Florida Contracts

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Florida Contracts

• crickard_at_mac.com
• Workshop 14Online Student AssignmentComplete
  the essay (Slide 19-21)DUE Wednesday, 4/16/08
  _at_ 5pmNO EXCEPTIONS!!

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What you will have to know

• Is tested as often as every year sometimes as
  infrequently as every three years.
• Subjects of past questions include
• Statute of frauds, contracts for sale of land or
  construction, modification of agreements, quantum
  meruit, parole evidence, etc.

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Things to Remember

• This is NOT the end all of what you will have to
  know to answer a Florida Contracts essay. Many
  hours of memorizing MBE Contracts come before
  your memorization of Florida distinctions.
• This outline is just a guide to help you make
  your own as you study for the bar.

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General Essay Help

• Memorizing Black Letter Rules / Terms of Art Will
  Get You the Majority of the Points You Need!!
• Every fact given in essay is part of a legal
  test, so it must be specifically discussed and
  applied in your essay.

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Kinds of Contracts

• Sales contracts, sales of land, employment, etc.
• Option contract is formed when the offeree gives
  consideration for a promise by the offeror not to
  revoke an outstanding offer.

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Basic Pieces

• An enforceable contract requires offer,
  acceptance and consideration.

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Offer and Acceptance

• In Florida
• The Mailbox rule is not applicable to an Option
  Contract

• On the MBE
• The Mailbox Rule says the acceptance by mail or
  similar means creates a contract at the MOMENT of
  DISPATCH, provided that the mail is properly
  addressed.

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About Consideration

• Two elements are necessary to constitute
  consideration
• 1) there must be a bargained for exchange between
  the parties and
• 2) that which is bargained for must be considered
  of legal value it must constitute a benefit to
  the promisor or a detriment to the promisee

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Detriment and Benefit

• Legal detriment will result if the promisee does
  something he is under no legal obligation to do
  or refrains from doing something that he has a
  legal right to do.
• A legal benefit to the promisor is a forbearance
  or performance of an act by the promisee which
  the promisor was not legally entitled to expect
  or demand, but which confers a benefit on the
  promisor.

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Consideration (Debt)

• In Florida
• A promise to pay debt barred by the statue of
  limitations must be in writing and signed by the
  party sought to be charged.

• ON the MBE
• If a past obligation would be enforceable except
  for the fact that a technical defense to
  enforcement stands in the way (e.g. statute of
  limitations), the courts will enforce a new
  promise if it is in writing and has been
  partially performed.

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Consideration and Seals

• In Florida
• A seal is not enough A seal imports
  consideration, although it is not conclusive. A
  contract that has been sealed is more difficult
  to modify orally that are other types of
  contracts.

• On the MBE The seal is a substitute for
  consideration as long as 1) the agreement is in
  writing 2) the seal 3) delivery. It must also
  appear that the parties intended it to be a
  sealed instrument.

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Capacity Who is an infant?

• In Florida
• Marriage of a minor removes contractual
  incapacity notwithstanding the subsequent death
  of a spouse or dissolution of the marriage

• On the MBE
• Generally, majority age is 18.

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Who is an infant exceptions

• In Florida
• Disabilities are removed in several
  circumstances
• To allow minors to borrow for college
• To receive benefits of the Home, Farm and
  Business Loans Act
• To get medical services for her child or related
  to her pregnancy

• On MBE
• None of these exceptions exist.

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Contracts in Writing

• In Florida
• There are more contracts that need to be in
  writing
• Health Care guarantees,
• Debt barred by statue of limitations,
• Newspaper subscriptions,
• Home solicitation sales,
• Home improvement contracts and
• Credit agreements.

• On MBE
• Typical contract types for statute of frauds
• Promises in Consideration of Marriage,
• Interest in Land,
• Performance not within one year,
• Goods over 500, etc.

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When is duty to perform discharged?

• IN Florida
• The statue of limitations for a written contract
  is five years.
• The limitation period for an oral contract is
  four years.

• ON the MBE
• When the statue of limiations on an action has
  run, it is generally held that an action for
  breach of the contract may be barred. Note that
  only judicial remedies are barred the running of
  the statute does not discharge the duties.

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Breach

• Usual measure of damages for breach of a contract
  to sell real property is the difference between
  the contract price and the market value of the
  land on the date of the breach. Consequential
  damages can also be recovered the court may
  hold the breaching party liable for any further
  losses resulting from the breach that any
  reasonable person would have foreseen would occur
  from a breach at the time of the entry into the
  contract. Punitive damages are generally not
  awarded in commercial contract cases.

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Specific Performance

• A court of equity will order a seller to convey
  the title if the buyer tenders the purchase
  price. If the goods in question are already sold
  to a bona fide purchaser who bought for value and
  in good faith, the right to specific performance
  is cut off.

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More on the Statute of Frauds

• A land contract/lease for more than one year must
  be in writing and signed by the party to be
  charged, but the writing need not be a formal
  contract, a memo is good enough. The statute of
  Frauds requires that the writing contain all the
  essential terms of the contract. These are
• A description of the property or subject matter
• Identification of the parties to the contract-and
• The price and manner of payment/terms and
  conditions
• Incidental matters can be determined by custom.

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Your Question

• On April 1, 2008, three weeks before her 18th
  birthday, Lana orally agreed to lease an office
  space for her Isis foundation from Lex the
  Landlord for a two year term commencing June 1,
  2008. Rent of 1000 a month was due on June 1,
  2008 and monthly thereafter. The first months
  rent plus a 200 security deposit was supposed to
  be to Lex by May 28, 2008 and Lana would get her
  keys then. Lex and Lana agreed on all other
  essential terms of the lease. On May 15, 2008,
  Lex received a signed letter from Lana
  memorializing their agreement.

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Question Continued

• On May 18, 2008, unbeknownst to Lana, Clark, Inc.
  notified Lex that Clark, Inc. wanted to lease the
  space for five years at a rent of 1,500 per
  month. Because Lex wanted to lease to Clark
  instead of Lana, Lex continentally went to
  Smallville for a vacation on May 28-June 2 to
  prevent Lana from delivering her first months
  rent and security deposit. When Lana finally
  delivered the check to Lex, he refused the checks
  saying Lanas payments were late and that he was
  canceling the lease. Lex then told Lana he was
  leasing to Clark, Inc. instead.

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Question Continued

• Discuss Lanas possible claims and Lexs
  defenses. Do not forget to talk about damages.

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Questions?

• Email me at crickard_at_mac.com
• Turn in your essay to
• baughb_at_nsu.law.nova.edu