The examples and perspective in this article deal primarily with common law and do not represent a worldwide view of the subject. Please improve this article and discuss the issue on the talk page. (December 2010)

A contract is an agreement entered into voluntarily by two parties or more with the intention of creating a legal obligation, which may have elements in writing, though contracts can be made orally. The remedy for breach of contract can be "damages" or compensation of money. In equity, the remedy can be specific performance of the contract or an injunction. Both of these remedies award the party at loss the "benefit of the bargain" or expectation damages, which are greater than mere reliance damages, as in promissory estoppel. The parties may be natural persons or juristic persons. A contract is a legally enforceable promise or undertaking that something will or will not occur. The word promise can be used as a legal synonym for contract.^[1], although care is required as a promise may not have the full standing of a contract, as when it is an agreement without consideration.

Contract law varies greatly from one jurisdiction to another, including differences in common law compared to civil law, the impact of received law, particularly from England in common law countries, and of law codified in regional legislation. Regarding Australian Contract Law for example, there are 40 relevant acts which impact on the interpretation of contract at the Commonwealth (Federal / national) level, and an additional 26 acts at the level of the state of NSW. In addition there are 6 international instruments or conventions which are applicable for international dealings, such as the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention)^[2]

Origin and scope[link]

Contract law is based on the principle expressed in the Latin phrase pacta sunt servanda, which is usually translated "agreements must be kept" but more literally means "pacts must be kept".^[3]

Contract law can be classified, as is habitual in civil law systems, as part of a general law of obligations, along with tort, unjust enrichment, and restitution.

As a means of economic ordering, contract relies on the notion of consensual exchange and has been extensively discussed in broader economic, sociological, and anthropological terms (see "Contractual theory" below). In American English, the term extends beyond the legal meaning to encompass a broader category of agreements.^[4]

This article mainly concerns the common law. Such jurisdictions usually retain a high degree of freedom of contract, with parties largely at liberty to set their own terms. This is in contrast to the civil law, which typically applies certain overarching principles to disputes arising out of contract, as in the French Civil Code.

However, contract is a form of economic ordering common throughout the world, and different rules apply in jurisdictions applying civil law (derived from Roman law principles), Islamic law, socialist legal systems, and customary or local law.

Elements[link]

At common law, the elements of a contract are offer, acceptance, intention to create legal relations, and consideration.

Mutual assent[link]

At common law, mutual assent is typically reached through offer and acceptance, that is, when an offer is met with an acceptance that is unqualified and that does not vary the offer's terms. The latter requirement is known as the "mirror image" rule. If a purported acceptance does vary the terms of an offer, it is not an acceptance but a counteroffer and, therefore, simultaneously a rejection of the original offer. The Uniform Commercial Code notably disposes of the mirror image rule in § 2-207, although the UCC only governs transactions in goods in the USA.

Offer and acceptance[link]

The most important feature of a contract is that one party makes an offer for an arrangement that another accepts. This can be called a concurrence of wills or consensus ad idem (meeting of the minds) of two or more parties. The concept is somewhat contested. The obvious objection is that a court cannot read minds and the existence or otherwise of agreement is judged objectively, with only limited room for questioning subjective intention: see Smith v. Hughes.^[5] Richard Austen-Baker has suggested that the perpetuation of the idea of 'meeting of minds' may come from a misunderstanding of the Latin term 'consensus ad idem', which actually means 'agreement to the [same] thing'.^[6] There must be evidence that the parties had each, from an objective perspective, engaged in conduct manifesting their assent, and a contract will be formed when the parties have met such a requirement.^[7] An objective perspective means that it is only necessary that somebody gives the impression of offering or accepting contractual terms in the eyes of a reasonable person, not that they actually did want to form a contract.

The case of Carlill v Carbolic Smoke Ball Company^[8] is an example of a 'unilateral contract'. The term unilateral contract is used in contract law although ultimately there is an offerer and an offeree and a consideration (which may be an act), and in Australian Mills v The Commonwealth^[9], the High Court of Australia considered the term "unscientific and misleading".^[10] Obligations are only imposed upon one party upon acceptance by performance of a condition. In the United States, the general rule is that in "case of doubt, an offer is interpreted as inviting the offeree to accept either by promising to perform what the offer requests or by rendering the performance, as the offeree chooses."^[11]

