Finally, Part V offers some closing thoughts.

For instance, in the "satisfaction clause" case, judges might infer that the parties intended a "reasonableness test" - that the clause could be satisfied if a reasonable person would be satisfied by the promisee's performance, regardless of whether the promisor himself asserts he is satisfied.

Overview of Illusory Promise.

This creates, strictly speaking, an illusory contract, as the paying party is not actually obliged to pay if he chooses not to. This is also referred to as an illusory contract.

A Brief History of Section 22. In contract law, an illusory promise is one that courts will not enforce. The courts, however, are likely to take into consideration the actual intent of the contract, and require the paying party to act in good faith, rejecting performance only if he is truly dissatisfied. The "terms and conditions" of some websites and Software applications may be deemed an illusory contract and unenforceable if the language can be changed at any time by the company without notifying users and giving them a chance to accept the new changes.From In that case, Squeeze Me would have to buy oranges from Sunshine for at least a month. Harvard Law School; European Corporate Governance Institute (ECGI); National Bureau of Economic Research (NBER) Roberto Tallarita. In contract law, an illusory promise is one that courts will not enforce. A party making an illusory promise for the specific purpose of fraudulently harming the other party may be held liable for bad faith principles that apply to every contract made, or even for criminal fraud. "Methods of finding potentially illusory contracts enforceable include: In the above example of the agreement between Frozen Treats and Tip-Top, only one party was obliged to perform, and nothing of value was promised, therefore the contract was illusory.In contract disputes, the courts generally take into consideration the parties intent when creating a contract. This contract is illusory because Tip-Top is bound to buy all of their ice cream from Frozen Treats, while Frozen Treats is bound to nothing at all. It is a general principle of contract law that courts should err on the side of enforcing contracts.A promise conditioned upon an event within the promisor's control is not illusory if the promisor also "impliedly promises to make reasonable effort to bring the event about or to use good faith and honest judgment in determining whether or not it has in fact occurred. An otherwise illusory promise may have valid consideration that consists of the duty of good faith.

This is in contrast with a contract, which is a promise that courts will enforce.A promise may be illusory for a number of reasons.

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Justia makes no guarantees or warranties that the annotations are accurate or reflect the current state of law, and no annotation is intended to be, nor should it be construed as, legal advice. This is in contrast with a contract, which is a promise that courts will enforce. Parties are also required to use good faith and honest judgment in determining whether a contractual promise has been fulfilled.Some contracts contain clauses releasing a party from his obligation to pay if he isn’t satisfied with the service or goods provided. Once again, the court is likely to take into account the intent of both parties in entering into the contract. Such a right would be an illusory one—a dead letter, a ... (“Con Con”) and the post-Con Con case law.

It is, however, possible for someone to make a contract that is purposely vague or unspecific as to their own performance, with the intent of defrauding the other party.
As another example, if a contract promises a promisee a certain percentage of the proceeds of a promisor's business activities, this is illusory, since the promisor doesn't have to do anything: any percentage of zero is zero. This contract is not enforceable.In order for a contract to be enforceable it must contain mutual obligations to perform, and valid consideration, or something of value, provided.

See all articles by Lucian A. Bebchuk Lucian A. Bebchuk.

Illusory promises are so named because they merely hold the illusion of contract.

The Illusory Promise of Stakeholder Governance.