Module 3 Apartment Lease Contract Discussion Hello, I need help with my discussion assignment. The assignment should be about lease agreement. The only lea

Module 3 Apartment Lease Contract Discussion Hello, I need help with my discussion assignment. The assignment should be about lease agreement. The only lease agreement that I signed is a lease for an apartment, so I suggest to write about an apartment lease. I attached the module readings to have more understanding of my assignment. Also, for this assignment I have to reply to 2 of my classmates in the discussion. I will share with you 2 comments to reply on after I submit the assignment. Make sure that grammar and spelling are correct. For the references, one of them should be from the book, and the other one is from the lease. I attached the book reference so that you can use it. It’s in the module reading file. Reading resource:
Mann, R. A., & Roberts, B. S. (2020). Chapter 9: Introduction to Contracts. In Business law and
the regulation of business. Boston, MA: Cengage.
9-4aExpress
and Implied Contracts
Parties to a contract may indicate their assent either in words or by
conduct implying such willingness. For instance, a regular customer known
to have an account at a drugstore might pick up an item at the drugstore,
show it to the clerk, and walk out. This is a perfectly valid contract. The
clerk knows from the customer’s conduct that she is buying the item at the
specified price and wants it charged to her account. Her actions speak as
effectively as words. Such a contract, formed by conduct, is an implied or,
more precisely, an implied in fact contract; in contrast, a contract in which
the parties manifest assent in words is an express contract. Both are
contracts, equally enforceable. The difference between them is merely the
manner in which the parties manifest their assent.
Practical Advice
Whenever possible, try to use written express contracts that specify all of the important
terms rather than using implied in fact contracts.
Going Global
What about international contracts?
The legal issues inherent in domestic commercial contracts also arise in international
contracts. Moreover, certain additional issues, such as differences in language, customs,
legal systems, and currency, are peculiar to international contracts. An international
contract should specify its official language and define all of the significant legal terms it
incorporates. In addition, it should specify the acceptable currency (or currencies) and
payment method. The contract should include a choice of law clause designating what law
will govern any breach or dispute regarding the contract and a choice of forum clause
designating whether the parties will resolve disputes through one nation’s court system or
through third-party arbitration. (The United Nations Committee on International Trade
Law and the International Chamber of Commerce have promulgated arbitration rules that
have won broad international acceptance.) Finally, the contract should include a force
majeure (unavoidable superior force) clause apportioning the liabilities and
responsibilities of the parties in the event of an unforeseeable occurrence, such as a
typhoon, tornado, flood, earthquake, nuclear disaster, or war, including civil war.
The United Nations Convention on Contracts for the International Sales of Goods (CISG),
which has been ratified by the United States and at least eighty-eight other countries,
governs all contracts for the international sales of goods between parties located in
different nations that have ratified the CISG. Because treaties are federal law, the CISG
supersedes the Uniform Commercial Code in any situation to which either could apply. The
CISG includes provisions dealing with interpretation, trade usage, contract formation,
obligations, remedies of sellers and buyers, and risk of loss. Parties to an international sales
contract may, however, expressly exclude CISG governance from their contract. The CISG
specifically excludes sales of
1. goods bought for personal, family, or household use;
2. ships or aircraft; and
3. electricity.
In addition, it does not apply to contracts in which the primary obligation of the party
furnishing the goods consists of supplying labor or services. The CISG is discussed
in Chapters 19, 20, 21, 22 and 23.
Fox v. Mountain West Electric, Inc.
Supreme Court of Idaho, 2002 137 Idaho 703, 52 P.3d 848; rehearing denied, 2002
Facts
Lockheed Martin Idaho Technical Company (LMITCO) requested bids for a comprehensive
fire alarm system in its twelve buildings located in Idaho Falls. Mountain West Electric
(MWE) was in the business of installing electrical wiring, conduit and related hookups, and
attachments. Fox provided services in designing, drafting, testing, and assisting in the
installation of fire alarm systems. The parties decided that it would be better for them to
work together with MWE taking the lead on the project. The parties prepared a document
defining each of their roles and jointly prepared a bid. MWE was awarded the LMITCO
fixed-price contract. In May 1996, Fox began performing various services at the direction of
MWE’s manager.
During the course of the project, many changes and modifications to the LMITCO contract
were made. MWE and Fox disagreed on the procedure for the compensation of the change
orders. MWE proposed a flow-down procedure, whereby Fox would receive whatever
compensation LMITCO decided to pay MWE. Fox found this unacceptable and suggested a
bidding procedure to which MWE objected. Fox and MWE could not reach an agreement
upon a compensation arrangement with respect to change orders. Fox left the project on
December 9, 1996, after delivering the remaining equipment and materials to MWE. MWE
contracted with Life Safety Systems to complete the LMITCO project.
