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LECTOCOMPRENSIÓN
– INGLÉS
MATERIAL DIDÁCTICO
ALUMNOS
UNIDAD3

DEPARTAMENTO DE IDIOMAS

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UNIDAD 3:

CONTRATOS

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 ÍNDICE DE CONTENIDOS

TEXTO 1: Introduction to the Law of Contract

TEXTO 2: Contractual Agreement – Offer and Acceptance
TEXTO 3A: Validity of Offers
TEXTO 3B: The Acceptance
TEXTO 4: Carlill v Carbolic Smoke Ball Co.
TEXTO 5: Contracts in Images
APÉNDICE 1: Contract Law – How to Create a Legally Binding
Contract
APÉNDICE 2: Q&A: What are zero-hours contracts?
APÉNDICE 3: What You Didn’t Know About Contract Law

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T EXT O 1 : I n t r o d u c t i o n t o t h e L a w o f C o n t r a c t
Fuente: http://www.lawteacher.net/contract-law/introduction.php

Introduction to the Law of Contract

DEFINITION

A contract may be defined as a legally binding agreement or, in the words of Sir
Frederick Pollock:

"A promise or set of promises which the law will enforce"

The agreement will create rights and obligations that may be enforced in the courts. The
normal method of enforcement is an action for damages for breach of contract,
though in some cases the court may order performance by the party in default.

CLASSIFICATION

Contracts may be divided into two broad classes:

1. Contracts by deed

A deed is a formal legal document signed, witnessed and delivered to effect a

conveyance or transfer of property or to create a legal obligation or contract.

2. Simple contracts

Contracts which are not deeds are known as simple contracts. They are informal
contracts and may be made in any way - in writing, orally or they may be implied from
conduct.

Another way of classifying contracts is according to whether they are "bilateral" or "unilateral":

1. Bilateral contracts

A bilateral contract is one where a promise by one party is exchanged for a promise
by the other. The exchange of promises is enough to render them both enforceable. T hus, in
a contract for the sale of goods, the buyer promises to pay the price and the seller promises to
deliver the goods.

2. Unilateral contracts

A unilateral contract is one where one party promises to do something in return for an
act of the other party, as opposed to a promise, e.g., where X promises a reward to anyone
who will find his lost wallet. The essence of the unilateral contract is that only one party, X,
is bound to do anything. No one is bound to search

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for the lost wallet, but if Y, having seen the offer, recovers the wallet and returns it, he/she is
entitled to the reward.

ELEMENTS

The essential elements of a contract are:

1. Agreement
An agreement is formed when one party accepts the offer of another and involves
a "meeting of the minds".

2. Consideration
Both parties must have provided consideration, i.e., each side must promise to
give or do something for the other.

3. Intention to create legal relations

The parties must have intended their agreement to have legal consequences. The
law will not concern itself with purely domestic or social agreements.

In some cases, certain formalities (that is, writing) must be observed.

5. Capacity

The parties must be legally capable of entering into a contract.

6. Consent

The agreement must have been entered into freely. Consent may be vitiated
by duress or undue influence.

7. Legality
The purpose of the agreement must not be illegal or contrary to public policy.

A contract which possesses all these requirements is said to be valid. The absence of an
essential element will render the contract e ither void, voidable or unenforceable (as to which
see below).

In addition, a contract consists of various terms, both express and implied. A term may be
inserted into the contract to exclude or limit one party's liability (the so- called "small print").
A term may also be regarded as unfair.

A contract may be invalidated by a mistake and, where the contract has been induced by
misrepresentation, the innocent party may have the right to set it aside.

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As a general rule, third parties have no rights under a contract but there are exceptions
to the doctrine of privity.

There are different ways of discharging a contract and remedies are available for breach of
contract at common law and in equity.

ENFORCEABILITY

1. Void contracts

A "void contract" is one where the whole transaction is regarded as a nullity. It

means that at no time has there been a contract between the parties. Any goods or
money obtained under the agreement must be returned. Where items have been
resold to a third party, they may be recovered by the original owner.

