IfMargo comes to me for legal advice, the first thing I will let herknow is that she had a legal contract with Bill and that thecontract was not breached. To meticulously assist Margo through herwebsite development predicament, it will be reassuring to clarify whyher agreement was a contract in the first place. According toHesselink (2015), a legally binding contract is fashioned when anoffermade by one party is wholly acceptedby another party but after due consideration.An offer is an assurance or promise to be bound, as long as theconditions of an agreement are consented (Hesselink, 2015).
Evenso, it is helpful to distinguish a legallybinding contractfrom sheer willingnessor preparednesstonegotiate. Let’s delve into a hypothetical situation todifferentiate the two concepts. Y offers to sell Z new carpets.Before any agreement is reached on the number, sizes, and colors, Zdecides not to carry on with the agreement. To this level, there isno obligating contract between Y and Z for the reason that there isno definiteproposal for Y to either decline or accept, until the conditionsand termsof bargaining are mutually accepted.Acceptance (second element of a contract) happens when the offeree(Bill in this case) agrees to the offerby way of act or statement which must be expressly communicated.Hesselink (2015) observes the third most important element of alegally binding contract is consideration.The author notes that considerationis the price paid by one party for the promise made by another partyalthough it need not strictly be in monetary terms, but some interestor benefit going from one party to another.
Constructingmy thought processes along the axis of these essential elements of acontract, I will inform Margo that her contract with Bill began tomold when she made Bill an offerto have him design and create her a website for a specified fee.Margo made an offerto Bill, suggesting her preparedness to be bound to the agreement foras long as Bill created her a gold package website for 600 dollars.Bill made his counteroffer,stating that he would only make a silver package website for 625dollars. I will notify Margo that she officially made a legallybinding contract with Bill on the 13thof October, 2015, when she acceptedBill’s counterofferadvising him to go ahead and get started with the creation of asilver package website for 625 dollars.
Iwill also let Margo know that she entered into a binding contractwith Bill by specifying the terms and conditions of the agreementwith regards to the delivery date (1stof November), and the precise items to be included in her newwebsite. Matching the third element of a legally binding contract inaccordance to Hesselink (2015), there was the concept ofconsiderationin the agreement between Margo and Bill. The consideration(something of value) in Margo’s and Bill’s case is the definiteamount totaling to 625 dollars for the design and development of agold package website. There would be no binding agreement between thetwo parties if there was no definite offerthat would be acceptedafter due consideration(Hesselink, 2015). In light of all these facts, I will notify Margothat her agreement with Bill was a legally binding contract becauseit embroils three of the most essential elements of a contractoffer, acceptance, and consideration (Hesselink, 2015).
Havingnotified Margo that she indeed had a legally binding contract withBill, I will proceed to alert her that their contract was notbreached. It is the opinion of Hesselink (2015) that a breach ofcontract transpires when the central conditions (major terms) of acontract are partly or wholly violated by either party to a contract.I will express to Margo that Bill did not breach their contractsimply because there were no established central conditions or majorterms that Bill contravened. I know the major reason why Margo claimsthat their agreement (contract) was breached is simply because Billdesigned and developed a silver package website instead of theinitially arranged gold package website.
Toexplain to Margo why Bill did no breach their contract, I will walkher through Bill’s actions. On the 1stof November, 2015, Bill provided Margo with the login information toher newly established website. When she logged in, she wasdisappointed because Bill had designed and developed a silver packagewebsite as opposed to the initially approved gold package website.Why did Bill develop a silver package website for Margo? Bill didthis because Margo expressly accepted to have a silver packagewebsite specifically created for her business for the quoted amountof 625 dollars. On the 2ndof October, 2015, Bill sent Margo an email, giving his counteroffer,specifying that the gold package website was still available.However, Bill specified that he could only create a silver packagewebsite for 625 dollars an amount that was to be settled once thewebsite was finished on the 1stof November.
Onthe 3rdof October, Margo depicted an acceptanceof Bill’s counterofferof having a silver package website designed by replying to his email,instructing him to get started on designing the silver packagewebsite. In the same email, Margo clearly stated that she would pay625 dollars for a silver package website (though she meant a goldpackage website). In this regard, it is evident that Bill did notbreach the contract because he went on and began to create thewebsite with the endorsement of Margo because she was seemingly okaywith having a silver package website designed for her at the quotedprice of 625 dollars. If Margo was not okay with having a silverpackage website developed for 625 dollars, she would have givenanother counterofferto Bill’s counteroffer.Margo should have expressed her counter by bargaining for the pricequotation of a gold package website. However, she expressed heracceptance of Bill’s counter offer by telling him to start creatingthe website implying that Bill did not breach the contract.
Iwill explain to Margo that Bill did not breach their contract becausehe delivered a silver package website as a rejoinder to her email, inwhich she expressly indicated that she was absolutely comfortablewith having a silver package website developed for her and not agold package website. I will explain to Margo that perhaps, it was anoversight issue on her part that makes the whole agreement look likea breach of contract whereas in reality, it is not a breach ofcontract from whatever perspective of consideration. Margo would sueBill for breach of contract if Martin delivered a silver packagewebsite under a binding agreement for a gold package website whichis certainly not the case.
Bymeans of this descriptive narrative, I will enlighten Margo that evenif she had a legally binding contract with Bill, there were nooccasions where there was a partial or whole contravention of thecentral conditions of the contract. Since there was no breach ofcontract in this scenario, I will advise Margo to pay Bill fairlymore for a gold package website instead of paying someone else torevise Bill’s already complete website. However, both partiesshould clearly state their terms and conditions to prevent anotherscenario that may seemingly appear to be a breach of contract. Bothparties should state clearly what the obligations of each party arein relevance to their contract.
Toput a cap to this case analysis, Margo had a legally binding contractwith Bill because their agreement had three of the most essentialparts of a contract an offer,acceptance,and consideration.What’s more, Margo cannot to sue Bill for breach of contractbecause Bill did exactly what Margo had erroneously instructed him todo in her 3rdOctober email. My advice to Margo is to negotiate with Bill about thefees required for the successful revision of the website from asilver package status to a gold package website. It will be muchcheaper for Bill to personally upgrade his website, rather thanpassing it on to a third party who will definitely charge Margorelatively more with absolutely no guarantee that it will work.
Hesselink,M. (2015). Democratic contract law. AmericanReview Of Contract Law,11(2). http://dx.doi.org/10.1515/ercl-2015-0006