Contract needs to be definite in order for courts to enforce the contract.

• In order to be definite, the contract needs to have certain essential terms
  • So the court can fill in the gaps of the contract
  • Need to state:
    • what service
    • what pay
    • what material terms
  • UCC requirements: liberal with contract formation.
    • Essential terms could be missing, such as price, and court will fill in that gap.  Governs goods. Helps merchants and business.
  • Common Law requirements: More STRICT and require more information to be enforceable

Contracts Against Public Policy

• Felonies, etc.
• Also includes services broader than just illegal activities.
  • Does not want to become a party against principles that society views negatively.
  • Non-compete clause/covenants
    • A party promises to not enter into a profession in competition against the other party.
    • Ex. Doctor, promises that if he leaves the hospital, he will not work in this area for 2 years is ok.
      
    • Some non-compete clauses are not acceptable and are against public policy.
      • Ex. Doctor, cannot promise that if he leaves the hospital, he will not work anywhere in America for 15 years.

Problems

• Capacity of the parties
  • Parties need to have the mental capacity to understand seriousness/effect to form a compact
    • Ex. Mental Illness/Issues
    • Ex. Infant (Someone under 18)
      • Necessaries (food, drink, clothing) are acceptable and are binding contracts.
      • Infant can disaffirm or ratify a contract once turned 18.  The contract is voidable on the infant’s side
        • VOID: No contract
        • VOIDABLE: Was a contract, but an applicable principle exists to disaffirm.
    • Intoxication on any party’s part does not make a contract invalid.