2. Voidable contracts

A contract which is voidable operates in every respect as a valid contract unless

and until one of the parties takes steps to avoid it. Anything obtained under the
contract must be returned, insofar as this is possible. If goods have been resold
before the contract was avoided, the original owner will not be able to reclaim
them.

3. Unenforceable contracts

An unenforceable contract is a valid contract but it cannot be enforced in the

courts if one of the parties refuses to carry out its terms. Items received under the
contract cannot generally be reclaimed.

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T EXT O 2 : C o n t r a c t u a l A g r e e m e n t – O f f e r a n d A
cceptance

Contractual Agreement – Offer and Acceptance

Fuente: http://www.e-lawresources.co.uk/Offer-and-acceptance-contract.php

Contractual agreement has traditionally been analysed in terms of o ffer

and acceptance. One party, the offeror, makes an offer which once accepted by
another party, the offeree, creates a binding contract. Key concepts that you
need to familiarise yourself with in relation to offer and acceptance include the
distinction between an offer and an invitation to treat - you need to be able to
identify specific examples of where an offer or an invitation to treat exists. Also
it is important to know the difference between bilateral and unilateral contracts.
The case of Carlill v Carbolic Smoke ball co. is the leading case in both these
areas so it is worth concentrating your efforts in obtaining a good understanding
of this case.
Offer In order to amount to an offer it must be shown that the offeror had
the intention to be bound.
Invitation to treat
An offer needs to be distinguished from an invitation to treat. Whereas an
offer will lead to a binding contract on acceptance, an invitation to treat
cannot be accepted; it is merely an invitation for offers. Goods on display in
shops are generally not offers but an invitation to treat. The customer makes
an offer to purchase the goods. The trader will decide whether to accept the
offer.
Advertisements
Advertisements are also generally invitations to treat. However, in some
instances an advert can amount to an offer.
Termination of offers
An offer may be terminated by:
1. Death of offeror or offeree

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2. Lapse of time
An offer will terminate after a reasonable lapse of time. What amounts to a
reasonable period will depend on the circumstances.
3. Revocation
The offeror may revoke an offer at any time before acceptance takes place.
This may not apply in unilateral offers where acceptance requires full
performance.
4. Counter offer
A counter offer is where an offeree responds to an offer by making an offer
on different terms. This has the effect of destroying the original offer so that
it is no longer open for the offeree to accept.
Acceptance
Once a valid acceptance takes place, a binding contract is formed. It is therefore
important to know what constitutes a valid acceptance in order to establish if the
parties are bound by the agreement. There are three main rules relating to
acceptance:
1. The acceptance must be communicated to the offeree.
2. The terms of the acceptance must exactly match the terms of the offer.
3. The agreement must be certain.
1. Communication
The general rule is that the offeror must receive the acceptance before it is
effective. Silence will not generally amount to an acceptance.
Acceptance can be through conduct.
The postal rule
Where it is agreed that the parties will use the post as a means of
communication, the postal rule will apply. The postal rule states that where a
letter is properly addressed and stamped, the acceptance takes place when the
letter is placed in the post box. It is relatively easy for the parties to exclude the
postal rule.

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2. The terms of the acceptance must exactly match the terms of the offer.
If the terms differ this will amount to a counter offer and no contract will exist.
3. The agreement must be certain
When viewed objectively it must be possible to determine exactly what the
parties have agreed to.

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T EXT O 3 A : Va l i d i t y of Of f er s

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T EXT O 3 B: T h e A c c e p t a n c e

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T EXT O 4 : C a r l i l l v C a r b o l i c S m o k e B a l l C o .

Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256 Court

of Appeal
Fuente: http://e-lawresources.co.uk/Carlill-v-Carbolic-Smoke-Ball-Co.php

A Newspaper advert placed by the defendant stated:

£100 reward will be paid by the Carbolic Smoke Ball Company to any person who
contracts the influenza after having used the ball three times daily for two weeks
according to the printed directions supplied with each ball...

£1000 is deposited with the Alliance Bank, showing our sincerity in the matter."

