Is there a general duty of ‘reasonableness and fairness’ in contract law of common law. Reasonableness and Fairness' in Contract Law of Common Law in the United States

'Reasonableness and Fairness' in Contract Law of Common Law in the United States
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'Reasonableness and Fairness' in Contract Law of Common Law in the United States
Introduction
Contract law relates to private obligations among natural or artificial persons in symmetrical relationships rather than public obligations arising from relations of a hierarchical nature between persons and the state. Typically, contract law bases on the intentions of the contracting parties in terms of the chosen and voluntary obligations that they commit to (Daniel, 2015). In the United States, sources of contract law include common law and the Uniform Commercial Code (UCC). Common law is derived from case rulings or legal precedents set by courts, while the UCC forms the statutory legal framework for contract law. In the foregoing, decisions in contract law rely on common law when unusual cases are encountered, which are difficult to determine based on the existing statutory regulations. This then gives rise to the contract law of common law. Moreover, concepts of reasonableness and fairness arise in the contract law of common law due to considerations for adjacent bodies of doctrine, namely tort law and fiduciary law (Daniel, 2015). It follows that the nearby frames of doctrine elaborate that parties entering a contract are also bound by unchosen and involuntary obligations to show due care and loyalty under their contractual agreement. Therefore, this paper shows that there is a general duty of reasonableness and fairness to ensure that the contract law of common law serves its purpose accordingly.
Formation of Contract Law of Common Law
In the United States, the contract law of common law applies when a contract in question cannot be governed by the UCC. Under these circumstances, stringent measures are undertaken based on the elements of offer, acceptance, as well as consideration. If any of these elements is missing, then a common law contract could be null or voidable (Lumen Learning, n.d.). To begin with, the features of offer and acceptance constitute mutual consent. In this regard, a common-law contract has to be linked to legal purpose, and parties can enter into the deal if it is to be enforceable. It is noteworthy that an offer provides the authority of acceptance to the other party, also known as the offeree. Further, the approval is valid only when it is a mirror form of law. This alludes that the acceptance has to be similar as the coverage in the offer accurately. Therefore, any counteroffer made in response to an offer will fall short of a valid approval and will be considered a rejection of the offer.
If an offeree rejects an offer, whether in an outright manner or through a counteroffer, the offeror is expected to walk away from the failed contractual agreement. In the same way, if the offeror reverts their provision before its acceptance by the offeree, it means that the power of acceptance has been withdrawn, and the common law contract ceases. In another scenario, the offeror can limit the time that an offer is valid by setting a limit on the duration that the offer can be accepted. Therefore, if the period for which the offer is valid elapses, the offeror is not under obligation to honor late acceptance made. In the context of the relationship between consumers and sellers of products or services, advertisements do not constitute an offer in common law contracts. Still, they are merely an invitation to bargain (Lumen Learning, n.d.).
Consideration as an element of common law contracts means that the exchange of acts of promises must be bargained for by all parties. Consequently, the parties must meet new obligations or legal detriment due to the contract. No conditions can be made on consideration as it would amount to an illusionary promise, thus invalidating the contract. In essence, a condition on the examination will tend to exempt one party in the contractual agreement from a legal or detriment or burden. Therefore, in no way should a party get out of a promise without suffering any legal harm as that would fall short of legal consideration. The thing bargained for among the parties can be an action or promise to do something or refrain from doing it.
As already mentioned, the formation of the contract law of common law is based on a historical inquiry of cases relating to a current case under consideration. Accordingly, the old cases set a precedent in the ruling of the new evidence. For instance, the case of Mayer, Darragh v. Malone Middleman, PC, 137 A.3d 1247, 635 Pa. 427 (2016) was determined based on a series of historical rulings. The case involved a dispute between two law firms over fees earned by an attorney following a wrongful civil litigation settlement for a death. In the foregoing, reference was made to the case of Ruby v. Abington Memorial Hospital, No. 685 MAL 2012 (Pa. June 6, 2013); thus the opinion that the breach of contract claim by Mayer Darragh was entirely based on the Superior Court's decision in the case of Ruby. Correspondingly, the trial court was of the view that the predecessor law firm was entitled to having a share of attorney's fees earned by the successor law firm if such fees constituted a settlement in the unfinished business between the departing attorney and the predecessor firm as stipulated in the Uniform Partnership Act (UPA).
The trial court further reasoned that the Ruby case was not applicable in the instant case since Attorney Weiler was not in a partnership with Mayer Darragh. Therefore, Attorney Weiler's obligation to pay two-thirds of the contingent fee collected from Eazor estate to Mayer Darragh did not constitute unfinished business as required by the UPA. Therefore, the trial court concluded that the plaintiff's claim over the defendan...