Contracts 616, Assignment#16, Feugueng#8460

Maggie v Dr. Williams

Preliminary Negotiations

Preliminary Negotiation are communications between the parties that do not equate to the
necessary present contractual intent and are essentially an inquiry or an invitation to deal.

Here, Dr. Williams placed advertisement an invitation to deal in his local newspaper to fill a
nursing position with his medical practice. Maggie responded to the ad and Williams and
Maggie set up an interview.

The ad was a negotiables initiated by Dr. Williams to fill a nursing position in his medical
practice.

Offer
A outward manifestation of intent to be contractually bound with certain and definite terms
which was communicated to a offeree.

Dr. Williams offers the position to Maggie offering to pay her $150,000 per year or pay her
$120,000 per year and to convey to her a parcel of land, worth $50,000, if she would commit
to working for him for three consecutive years.

Dr. Williams offered one nursing position; quantity; for any amount of time, or three
consecutive years; Time; Dr. Williams and Maggie are the identified parties; 120,000 per year
and a parcel of land worth $50,000; price; Nursing; subject matter. The offer has certain and
definite terms which were communicated by Dr. William to Maggie the offeree which
illustrates a intent to be contractually bound.

Thus, an offer exists.

Rejection:
When the offeree rejects the original offer by adding additional terms.

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Maggie accepted the offer and said, “ I'd like to go with the second option, but would like to
commitment for an additional three year after the first three years which is not a mirror image
of Dr. William offer. She added additional term.

Thus, Maggie rejects Dr. Williams offer.

Acceptance
Acceptance is the unequivocal assent to the terms of the offer which are a mirror image to the
offer.

Maggie said, “ I’d like to go with the second option, but I would like a commitment for three
additional years. Maggie, added a term. Her response was not an unequivocal assents to the
terms of the original offer from Dr. Williams.

Thus, no valid acceptance since Maggie added a term, she rejected the original offer and
created a counter offer.

Counter offer
Rejection of original offers and creation of a new offer.

When Maggie responded: “ I’d like the second option, but would like to commitment of an
additional three years.” Maggie created a new offer when she changed the terms of the
original offer which seems conditional on her getting a commitment to work three more years
of employment.

Thus, a new offer existed.

Acceptance:
Defined Supra

Dr. William’s replied “ Good, I’d like you to start next week” showing a unequivocal assent
to the offer. Dr. William’s accepted the counteroffer, which is outlined as: $120,000 per year
plus a parcel of land valued at $50,000. Employment duration of six years.

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There is a valid acceptance.

Consideration:

Consideration is that which is bargain for and given in exchange for a return promise
requiring both parties to benefit and suffer a detriment.

Dr. William’s bargained to fill a nursing position in exchange for $120,000 a year, a parcel of
land valued at $50,000 and a filled position for three years. Dr. William will have the benefit
of a nursing position which is filled contractually for six years. He will suffer a detriment
when he pays the $120,000 per year and deeds the parcel of land to Maggie, which he was not
previously obligated to do.

Maggie bargained for a nursing position in exchange for a six year employment commitment
with Dr. Williams medical practice which she was not previously obligated to do. She will
benefit upon receipt of the $120,000 and deed to the parcel of land valued at $50,000. She
will suffer a detriment of exclusion of employment with Dr. Williams medical practice which
she was not previously obligated to do.

Thus, there is consideration.

Statute of Frauds: contract within one year

A contract which cannot be performed within one year needs to be in writing. Any possibility
of performance, no matter how unlikely, will take the contact out of the Statute of Frauds.
Contracts which are not in writing are not enforceable if it can by its terms be enforceable
within one year.

Here, the fact state that William presented a letter to Maggie, a written employment contract.
After Maggie started work, Dr. William’s handed her a letter he had signed which stated that
she had agreed to work as his nurse at a salary of $120,000 a year. The employment contract
involved a promise to work for Dr. Williams for a period of six years. By its terms, the
contract cannot be performed in one year from its making, thereby, barring it from the Statute
of Frauds.

Thus, the contract is unenforceable, therefore, barred under the Statute of Frauds.
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Exception: Sufficient Memorandum

A memorandum of essential terms of the agreement will satisfy the Statute of Frauds if it is
signed by the party to be charge.

Maggie started work, Dr. William’s handed her a signed letter stating that she agreed to work
for him as a nurse for 120,000.00 per year. The letter is a memorandum which contains the
essential terms and is signed by the party to be charged. Maggie did not sign the letter.