Mrs Carlill purchased some smoke balls and used them according to the
directions and caught flu. She sought to claim the stated £100 reward.

The defendant raised the following arguments to demonstrate the advertisement was a
mere invitation to treat rather than an offer:
1. The advert was a sales puff and lacked intent to be an offer.
2. It is not possible to make an offer to the world.
3. There was no notification of acceptance.
4. The wording was too vague to constitute an offer since there was no stated time
limit as to catching the flu.
5. There was no consideration provided since the 'offer' did not specify that the user of
the balls must have purchased them.
Held:
The Court of Appeal held that Mrs Carlill was entitled to the reward as the advert
constituted an offer of a unilateral contract which she had accepted by performing the
conditions stated in the offer. The court rejected all the arguments put forward by the
defendants for the following reasons:
1. The statement referring to the deposit of £1,000 demonstrated intent and
therefore it was not a mere sales puff.
2. It is quite possible to make an offer to the world.
3. In unilateral contracts there is no requirement that the offeree communicates an
intention to accept, since acceptance is through full performance.
4. Whilst there may be some ambiguity in the wording this was capable of being
resolved by applying a reasonable time limit or confining it to only those who caught flu
whilst still using the balls.
5. The defendants would have value in people using the balls even if they had not
been purchased by them directly.

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T EXT O 5 : C o n t r a c t s i n I m a g e s
Fuente: https://cdn.andertoons.com/img/toons/cartoon7093.png

Fuente: http://worldartsme.com/images/contract-fine-print-clipart-1.jpg

Fuente: h ttp://www.stus.com/images/products/ctr0072.gif y h ttp://stus.com/images/products/ethics.jpg

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 UNIDAD 3:

CONTRATOS

MATERIAL ADICIONAL

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Apéndice 1: Contract Law – How to Create aL
egally Binding Contract

Contract Law – How to Create a Legally Binding Contract

Fuente: https://www.sba.gov/blogs/contract-law-how-create-legally-binding-
contract
By Caron_Beesley, Contributor

Published: January 2, 2013Updated: August 22, 2014

Whether you are entering into a relationship with a customer, a vendor or an
independent contractor, contracts are a fact of business. You need them because they
serve as legally valid agreements protecting your interests.
But aren’t contracts laden with legalese? Don’t they have to be blessed by an
attorney to ensure their validity? Not always.
In fact, I’ve seen contracts come across my table that are less than one page in
length, in plain English, and still legally binding. How?
Generally, to be legally valid, most contracts must contain two elements:

 All parties must agree about an offer made by one party and accepted by the
other.
 Something of value must be exchanged for something else of value. This can
include goods, cash, services, or a pledge to exchange these items.
In addition, certain contracts are required by state law to be in writing (real estate
transactions, for example), while others are not. Check with your state or with an
attorney if you are unclear, but it’s always good business practice to put every
binding agreement in writing.
Here’s how your small business can comply with these requirements and ensure
your contracts are legally valid:
1) The Ins and Outs of Reaching an Agreement
The point when two parties come to an agreement can be a little fuzzy. For example,
many businesses will put a standard contract template before an independent
contractor and expect it to be signed without any discussion. At that point – and the
law is clear on this – a legal contract exists only when one party makes an offer and
the other accepts all terms of that offer. So in this example, the contractor is still free
to rebut any of the points in the contract and make a counter offer, until an agreement
has been reached.
How Long Should an Offer Stay Open?
Offers are rarely accepted immediately and further discussions or amendments may
be required. Unless the offer has a deadline for acceptance, it can remain open. It’s
good practice to include an expiration date to ensure

