8 UNIT THREE: CONTRACTS AND E-CONTRACTS
prominent disclaimer of contractual liability for any statements made within the handbook.
B. CONTRACT PERFORMANCE
Contracts are also classified according to their stage of performance. A contract that has been
performed is an executed contract. A contract that has not been performed is an executory contract. If
one party has fully performed but the other has not, the contract is said to be executed on the one side
and executory on the other, and it is classified as executory.
C. CONTRACT ENFORCEABILITY
A valid contract results when all of the elements necessary to contract formation exist—when the parties
agree, through an offer and an acceptance, to form a contract; the contract is supported by
consideration; the contract is for a legal purpose; and the parties had legal capacity to contract.
1. Voidable Contracts
A voidable contract is a valid contract in which one or both of the parties have the option of avoiding
his or her legal obligations. If the contract is avoided, both parties are released. If it is ratified, both
parties must perform.
2. Unenforceable Contracts
An unenforceable contract is a valid contract that cannot be enforced due to certain defenses. For
example, a valid contract barred by a statute of limitations is an unenforceable contract.
3. Void Contracts
A contract that is void is no contract. A void contract gives rise to no legal obligation on the part of
any party. An illegal contract is, for example, a void contract.
IV. Quasi Contracts
A quasi contract is not based on an express promise to pay for a benefit received or on conduct implying such
a promise. Quasi contracts, or contracts implied in law, are imposed by courts to avoid unjust enrichment—
the theory that individuals should not be allowed to profit or enrich themselves inequitably at the expense of
others. The plaintiff recovers in quantum meruit.
A. LIMITATIONS ON QUASI-CONTRACTUAL RECOVERY
There are situations in which the recipient of a benefit is not liable. People cannot normally be forced to
pay for benefits thrust on them, for example.
B. WHEN AN ACTUAL CONTRACT EXISTS
A quasi contract will not normally be imposed when there is a contract that covers the matter.
V. Interpretation of Contracts
The most important principle to keep in mind in considering these rules is that the law attempts not just to
enforce a contract but to enforce the contract the parties made.
A. THE PLAIN MEANING RULE