration of purpose
    If the purpose for which the contract was formed becomes moot, or the contract performance becomes impractical, the contract can be avoided.
  • Unconscionability
    If the terms of the contract “shock the conscience” of the court, the contract can be avoided.
  • Duress
    If one party entered into the contract under duress, whether caused by another party to the contract or some outside party, the contract can be avoided.
  • Illegality
    If the contract calls for performance that is illegal, the contract can be avoided.
  • Indefiniteness
    If the contract is indefinite in its terms, the contract can be avoided.
  • Misrepresentation
    If one party misrepresents a material term of the contract to the other, the contract can be avoided.
  • Undue influence
    If one party has someone (perhaps the other party) exerting an undue amount of influence over him or her, the contract can be avoided
  • Statute of Frauds
    If the contract falls under the Statute of Frauds and does not comply with its terms, the contract can be avoided.
  • Public policy
    If the contract goes against public policy, the contract can be avoided.
  • Fraud
    If the contract was entered into by fraud, the contract can be avoided.

Statute of Frauds

The Statute of Frauds was first enacted in England in 1677, over 300 years ago. In the 17th Century, informal contracts, including oral contracts, had become generally enforceable. However, oral contracts gave rise to “he said, she said” scenarios, making the decision of the judge a difficult, and often arbitrary, one. Therefore, statutes were enacted to require that contracts with certain properties be in writing.

Today, England has a much-reduced statute of frauds, dealing only with suretyship. The statute remains reasonably intact in most of the United States, however.

In New York, the Statute of Frauds requires that any contract be in writing that:

  • Must take more than one year to perform;
  • Requires an executor/administrator to answer for a duty of his decedent;
  • Requires one person to answer for the duty of another;
  • Is made in consideration of marriage;
  • Is for the sale/purchase of goods in excess of $500.00; or
  • Is for the sale/purchase of real estate.

Uniform Commercial Code

The Uniform Commercial Code, or “UCC,” governs, among other things, the sale and purchase of goods in the United States. Each state has enacted its own version of the UCC, and each state’s version looks remarkably similar to its sister states’ versions.

In its realm, the UCC governs manner of offer and acceptance of contract, assignments, assurance of performance, auctions, avoidability of loss, damages, cure for breach, insolvency, impracticability, remedies for breach, pre-existing duties, and a myriad of other contract considerations. It is legislation that sweeps broadly over the contract landscape; problems analyzed under the UCC may or may not have the same solution as problems analyzed under traditional common law.

Contract Negotiation, Drafting and Enforcement

Delain Law Office is well equipped to help you negotiate with your contract’s parties to close the deal with a contract as quickly and easily as possible. Once the deal is made, we draft the contract, memorializing the agreement in writing. Should the contract be breached, we help our client enforce the agreement through means that often cure the breach without litigation; we move into litigation only when necessary.

Contact us for more information about any of the materials on this website.