Option Contract - Application of Option Contract in Unilateral Contracts

Application of Option Contract in Unilateral Contracts

The option contract provides an important role in unilateral contracts. In unilateral contracts, the promisor seeks acceptance by performance from the promisee. In this scenario, the classical contract view was that a contract is not formed until the performance that the promisor seeks is completely performed. This is because the consideration for the contract was the performance of the promisee. Once the promisee performed completely, consideration is satisfied and a contract is formed and only the promisor is bound to his promise.

A problem arises with unilateral contracts because of the late formation of the contract. With classical unilateral contracts, a promisor can revoke his offer for the contract at any point prior to the promisee's complete performance. So, if a promisee provides 99% of the performance sought, the promisor could then revoke without any remedy for the promisee. The promisor has maximum protection and the promisee has maximum risk in this scenario.

An option contract can provide some security to the promisee in the above scenario. Essentially, once a promisee begins performance, an option contract is implicitly created between the promisor and the promisee. The promisor impliedly promises not to revoke the offer and the promisee impliedly promises to furnish complete performance, but as the name suggests, the promisee still retains the "option" of not completing performance. The consideration for this option contract is discussed in comment d of the above cited section. Basically, the consideration is provided by the promisee's beginning of performance.

Case law differs from jurisdiction to jurisdiction, but an option contract can either be implicitly created instantaneously at the beginning of performance (the Restatement view) or after some "substantial performance." Cook v. Coldwell Banker/Frank Laiben Realty Co., 967 S.W.2d 654 (Mo. App. 1998).

It has been hypothesized that option contracts could help allow free market roads to be constructed without resorting to eminent domain, as the road company could make option contracts with many landowners, and eventually consummate the purchase of parcels comprising the contiguous route needed to build the road.

Read more about this topic:  Option Contract

Famous quotes containing the words application of, application, option, contract and/or contracts:

    The human mind is capable of excitement without the application of gross and violent stimulants; and he must have a very faint perception of its beauty and dignity who does not know this.
    William Wordsworth (1770–1850)

    “Five o’clock tea” is a phrase our “rude forefathers,” even of the last generation, would scarcely have understood, so completely is it a thing of to-day; and yet, so rapid is the March of the Mind, it has already risen into a national institution, and rivals, in its universal application to all ranks and ages, and as a specific for “all the ills that flesh is heir to,” the glorious Magna Charta.
    Lewis Carroll [Charles Lutwidge Dodgson] (1832–1898)

    You don’t merely give over your creativity to making a film—you give over your life! In theatre, by contrast, you live these two rather strange lives simultaneously; you have no option but to confront the mould on last night’s washing-up.
    Daniel Day Lewis (b. 1957)

    The way in which men cling to old institutions after the life has departed out of them, and out of themselves, reminds me of those monkeys which cling by their tails—aye, whose tails contract about the limbs, even the dead limbs, of the forest, and they hang suspended beyond the hunter’s reach long after they are dead. It is of no use to argue with such men. They have not an apprehensive intellect, but merely, as it were a prehensile tail.
    Henry David Thoreau (1817–1862)

    If love closes, the self contracts and hardens: the mind having nothing else to occupy its attention and give it that change and renewal it requires, busies itself more and more with self-feeling, which takes on narrow and disgusting forms, like avarice, arrogance and fatuity.
    Charles Horton Cooley (1864–1929)