Offer and acceptance does not always need to be expressed orally or in writing. An implied contract is one in which some of the terms are not expressed in words. This can take two forms. A contract which is implied in fact is one in which the circumstances imply that parties have reached an agreement even though they have not done so expressly. For example, by going to a doctor for a checkup, a patient agrees that he will pay a fair price for the service. If one refuses to pay after being examined, the patient has breached a contract implied in fact. A contract which is implied in law is also called a quasi-contract, because it is not in fact a contract; rather, it is a means for the courts to remedy situations in which one party would be unjustly enriched were he or she not required to compensate the other. For example, a plumber accidentally installs a sprinkler system in the lawn of the wrong house. The owner of the house had learned the previous day that his neighbor was getting new sprinklers. That morning, he sees the plumber installing them in his lawn. Pleased at the mistake, he says nothing, and then refuses to pay when the plumber delivers the bill. Will the man be held liable for payment? Yes, if it could be proven that the man knew that the sprinklers were being installed mistakenly, the court would make him pay because of a quasi-contract. If that knowledge could not be proven, he would not be liable. Such a claim is also referred to as "quantum meruit".^[12]

Consideration[link]

Consideration is something of value given by a promissor to a promisee in exchange for something of value given by a promisee to a promissor. Typically, the thing of value is a payment, although it may be an act, or forbearance to act, when one is privileged to do so, such as an adult refraining from smoking.

Consideration consists of a legal detriment and a bargain. A legal detriment is a promise to do something or refrain from doing something that you have the legal right to do, or voluntarily doing or refraining from doing something, in the context of an agreement. A bargain is something the promisor (the party making promise or offer) wants, usually being one of the legal detriments. The legal detriment and bargain principles come together in consideration and create an exchange relationship, where both parties agree to exchange something that the other wishes to have.

The purpose of consideration is to ensure that there is a present bargain, that the promises of the parties are reciprocally induced. The classic theory of consideration required that a promise be of detriment to the promissor or benefit to the promisee. This is no longer the case in the USA; typically, courts will look to a bargained-for exchange, rather than making inquiries into whether an individual was subject to a detriment or not. The emphasis is on the bargaining process, not an inquiry into the relative value of consideration. This principle was articulated in Hamer v. Sidway. Yet in cases of ambiguity, courts will occasionally turn to the common law benefit/detriment analysis to aid in the determination of the enforceability of a contract.

Sufficiency[link]

Consideration must be sufficient, but courts will not weight the adequacy of consideration. For instance, agreeing to sell a car for a penny may constitute a binding contract.^[13] All that must be shown is that the seller actually wanted the penny. This is known as the peppercorn rule. Otherwise, the penny would constitute nominal consideration, which is insufficient. Parties may do this for tax purposes, attempting to disguise gift transactions as contracts.

Transfer of money is typically recognized as an example of sufficient consideration, but in some cases it will not suffice, for example, when one party agrees to make partial payment of a debt in exchange for being released from the full amount.^[14]

Past consideration is not sufficient. Indeed, it is an oxymoron. For instance, in Eastwood v. Kenyon,^[15] the guardian of a young girl obtained a loan to educate the girl and to improve her marriage prospects. After her marriage, her husband promised to pay off the loan. It was held that the guardian could not enforce the promise because taking out the loan to raise and educate the girl was past consideration—it was completed before the husband promised to repay it.

The insufficiency of past consideration is related to the preexisting duty rule. The classic instance is Stilk v. Myrick,^[16] in which a captain's promise to divide the wages of two deserters among the remaining crew if they would sail home from the Baltic short-handed, was found unenforceable on the grounds that the crew were already contracted to sail the ship through all perils of the sea.

The preexisting duty rule also extends beyond an underlying contract. It would not constitute sufficient consideration for a party to promise to refrain from committing a tort or crime, for example.^[17] However, a promise from A to do something for B if B will perform a contractual obligation B owes to C, will be enforceable - B is suffering a legal detriment by making his performance of his contract with A effectively enforceable by C as well as by A.^[18]

Consideration must move from the promisee. For instance, it is good consideration for person A to pay person C in return for services rendered by person B. If there are joint promisees, then consideration need only to move from one of the promisees.

Other jurisdictions[link]

Roman law-based systems^[19] (including Scotland) do not require consideration, and some commentators consider it unnecessary—the requirement of intent by both parties to create legal relations by both parties performs the same function under contract. The reason that both exist in common law jurisdictions is thought by leading scholars to be the result of the combining by 19th century judges of two distinct threads: first the consideration requirement was at the heart of the action of assumpsit, which had grown up in the Middle Ages and remained the normal action for breach of a simple contract in England & Wales until 1884, when the old forms of action were abolished; secondly, the notion of agreement between two or more parties as being the essential legal and moral foundation of contract in all legal systems, promoted by the 18th century French writer Pothier in his Traite des Obligations, much read (especially after translation into English in 1805) by English judges and jurists. The latter chimed well with the fashionable will theories of the time, especially John Stuart Mill's influential ideas on free will, and got grafted on to the traditional common law requirement for consideration to ground an action in assumpsit.^[20]