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you have room to maneuver should you wish to change the terms or revoke the
offer before a certain date.
Offers that are subject to an expiration date – known as option agreements – are
typically price-driven or give the buyer the opportunity to mull the decision without
fear of losing out to a competing buyer. It’s important to understand that a seller can
place a fee on option agreements. For example, if you decide to give a buyer 30 days
to think over a purchase, you can charge him for that. This typically occurs when the
product or service is of high value or when the seller pledges not to sell that product to
another customer during that 30-day option period. Likewise, a seller can’t revoke the
offer until that
30-day period ends.
What about Counteroffers?
Bargaining or negotiating can often lead to a counteroffer. Once made, the legal
responsibility to accept, decline, or make another counteroffer then shifts to the
original offeror.
2)The Importance of Exchanging Something of Value
In addition to ensuring both parties are in agreement on the terms of an offer, the
second element that ensures a contract is legally valid is that both parties exchange
something of value. This is important since it differentiates a contract from being a
one-sided statement or even a gift. “Something of value” might be a promise to
perform certain services by one party while the other party agrees to pay a fee for the
work performed.
Most business transactions are based on this exchange of promises. However, the act
of doing the work can also satisfy the exchange of value rule. For example, if you
contract with a vendor to provide you X and Y, but you decide you need to add Z to
the final deliverable, the vendor can create a binding contract by actually doing Z –
something which you can’t quibble or get out of if you change your mind.
More Information and Resources
For more information about the legality of any agreements, consult a lawyer or
attorney.
For insights into what a contract should look like, check out available templates
from SCORE. Use the search field to find “contract agreements” or other keywords
for the type of contract you are looking to create. Also check out these blogs for
additional tips:

 Setting Up a Client Contract – Must Know Information for Freelancers

 Starting a Freelance Business – How to Take Care of Legal, Tax and
Contractual Paperwork
 5 Legal Myths about StartUps
 How and When to Use Non-Compete Agreements Appropriately

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Apéndice 2:Q&A: What are zero-hours contracts?
Fuente: http://www.bbc.com/news/business-23573442

Q&A: What are zero-hours contracts?

1 April 2015
Ed Miliband has vowed that a Labour government would give employees
on "exploitative" zero-hours contracts the legal right to a regular contract
after they have worked 12 weeks of regular hours.

Q: What are zero-hours contracts?

A: Zero-hours contracts, or casual contracts, allow employers to hire staff with no guarantee of
work.
They mean employees work only when they are needed by employers, often at short
notice. Their pay depends on how many hours they work.
Some zero-hours contracts require workers to take the shifts they are offered, while
others do not.
Sick pay is often not included, although holiday pay should be, in line with working
time regulations.

Q: Who is on them?
The Office for National Statistics (ONS) says that 697,000 people were employed on
zero-hours contracts for their main job between October and December 2014, based on
figures from the Labour Force Survey. That represents 2.3% of the UK workforce.
This figure is higher than the figure of 586,000 (1.9% of people in employment) reported
for the same period in 2013. The ONS said it was unclear how much of the rise was due
to greater recognition of the term "zero-hours contracts", rather than new contracts being
offered.
The number of contracts that do not guarantee a minimum number of hours was
1.8 million as of August 2014. That was 400,000 more than the previous estimate for
January 2014.
The ONS said the differences in the two totals could reflect seasonal factors, because they
cover different times of the year.
A survey of employers by the Chartered Institute of Personnel and Development (CIPD)
found that a third of voluntary sector organisations used zero-hours contracts, along with
a quarter of public sector employers and 17% of private sector firms.
A high proportion of staff at companies including retailer Sports Direct, pub chain JD
Wetherspoon and cinema operator Cineworld are on zero-hours contracts. They are also
used by other employers, including a number of London councils and Buckingham
Palace.

Q: Why are they controversial?

A: There is concern that zero-hours contracts do not offer enough financial stability and
security.

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The ONS found that employees on such a contract worked an average of 25 hours a
week.
However, about a third of those on zero-hours contracts want more hours - mostly in their
current job - compared with just 10% of other people in employment.
The CIPD research found that 16% of zero-hours workers said their employer often failed
to provide them with sufficient hours each week.
The ONS said that zero-hours workers were more likely to be women or in full- time
education and aged under 25 or over 65.
Employees on zero-hours contracts also do not have the same employment rights as those
on traditional contracts, and critics are concerned that the contracts are being used to
avoid employers' responsibilities to employees.
The CIPD warned that employers may also take advantage of zero-hours contracts by
using them as a management tool - offering more hours to favoured employees and fewer
to those less valued.

