Contracts and Commercial Law
Contracts and Commercial Law tests contract formation, enforceability, performance, breach, and remedies, plus commercial subjects such as sale of goods, negotiable instruments, secured transactions, agency, and business organizations. Liberian law draws on common-law doctrine and commercial statutes.
Core rules
- Formation requires offer, acceptance, consideration, capacity, and legality. Acceptance must mirror the offer unless the offer invites a counteroffer.
- Consideration is a bargained-for exchange; past consideration and illusory promises generally fail.
- The statute of frauds requires a writing for certain contracts, including land sales and suretyship.
- Breach may be material or minor. Remedies include damages, specific performance, rescission, and restitution.
- Commercial law protects certainty and negotiability. Holders in due course, secured creditors, and agents receive special treatment under statute.
Worked example
A offers to sell B a generator for $2,000, delivery on Friday. B replies, I accept if you deliver on Thursday. B's reply is not an acceptance; it is a counteroffer because it changes a term. No contract forms unless A accepts the counteroffer. If A instead ships on Friday and B refuses, A cannot enforce the original bargain as accepted because B never accepted it.
Traps
Do not treat advertisements as offers when they are invitations to treat. Distinguish a counteroffer from a request for information. Watch the parol evidence rule when a written contract is integrated. Do not overlook conditions precedent and notice requirements. In commercial transactions, check whether a statute displaces common-law rules.