Civil law systems take the approach that an exchange of promises, or a concurrence of wills alone, rather than an exchange in valuable rights is the correct basis. So if you promised to give me a book, and I accepted your offer without giving anything in return, I would have a legal right to the book and you could not change your mind about giving me it as a gift. However, in common law systems the concept of culpa in contrahendo, a form of 'estoppel', is increasingly used to create obligations during pre-contractual negotiations.^[21] Estoppel is an equitable doctrine that provides for the creation of legal obligations if a party has given another an assurance and the other has relied on the assurance to his detriment. A number of commentators have suggested that consideration be abandoned, and estoppel be used to replace it as a basis for contracts.^[22] However, legislation, rather than judicial development, has been touted as the only way to remove this entrenched common law doctrine. Lord Justice Denning famously stated that "The doctrine of consideration is too firmly fixed to be overthrown by a side-wind."^[23]

Formation[link]

In addition to the elements of a contract:

• a party must have capacity to contract;
• the purpose of the contract must be lawful;
• the form of the contract must be legal;
• the parties must intend to create a legal relationship; and
• the parties must consent.

As a result, there are a variety of affirmative defenses that a party may assert to avoid his obligation.

Affirmative defenses[link]

Vitiating factors constituting defences to purported contract formation include:

• mistake;
• incapacity, including mental incompetence and infancy/minority;
• duress;
• undue influence;
• unconscionability;
• misrepresentation/fraud; and
• frustration of purpose.

Such defenses operate to determine whether a purported contract is either (1) void or (2) voidable. Void contracts cannot be ratified by either party. Voidable contracts can be ratified.

[edit] Freedom to contract and Hurley v. Eddingfield

In most systems of law, parties have freedom to choose whether or not they wish to enter into a contract, absent superseding duties. In American law, one early case exemplifying this proposition is Hurley v. Eddingfield (1901), in which the Supreme Court of Indiana ruled in favor of a physician who voluntarily decided not to help a patient whom the physician had treated on past occasions, despite the lack of other available medical assistance and the patient's subsequent death.^[24]

In addition, for some contracts formalities must be complied with under legislation sometimes called a statute of frauds (especially transactions in real property or for relatively large cash amounts).

Invitation to treat[link]

Where a product in large quantities is advertised in a newspaper or on a poster, it generally is not considered an offer but instead will be regarded as an invitation to treat, since there is no guarantee that the store can provide the item for everyone who might want one. This was the basis of the decision in Partridge v. Crittenden^[25] a criminal case in which the defendant was charged with "offering for sale" bramblefinch cocks and hens. The court held that the newspaper advertisement could only be an invitation to treat, since it could not have been intended as an offer to the world, so the defendant was not guilty of "offering" them for sale. Similarly, a display of goods in a shop window is an invitation to treat, as was held in Fisher v. Bell^[26] another criminal case which turned on the correct analysis of offers as against invitations to treat. In this instance the defendant was charged with "offering for sale" prohibited kinds of knife, which he had displayed in his shop window with prices attached. The court held that this was an invitation to treat, the offer would be made by a purchaser going into the shop and asking to buy a knife, with acceptance being by the shopkeeper, which he could withhold. (The law was later amended to "exposing for sale".) A display of goods on the shelves of a self-service shop is also an invitation to treat, with the offer being made by the purchaser at the checkout and being accepted by the shop assistant operating the checkout: Pharmaceutical Society of Great Britain v. Boots Cash Chemists (Southern) Ltd.^[27] If the person who is to buy the advertised product is of importance, for instance because of his personality, etc., when buying land, it is regarded merely as an invitation to treat. In Carbolic Smoke Ball, the major difference was that a reward was included in the advertisement, which is a general exception to the rule and is then treated as an offer.

The Carbolic Smoke Ball offer

One of the most famous cases on invitation to treat is Carlill v. Carbolic Smoke Ball Company,^[28] decided in nineteenth-century England. A medical firm advertised that its new wonder drug, a smoke ball, would, according to the instructions, prevent those who used it from catching the flu. If it did not work, buyers would receive £100 and the company said that they had deposited £1,000 in the bank to show their good faith. When sued, Carbolic argued the ad was not to be taken as a serious, legally binding offer. It was merely an invitation to treat, and a gimmick (a 'mere puff'). But the court of appeal held that it would appear to a reasonable man that Carbolic had made a serious offer, primarily because of the reference to the £1000 deposited into the bank. People had given good "consideration" for it by going to the "distinct inconvenience" of using a faulty product. "Read the advertisement how you will, and twist it about as you will," said Lindley LJ, "here is a distinct promise expressed in language which is perfectly unmistakable".

