Comparative Contract Law: France vs. US - Unilateral vs. Bilateral Contracts Analysis

Universit Jean Moulin Lyon III Facult de Droit LL.M. in International and European Business Law 4-7 March 2024 Comparative Contract Law: France and US Comparative Contract Law: France and US 6 March 2024 6 March 2024 Topic 5: Bilateral Contracts Topic 5: Bilateral Contracts Professor Jane K. Winn University of Washington School of Law

Topic 5: Unilateral in Civil vs. Common Law, Reliance Meldrum: French Contract Law: Classification Bilateral vs Unilateral Contract Manufactured Difficulties Executing Contracts in France 2021 Unilateral Contracts: French vs American Definition Restatement 2d Contracts Section 90 + Commentary Ruud vs. Great Plains Supply

Unilateral Contract: English/American & French English/American Unilateral Contract: promise for performance $500 reward for lost dog $500 for volunteers to participate in a 6 month study of the efficacy of different diet & exercise regimes $500 to remove squirrels from attic French Unilateral Contract [~promissory estoppel] I promise you X Gratuitous gift promise is not enforceable under common law due to lack of bargained-for exchange/consideration To make a gift promise enforceable under the common law: Complete the performance of the gift; OR Promisee changes his/her position to his/her detriment in a way that is foreseeable to the promisor, but then the promise is only enforceable to the extent necessary to avoid injustice (promissory estoppel)

Promises Without Legal Effect Without Legal Effect Legally Legally Binding Binding

Opting in to Contracts, Part 1 Opting in to Contracts, Part 1 I want to change I want to change my rights and my rights and obligations, too obligations, too I want to change I want to change my rights and my rights and obligations obligations Offer and Acceptance Offer and Acceptance

Opting in to Contracts, Part 2 Opting in to Contracts, Part 2 Mere Mere Promise Promise Mere Mere Gift Gift Mutual Mutual Consideration Consideration Pre Pre- -existing Duty existing Duty

What If Contract Law Isnt Enough? Mutual Promises Mutual Promises Other Other Reliance on Reliance on a Promise a Promise

Reliance Is Between Contract and Tort Tort Tort Contract Contract Warranty Warranty Reliance Reliance Fraud Fraud

Promissory Estoppel Is the Old Name, Reliance Is the New Name for the Same Thing

Reliance/Promissory Estoppel Restatement 2d Contracts Restatement 2d Contracts 90(1). Promise Reasonably Inducing Action or Forbearance: Inducing Action or Forbearance: A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires. 90(1). Promise Reasonably

Promissory Estoppel: What Is Estoppel? Cornell Legal Information Institute https://www.law.cornell.edu/wex/estoppel Estoppel is an equitable doctrine, a bar that prevents one from asserting a claim or right that contradicts what one has said or done before, or what has been legally established as true. Estoppel may be used as a bar to the re-litigation of issues or as an affirmative defense. For estoppel in contract law, promissory estoppel is often applied where there is a promise or an agreement made without consideration Black s Law Dictionary A bar or impediment raised by the law, which precludes a man from alleging or from denying a which precludes a man from alleging or from denying a certain fact or state of facts certain fact or state of facts, in consequence of his previous allegation or denial or conduct or admission, or in consequence of a final adjudication of the matter in a court of law. Demarest v. Hopper, 22 N. J. Law, A preclusion, in law, which prevents a man from alleging or denying a fact, in consequence of his own previous act, allegation, or denial of a contrary tenor. Steph. l l.239. Estoppel is that which shuts a man s mouth from speaking the truth. Example: equitable estoppel (estoppel of a fact, not a promise) for tort of conversion https://www.stimmel-law.com/en/articles/conversion-basic-tort the plaintiff is owner or has the right to possession of the property; [WHAT IF PLAINTIFF TOLD DEFENDANT, THAT S NOT MY GOLD COIN, I DON T KNOW WHOSE GOLD COIN IT IS => Plaintiff should be estopped (i.e., stopped) from asserting ownership as a fact, so NO PRIMA FACIE CASE should be estopped (i.e., stopped) from asserting ownership as a fact, so NO PRIMA FACIE CASE the defendant s conversion by wrongful act inconsistent with the property rights of the plaintiff; and damages. Plaintiff

How to Apply Restatement 2d Contracts 90 Reliance? How to make a prima facie case for reliance/promissory estoppel A promise which the promisor should reasonably expect to induce action or forbearance on the part of the promisee or a third person which does induce such action or forbearance is binding if injustice can be avoided only by enforcement of the promise. The remedy granted for breach may be limited as justice requires. E1 + fact Promise intended to induce reliance E2 + fact Reasonable promise does induce reliance and suffers damages E3 + fact Justice requires a remedy Predict what a court would do once a party makes out a prima facie case: regard the claim with skepticism Compare: what if a party makes out a prima facie case for contract (offer, acceptance, consideration, no defenses to enforcement)? Enforce it

Title & Citation Ruud vs. Great Plains Supply Relevant Facts Ruud asked by GPS to move to a different state, manage an unprofitable store, if that store closes, will I get another position? Good employees are taken care of E1 + fact Promise intended to induce reliance E2 + fact Reasonable promise does induce reliance and suffers damages E3 + fact Justice requires a remedy General Rule Issue in Case WHETHER Ruud can recover from GPS for breach of promise WHEN there is allegedly only one promise ( Good employees are taken care of (but in fact it wasn t a promise), relied to his detriment, didn t repay his loyalty NO Holding [Rationale] Distinguish a promise from future prediction

Anna Adams Issue WHETHER Jeffrey can force nancy to give him he cottage before dividing estate 50/50 WHEN no contract, nor reliance and gift was unexecuted Offer, Accept, Consideration, Mutuality Reliance: promise, promissee relies to detriment, justice requires a remedy To give a gift between living people, the gift must be executed General Rule Apply One Side Apply Other Side Conclusion Yes/Maybe/No NO Under French law, See Executing Contracts in France