Maggie will argue the letter omitted the length of employment and parcel of land. The letter
only stated the annual salary and nothing more. The sufficient memorandum is not a valid
exception since there are not all the essential terms as discussed in the oral agreement, which
occurred after the interview, when Dr. William’s offered Maggie the position. At which time,
they negotiated the terms of her contract, agreeing to $120,000 plus a $50,000 parcel of land
and a six year commitment of continuous employment.

Thus, the Statute of Frauds is a valid defense.

Exception: Estoppel to Plead the Statute of Frauds

Where a promisor represents by conduct that he will perform, in spite of the Statute of Frauds,
coupled with promises of detrimental reliance, he will be estopped to assert the Statute of
Frauds.

After Dr. William’s agreed to hire Maggie for $120,000, a parcel of land and six year term.
Maggie went to work for a period of 2 years and 9 months. Maggie will contend she relied to
her detriment. Maggie detrimentally relied to her detriment.

The Statute of Frauds is a valid defense.

Statute of Frauds- Contract for the Sale of Land

A contract for the sale of land or an interest therein is unenforceable unless in writing.

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The contract involved a parcel of land which was not denoted in the letter to Maggie. After 2
year and 9 months of employment did not bring it to William's attention to correct. All land
contract must be in writing, Since the contract was oral, it would not be enforceable and is
barred from the Statute of Frauds.

The contract is barred by the Statute of Frauds.

Exception: Sufficient Memorandum

Defined and discussed supra

Exception- Estoppel to Statute of Frauds

Defined Supra

Maggie will argue as evidenced by her commencing work for two years and nine months, at
the agreed upon salary, she detrimentally relied on the conveyance of the parcel of land. She
relied to her detriment.

Thus, Statute of Frauds not a valid defense.

Expressed Condition

An expressed condition is explicitly stated in the contract language and is where one party
expressly conditions performance on the performance of the other party in the contract terms.

Dr. Williams will argue that the agreement was for Maggie to work for six consecutive years.
She worked for two years and nine months. The length of employment terms were not
denoted in the contract. In reference to the land, Maggie must work for the six consecutive
years before Dr. Williams obligation to convey the land comes due.

There was never any mention of an expressed agreement between the parties in the sufficient
memorandum showing the Maggie must work for Dr. Williams for a consecutive six years to
obtain the parcel of land. Since there is no writing to support that a condition was created,
there is no expressed condition. However, if both parties testify to the expressed condition
that Maggie must work for the six years to obtain the parcel of land then Dr. Williams
obligation would rise.
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He would have to convey the land.

Therefore, arguably an expressed condition was a part of the contract.

Wrongful Prevention

A condition will be excused where either party wrongfully prevents or hinders the occurrence
or happening of the condition.

Maggie will argue that Dr. Williams fired her after two years and nine months, this conduct
wrongfully interfered with the expressed condition discussed supra. Dr. Williams prevented
Maggie from fulfilling her obligation in working for the full six years.

Therefore, wrongful prevention will excuse Maggie’s condition.

Implied in Law- Constructive Condition Precedent

A condition is a fact or event, the happening or non happening of which, either creates or
extinguishes an absolute duty to perform.

The parties oral agreement stated, Maggie must work for Dr. Williams for a period of six
years before Dr. Williams duty to transfer Maggie the Parcel of land comes due. Since Dr.
Williams decided to sell the Parcel and fired Maggie, therefore, she cannot perform under the
terms of the contract, this extinguish her duty to perform.

Thus, a constructive condition precedent exists.

Anticipatory Repudiation

Anticipatory repudiation is an unequivocal expression repudiating the intent to perform the

contract.

Dr. Williams decided to sell the parcel land and fire Maggie. His conduct is an unequivocal
expression of repudiation of their contract.

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Dr. Williams anticipatory repudiation would excuse Maggie’s condition to work.

Breach:

Unjust failure to perform which goes to the essence of the contract.

Dr. William’s decided he would sell the parcel of land and not convey to Maggie which was
an unjust failure to perform their oral contract which went to the essence of Maggie’s
consideration. Additionally, even though he had always been satisfied with her work, he fired
her which is a material major breach of the contract since part of Maggie’s consideration was
to be employed by Dr. Williams for a period of six years.

Thus, there is a breach of contract.

General Damages:
General damages flow from the terms of the contract. Maggie will be able to recover to 3
years and three months of her salary. Maggie must mitigate her damages by applying for other
employment to offset award. The parcel of land was not documented in the signed agreement
so although arguable depending on Jurisdiction may or may not recover for the land.

Reliance Damages:
If general damages cannot be recovered,Maggie would get reliance damages, her cost in
replacing the employment contract by contracting with another medical office plus loss of
wages during her employment search.