Introduction to Contracts
legally enforceable agreements
Welcome to contract law! Everything involves contracts. In school, there are honor code and enrollment contracts. At work, there are employment and confidentiality agreements. In life, there are marriage (and divorce) contracts, as well as contracts for buying a home, renting an apartment, leasing a car, buying a car, taking a trip, organizing a party, painting a house, subscribing to a magazine, settling a lawsuit, taking a plea deal, or negotiating peace. Even access to clean water, medicine, or food for your community: all involve contracts.
This is why we need to be confident in our abilities to review, draft, negotiate, and, if necessary, litigate contracts.
So what's a contract?
Contracts are legally binding agreements that the law can and should enforce.1 In order for the agreement to be legally binding, there must be mutual assent (which is basically offer and acceptance) and consideration, which I explained earlier this year here.
Why do contracts matter?
Aside from the truth that contract law is fascinating, fun, and one of the most human areas of legal practice, if everything is going smoothly, you hardly ever notice you’re operating pursuant to a contractual agreement. They are sort of like the basic understanding that when our brain tells our fingers to type…our fingers type. However, when a problem occurs, and we are in trouble, our understanding of contract law can create a framework for solutions.
A recent legal example:
Emily Wu, in the recent lawsuit she filed against Uber, likely did not give much thought to the fact that she had entered into a contractual agreement with Uber, the Fortune 500 company registered in California, for all disputes to be heard by an arbitrator instead of in state or federal court, but she did. In the Uber app on her phone.
Wu filed suit against Uber in 2020 after being injured when an Uber-affiliated driver discharged her into the road, where she was struck by another vehicle. But Wu had signed what is known in the contract world as a clickwrap agreement after filing this lawsuit, which stated that new, updated terms between users and Uber include that any disputes, including personal injury claims that accrued before acceptance, must be resolved through arbitration. She had agreed to this clickwrap agreement when she logged into the Uber app on her phone. She was shown a pop-up screen and agreed to the updated terms by checking a box and clicking "Confirm."
Wu didn’t think about the clickwrap agreement until it mattered, and then she quickly learned the power of a contract, the power of a large company, the power of technology to shape our lives. The court ruled that despite how unlikely it is for most consumers to read clickwrap agreements, the agreement was legally binding.
“For essentially as long as there have been written contracts, parties have entered them without first carefully reviewing their terms,” wrote Judge Anthony Cannataro for the five-judge majority. “That failure can have legal consequences, whether the party is a sophisticated entity or an ordinary consumer, and whether the contract is presented on paper or through an electronic pop-up window.”2
Take-away:
Contracts matter. They aren’t just legal documents—they shape how money moves, who holds power, and what protections you can count on. Reading and understanding them, and drafting them with care ensures that your values and priorities are written into the agreements that affect your life.
Contract, Legal Info. Initiative, https://www.law.cornell.edu/wex/contract.
Wu v. Uber Techs., Inc., 43 N.Y.3d 288 (2024), https://www.nycourts.gov/ctapps/Decisions/2024/Nov24/90opn24-Decision.pdf; see also Alison Frankel, Uber 'Clickwrap' Contract Gets Blessing from NY’s Top Court. But There’s a Twist., Reuters (Nov. 26, 2024, 16:35 ET), https://www.reuters.com/legal/government/column-uber-clickwrap-contract-gets-blessing-nys-top-court-theres-twist-2024-11-26/.