Contract law is arguably the most common and wide spread area of the law. Most people enter in one or more contracts on a regular basis. These contracts included:
Any written or oral agreement for the sale of goods or services falls under contract law.
At SLF we are committed to making sure valid contracts are enforced, invalid contracts are extinguished, contractual warranties are provided, and when contracts are breached you are entitled to monetary damages.
We encourage you to contact our office for a consultation about your contract. SLF represents both plaintiffs and defendants, so if someone has not fulfilled their contractual obligations, or if you are being accused of not fulfilling your contractual obligations, we are here to protect your interest.
The information provided below is a general overview of common questions, but we encourage you to contact our office for specific information about your contract.
Contracts generally fall into one of two categories and are governed by different sets of law:
a. Contracts for the sale of goods are governed by The Ohio Uniform Commercial Code (UCC) which is found in Chapter 13 of the Ohio Revised Code.
b. Contracts for services are governed by common law. Common law involves judicial or court decisions.
There are generally four elements that are involved in contract formation, (1)Offer, (2)Acceptance, (3)Contractual Capacity & (4)Consideration. Novak v. Novak, 2014-Ohio-10, P1, 2014 Ohio App. LEXIS 6, *1, 2014 WL 31395
Formation:
an expression (oral or written) “that invites acceptance in any manner and by any medium reasonable in the circumstances”
For Goods:
For Services:
“the person's ability to comprehend the meaning of the proposed agreement and agree to its terms…where there is no capacity to understand these terms, there can be no contract” (Novak v. Novak, 2014-Ohio-10, P1, 2014 Ohio App. LEXIS 6, *1, 2014 WL 31395)
bargained-for legal benefit or detriment, as well as manifestation of mutual assent and legality. Nexus Communs., Inc. v. Qwest Communs. Corp.
Statute of Frauds is the legal principle that governs what contracts are required to be in writing. While there are some exceptions to the general rule, the following are some of the types of contracts that fall within the Statute of Frauds (in writing):
a. Substantively Unconscionable - the court should observe whether the terms of the contract are commercially reasonable Jamison v. LDA Builders, Inc., 2013-Ohio-2037, ¶ 34. Courts also consider… the fairness of the terms, the charge for the service rendered, the standard in the industry, and the ability to accurately predict the extent of future liability.’ Collins v. Click Camera & Video, Inc. . (1993), 86 Ohio App.3d 826, 834 * * *.” (Internal citations omitted) Bayes at ¶ 9–10. Jamison v. LDA Builders, Inc., 2013-Ohio-2037, ¶ 35
b. Procedurally Unconscionable - ‘Procedural unconscionability concerns the formation of the agreement and occurs when no voluntary meeting of the minds is possible.’ Porpora v. Gatliff Building Co., 160 Ohio App.3d 843, 828 N.E.2d 1081, 2005–Ohio–2410, at ¶ 7.” Bayes, supra, at ¶ 11. Jamison v. LDA Builders, Inc., 2013-Ohio-2037, ¶ 55. Courts consider the relative bargaining positions of the parties, whether the terms of the provision were explained to the weaker party, and whether the party claiming that the provision is unconscionable was represented by counsel at the time the contract was executed.” Porpora at ¶ 7. Jamison v. LDA Builders, Inc., 2013-Ohio-2037, ¶ 55
a. Where a contract has been procured by fraudulent representations of a party thereto, the party defrauded, after offering to return what he has received under the contract, may elect to have the contract set aside and be restored to his original position. Cross v. Ledford, 161 Ohio St. 469, 469, 120 N.E.2d 118, 119 (1954)
a representation or, where there is a duty to disclose, concealment of a fact:
i. which is material to the transaction at hand,
ii. made falsely, with knowledge of its falsity, or with such utter disregard and recklessness as to whether it is true or false that knowledge may be inferred,
iii. with the intent of misleading another into relying upon it,
iv. justifiable reliance upon the representation or concealment, and
v. a resulting injury proximately caused by the reliance.” Cohen v. Lamko, Inc., 10 Ohio St. 3d 167, 169, 462 N.E.2d 407, 409 (1984)
Economic Duress - A person who claims to have been a victim of economic duress must show that he or she was subjected to “ * * * a wrongful or unlawful act or threat, * * * ” and that it “ * * * deprive[d] the victim of his unfettered will.” 13 Williston on Contracts (3 Ed.1970) 704, Section 1617. Further, “ * * * [m]erely taking advantage of another's financial difficulty is not duress. Rather, the person alleging financial difficulty must allege that it was contributed to or caused by the one accused of coercion.” Id. at 708. Blodgett v. Blodgett, 49 Ohio St. 3d 243, 246, 551 N.E.2d 1249, 1251 (1990)