Fox filed a complaint in July 1998 seeking money owed for materials and services provided
to MWE by Fox. MWE answered and counterclaimed seeking monetary damages resulting
from the alleged breach of the parties’ agreement by Fox. The district court found in favor
of MWE holding that an implied in fact contract existed. Fox appealed.
Decision
The decision of the district court is affirmed.
Opinion
Walters, J.
Implied-in-Fact Contract
This Court has recognized three types of contractual relationships:
First is the express contract wherein the parties expressly agree regarding a transaction.
Secondly, there is the implied in fact contract wherein there is no express agreement, but the
conduct of the parties implies an agreement from which an obligation in contract exists. The
third category is called an implied in law contract, or quasi contract. However, a contract
implied in law is not a contract at all, but an obligation imposed by law for the purpose of
bringing about justice and equity without reference to the intent or the agreement of the
parties and, in some cases, in spite of an agreement between the parties. It is a noncontractual obligation that is to be treated procedurally as if it were a contract, and is often
refered (sic) to as quasi contract, unjust enrichment, implied in law contract or restitution.
[Citation.]
“An implied in fact contract is defined as one where the terms and existence of the contract
are manifested by the conduct of the parties with the request of one party and the
performance by the other often being inferred from the circumstances attending the
performance.” [Citation.] The implied-in-fact contract is grounded in the parties’ agreement
and tacit understanding. [Citation.] ***
[UCC §] 1-205(1) defines “course of dealing” as “a sequence of previous conduct between
the parties to a particular transaction which is fairly to be regarded as establishing a
common basis of understanding for interpreting their expressions and other conduct.”
***
Although the procedure was the same for each change order, in that MWE would request a
pricing from Fox for the work, which was then presented to LMITCO, each party treated the
pricings submitted by Fox for the change orders in a different manner. This treatment is
not sufficient to establish a meeting of the minds or to establish a course of dealing when
there was no “common basis of understanding for interpreting [the parties’] expressions”
under [UCC §] 1-205(1).
*** After a review of the record, it appears that the district court’s findings are supported
by substantial and competent, albeit conflicting, evidence. ***
Using the district court’s finding that pricings submitted by Fox were used by MWE as
estimates for the change orders, the conclusion made by the district court that an impliedin-fact contract allowed for the reasonable compensation of Fox logically follows and is
grounded in the law in Idaho. [Citation.]
This Court holds that the district court did not err in finding that there was an implied-infact contract using the industry standard’s flow-down method of compensation for the
change orders rather than a series of fixed price contracts between MWE and Fox.
Uniform Commercial Code
Fox contends that the district court erred by failing to consider previous drafts of the
proposed contract between the parties to determine the terms of the parties’ agreement.
Fox argues the predominant factor of this transaction was the fire alarm system, not the
methodology of how the system was installed, which would focus on the sale of goods and,
therefore, the Uniform Commercial Code (“UCC”) should govern. Fox argues that in using
the UCC various terms were agreed upon by the parties in the prior agreement drafts,
including terms for the timing of payments, payments to Fox’s suppliers and prerequisites
to termination.
MWE contends that the UCC should not be used, despite the fact that goods comprised onehalf of the contract price, because the predominant factor at issue is services and not the
sale of goods. MWE points out that the primary issue is the value of Fox’s services under
the change orders and the cost of obtaining replacement services after Fox left the job.
MWE further argues that the disagreement between the parties over material terms should
prevent the court from using UCC gap fillers. Rather, MWE contends the intent and
relationship of the parties should be used to resolve the conflict.
This Court in [citation], pointed out “in determining whether the UCC applies in such cases,
a majority of courts look at the entire transaction to determine which aspect, the sale of
goods or the sale of services, predominates.” [Citation.] It is clear that if the underlying
transaction to the contract involved the sale of goods, the UCC would apply. [Citation.]
However, if the contract only involved services, the UCC would not apply. [Citation.] This
Court has not directly articulated the standard to be used in mixed sales of goods and
services, otherwise known as hybrid transactions.
The Court of Appeals in Pittsley v. Houser, [citation] [see Chapter 19] focused on the
applicability of the UCC to hybrid transactions. The court held that the trial court must look
at the predominant factor of the transaction to determine if the UCC applies. [Citation.]
