Businesses enter into contracts each and every day. Contracts are formed when customers make purchases, when suppliers deliver materials, or when contractors place orders. Contracts are a critical element when it comes to operating a business, and when contracts are not honored, disputes arise.

What Is Required to Form A Contract?

A contract requires five basic requirements, and if any one of the requirements is missing, no legal contract can be formed. The requirements for a contract include:

1. Parties Capable of Entering a Contract. The parties to the contract must be legally capable of entering the contract in the first place. This means that each party to the contract must be fully aware of what they are doing by entering the contract and must understand what the contract means. As a general rule, minors are not legally capable of entering into a contract due to their inexperience, nor are individuals who are considered insane capable of understanding what it means to enter a contract.
2. Offer and Acceptance. In order for a contract to exist, an offer to contract must be made by one party, and the offer must be accepted by another party. The offer must be clear and the acceptance must be definite and unqualified.
3. The parties must exchange something. Each party makes a promise to the other or gives something of value to the other party. The consideration does not necessarily have to be fair or proportional: one party could agree to pay a single dollar in exchange for a motor vehicle, and so long as both parties agree to that arrangement, it can be binding. Consideration could also take the form of not doing something, or foregoing something a party normally would do or has a legal right to do, such as waiving certain rights. This is sometimes referred to as “bargained for exchange” or “bargained for detriment”.
4. Legal Purpose. The contract must be for a legal purpose. To say this another way, the contract cannot violate the law. The parties cannot negotiate terms for the contract that break the law, or are illegal.
5. Mutual Assent. Both parties to the contract must have a meeting of the minds, meaning both parties have a similar understanding of what the contract means, and both agree to be bound by it.

If any of the above requirements is lacking, then it is unlikely that a contract has legally been formed. Furthermore, specific types of contracts might have additional requirements in order to successfully form a valid contract. For instance, for many types of contracts encountered in business, the contract must be made in writing, identifying key terms of the contract, and signed by both parties. For instance, California Civil Code Section 1622 notes that all contracts can be made orally, unless the contract is specifically required to be made in writing by law.

Additionally, certain states may impose additional requirements for a contract to be legally binding and valid, and these laws should be taken into consideration if a specific state’s laws govern the contract.

These elements are fairly straightforward, yet when a contractual issues do arise it can be very difficult for the parties to understand and navigate the legalities in contract law.  Please contact our office if you are facing a contractual issue, dispute, or simply have additional questions relating to contracts.

California is home to many celebrities and public figures, and the paparazzi is regularly and continually make attempts to take photos of these public individuals, or to score interviews with them. Public figures are individuals who have placed themselves in public view, such as actors and actresses, sports athletes, and politicians – many people involved in the entertainment industry are considered to be public figures. But city attorneys, authors, and average citizens who publicly advocate to influence resolution on public issues have all been considered to be public figures in California as well.

Sometimes the paparazzi crosses a line into something that feels like an invasion of the public figure’s privacy in order to capture a picture or to get a statement. But since these public figures are people of interest, and have placed themselves in the public sphere, where is the line between private and public?

Privacy Rights In California

Everyone in California, from celebrity to average Joe, is entitled to roughly the same right of privacy under the California Constitution, Article 1, Section 1. However, those individuals who are considered to be public figures tend to have a more difficult time obtaining recovery when their privacy is violated than private individuals do.

There are four causes of action for invasion of privacy tort in California that have arisen through case law, meaning through decisions made by the courts. These invasions of privacy include:

1. Intrusion into private matters/private spaces. Public figures have little reprieve from invasions of privacy when they are out in public, but when they are in private spaces or engaged in private matters, they retain a right of privacy. Usually a public figure’s home serves as a private sanctuary where the individual can reasonably expect some privacy.
2. Public disclosure of private facts. It is an invasion of privacy for someone to publicly disclose private facts that would be offensive and objectionable to a reasonable person concerning another where those facts are of no legitimate public concern. Facts that are not newsworthy or are not widely known may be considered private.
3. Misappropriation of a person’s name or likeness. Sometimes also referred to as one’s right of publicity, it is an invasion of another’s privacy to misappropriate the name or likeness of another, in particular for commercial gains. This is particularly relevant to public figures whose name or image is used without permission to endorse products or services.
4. Portraying a person in a false light. It is impermissible for an individual to portray another in a false light, i.e., portray another in a way that is highly offensive and implied to be true when it is actually false.

California law additionally provides some protections of privacy under Cal. Civil Code Section 1708.8, which are particularly relevant to the techniques used by the paparazzi to get photographs of public figures. These laws prohibit a person from entering on to the private property of another without permission for the purposes of taking a photograph or making a recording.