Q: Why do employers use them?

Employers say zero-hours contracts allow them to take on staff in response to fluctuating
demand for their services, in sectors such as tourism and hospitality. Employers also say
that many workers appreciate the flexibility that a zero-hours contract gives them. Some
38% of workers in the CIPD research described themselves as employed full-time,
working 30 hours or more a week, despite being on zero hours.
Michael Burd, joint head of employment at the law firm Lewis Silkin, says the majority
of employers use zero-hour contracts, not to avoid giving employees their rights, but to
avoid paying fixed overheads and give them flexibility over their workforce.
He points out that this flexibility is envied by employers in struggling economies such as
Spain and Greece, where potential costs may dissuade employers from taking on staff.
The Institute of Directors has voiced concern about Labour's proposed policy, saying the
changes would be unnecessary and potentially damaging.
Christian May, head of communications and campaigns, said: "Limiting the use of a zero-
hours contract to just 12 weeks would apply rigid controls on an important element of our
flexible labour market. They are used by a little over 2% of workers, which can hardly be
described as an epidemic. Nobody supports the misuse of these contracts, but demonising
and ultimately outlawing them will simply risk jobs."
Simon Rice-Birchall, partner at law firm Eversheds, said it was not clear how the
proposed new right would apply, given that Labour refers to "employees" rather than
"workers".
"Many staff on zero-hours contracts are workers and do not have full employment status.
In addition, depending how the change in the law is drafted, there is a risk that some
employers may simply offer contracts with minimal fixed hours to limit its impact," he
said.

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Apéndice 3:

What You Didn’t Know About Contract Law

Fuente: h ttp://common.laws.com/contract-law

What is Contract Law?

A contract is a legally binding agreement between two or more individuals or
parties who share mutual obligations. Contract law is therefore, the scope of law
that regulates and enforces certain obligations attached to a contractual
agreement. The typical remedy attached to a breach of contract, in contract law,
is the delivery of “damages” or monetary compensation. This remedy can be
delivered--by the individual or party who breaches the contract—through a
specific performance that was previously required in the contract or through
injunctions. Both forms of remedies will ultimately award the damaged party
the “benefit of the bargain” or by compensating the damaged party through the
delivery of monies.

Basic Principles of Contract Law:

Contract law is predominantly based on the principles expressed in the phrase
“agreements to be kept”; this foundation of contract law simply means that
when a contract is agreed upon between two parties, the stipulations latent in
the contract must be upheld by both entities. A failure to abide by these
stipulations and to ultimately neglect the obligations within the contract will
result in a penalty that is enforced through the adherence of contract law.
Contract law, in essence, can be classified as part of a general law of
obligations; through this definition, contract law can be grouped within tort
law, restitution and unjust enrichment. As a means of economic ordering,
contract law will rely on the notion of consensual exchange; in American
jurisdictions, contract law is a broader scope of law that will encompass a
larger category of agreements.

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As is common with many legal principles, the basic characteristics of contract
law will vary between jurisdictions. In the United States, contract law requires
three foundational elements: a contract will require an offer, an acceptance and
consideration in order to manifest itself into a legally valid contract. In addition
to these characteristics, many courts will also look to the legality of the contract
when determining its validity. If a contract requires a part to do something
illegal, it will be considered void.

Contract Law in Common Law:

Within common law, the elements of a contract are consideration and mutual
assent. In a common law jurisdiction, mutual assent is reached through the
initial offer and acceptance of the contract, meaning the offer is met with an
acceptance that does not vary in terms or stipulations. If a party agrees to
accept the contract but does not agree to all the terms within the contract, the
agreement in common law, is not regarded as an acceptance. This agreement is
labelled a counteroffer and, therefore, can be classified as a formal rejection to
the original offer.
The most important feature of contract law is that one party must make an offer
for an agreement that the other party accepts. When the agreement is made
tangible through a signature, the agreement takes the form of a legally-binding
document.

http://www.oxfordlearnersdictionaries.com/definition/english/money
#money

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