The test for inclusion or exclusion is not whether they are mixed, but, granting that they are
mixed, whether their predominant factor, their thrust, their purpose, reasonably stated, is
the rendition of service, with goods incidentally involved (e.g., contract with artist for
painting) or is a transaction of sale, with labor incidentally involved (e.g., installation of a
water heater in a bathroom). This test essentially involves consideration of the contract in
its entirety, applying the UCC to the entire contract or not at all.
[Citation.] This Court agrees with the Court of Appeals’ analysis and holds that the
predominant factor test should be used to determine whether the UCC applies to
transactions involving the sale of both goods and services.
One aspect that the Court of Appeals noted in its opinion in Pittsley, in its determination
that the predominant factor in that case was the sale of goods, was that the purchaser was
more concerned with the goods and less concerned with the installation, either who would
provide it or the nature of the work. MWE and Fox decided to work on this project together
because of their differing expertise. MWE was in the business of installing electrical wiring,
while Fox designed, tested and assisted in the installation of fire alarm systems, in addition
to ordering specialty equipment for fire alarm projects.
The district court found that the contract at issue in this case contained both goods and
services; however, the predominant factor was Fox’s services. The district court found that
the goods provided by Fox were merely incidental to the services he provided, and the UCC
would provide no assistance in interpreting the parties’ agreement.
This Court holds that the district court did not err in finding that the predominant factor of
the underlying transaction was services and that the UCC did not apply.
Interpretation
An implied in fact contract is formed by the conduct of the parties; in cases in which a
contract provides for both goods and services, the common law applies if the predominant
factor of the contract is the provision of services.
9-4bBilateral
and Unilateral Contracts
In the typical contractual transaction, each party makes at least one
promise. For example, if Adelle says to Byron, “If you promise to mow my
lawn, I will pay you $10,” and Byron agrees to mow Adelle’s lawn, Adelle
and Byron have made mutual promises, each agreeing to do something in
exchange for the promise of the other. When a contract is formed by the
exchange of promises, each party is under a duty to the other. This kind of
contract is called a bilateral contract, because each party is both
a promisor (a person making a promise) and a promisee (the person to
whom a promise is made).
But suppose that only one of the parties makes a promise. Adelle says to
Byron, “If you will mow my lawn, I will pay you $10.” A contract will be
formed when Byron has finished mowing the lawn and not before. At that
time, Adelle becomes contractually obligated to pay $10 to Byron. Adelle’s
offer was in exchange for Byron’s act of mowing the lawn, not for his
promise to mow it. Because Byron never made a promise to mow the lawn,
he was under no duty to mow it. This is a unilateral contract because only
one of the parties has made a promise.
Thus, whereas a bilateral contract results from the exchange of a promise
for a return promise, a unilateral contract results from the exchange of a
promise either for performing an act or for refraining from doing an act. In
cases in which it is not clear whether a unilateral or bilateral contract has
been formed, the courts presume that the parties intended a bilateral
contract. Thus, if Adelle says to Byron, “If you will mow my lawn, I will pay
you $10,” and Byron replies, “OK, I will mow your lawn,” a bilateral
contract is formed.
Practical Advice
Because it is uncertain whether the offeree in a unilateral contract will choose to perform,
use bilateral contracts wherever possible.
9-4dExecuted
and Executory Contracts
A contract that has been fully carried out by all of the parties to it is
an executed contract. Strictly speaking, an executed contract is no longer a
contract, because all of the duties under it have been performed, but having
a term for such a completed contract is useful. By comparison, the
term executory contract applies to contracts that are still partially or
entirely unperformed by one or more of the parties.
Step 1: Read Module 3 readings and create post
Look at your lease agreement or another contract that you have entered into:
•
•
Briefly describe the subject matter of the contract
Identify which of the following applies
•
o
o
o
•
•
Is it an Express or Implied Contracts (why)?
Is it a Bilateral or Unilateral Contract (why)?
Is it an Executed or Executory Contract (why)?
Your post should be at least 250 words in length and be posted by 11:55 PM on
Wednesday central time.
Be sure to include your sources in APA format
Step 2: Make your post in the Week 3: Discussion Forum
•
•
•
Click on Reply.
Type your initial post into the textbox.
Do not attach a word doc. Your post needs to be entered into the box.
Step 3:
•
•
•
Read some of your classmates’ initial posts.
Make sure to comment on 2 of your classmates’ posts by 11:55 PM on Saturday.
You can click on reply under their initial post.
Each comment should contain 100 words minimum.
Although sources are not required for comments, make sure you initial post contains at
least two (one to the contract and one to the textbook). Please note you do not need to
provide any personal information – just identify the name and date of the agreement.

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