Most states consider persons under the age of 18 to be minors. They have the right to cancel the contract at any time before and even after reaching the age of 18. If, however, a minor cancels the contract, the benefits that he or she received must be returned.

Contracts entered into by a minor as one party and an adult as the other party are enforceable if the adult breaches the contract. The minor can enforce the contract and collect damages by the adult's breach. However, if the minor breaches the contract, the adult does not have the legal authority to enforce the contract and cannot collect damages under the bargain principle. Promissory estoppel or unjust enrichment may be available, but generally are not.

Intention to be legally bound[link]

There is a presumption for commercial agreements that parties intend to be legally bound (unless the parties expressly state that they do not want to be bound, like in heads of agreement). On the other hand, many kinds of domestic and social agreements are unenforceable on the basis of public policy, for instance between children and parents. One early example is found in Balfour v. Balfour.^[29] Using contract-like terms, Mr. Balfour had agreed to give his wife £30 a month as maintenance while he was living in Ceylon (Sri Lanka). Once he left, they separated and Mr. Balfour stopped payments. Mrs. Balfour brought an action to enforce the payments. At the Court of Appeal, the Court held that there was no enforceable agreement as there was not enough evidence to suggest that they were intending to be legally bound by the promise.

The case is often cited in conjunction with Merritt v Merritt.^[30] Here the court distinguished the case from Balfour v. Balfour because Mr. and Mrs. Merritt, although married again, were estranged at the time the agreement was made. Therefore any agreement between them was made with the intention to create legal relations.

Third parties[link]

The doctrine of privity of contract means that only those involved in striking a bargain would have standing to enforce it. In general this is still the case, only parties to a contract may sue for the breach of a contract, although in recent years the rule of privity has eroded somewhat and third party beneficiaries have been allowed to recover damages for breaches of contracts they were not party to^{[citation needed]}. In cases where facts involve third party beneficiaries or debtors to the original contracting party have been allowed to be considered parties for purposes of enforcement of the contract. A recent advance has been seen in the case law as well as statutory recognition to the dilution of the doctrine of privity of contract. The recent tests applied by courts have been^{[citation needed]}the test of benefit and the duty owed test. The duty owed test looks to see if the third party was agreeing to pay a debt for the original party[needs elaboration] and whereas the benefit test looks to see if circumstances indicate that the promisee intends to give the beneficiary the benefit of the promised performance. Any defense allowed to parties of the original contract extend to third party beneficiaries.[74] A recent example is in England, where the Contracts (Rights of Third Parties) Act 1999 was introduced.

Formalities and writing[link]

An unwritten, unspoken contract, also known as "a contract implied by the acts of the parties," which can be either implied in fact or implied in law, may also be legally binding. Contracts implied in fact are "real" contracts, that is, of no different remedy than "benefit of the bargain," as mentioned above. However, contracts implied in law are also known as quasi-contracts, and the remedy is quantum meruit, the fair market value of goods or services rendered.

Oral contracts are ordinarily valid and therefore legally binding.^[31] However, in most jurisdictions, certain types of contracts must be reduced to writing to be enforceable. This is to prevent frauds and perjuries, hence the name statute of frauds. For example, an unwritten contract would be unenforceable if for the sale of land.

Contracts that do not meet the requirements of common law or statutory Statutes of frauds are unenforceable, but are not necessarily thereby void. However, a party unjustly enriched by an unenforceable contract may be required to provide restitution for unjust enrichment. Statutes of frauds are typically codified in state statutes covering specific types of contracts, such as contracts for the sale of real estate.

In Australia and many, if not all, jurisdictions which have adopted the common law of England, for contracts subject to legislation equivalent to the Statute of frauds,^[32] there is no requirement for the entire contract to be in writing. Although for property transactions there must be a note or memorandum evidencing the contract, which may come into existence after the contract has been formed. The note or memorandum must be signed in some way, and a series of documents may be used in place of a single note or memorandum. It must contain all material terms of the contract, the subject matter and the parties to the contract. In England and Wales, the common law Statute of frauds is only now in force for guarantees, which must be evidenced in writing, although the agreement may be made orally. Certain other kinds of contract must be in writing or they are void, for instance, for sale of land under s. 52, Law of Property Act 1925.

If a contract is in a written form, and somebody signs it, then the signer is typically bound by its terms regardless of whether he has actually read it,^[33] provided the document is contractual in nature.^[34] However, affirmative defenses such as duress or unconscionability may enable the signer to avoid his purported obligation. Furthermore, if a party wishes to use a document as the basis of a contract, reasonable notice of its terms must be given to the other party prior to their entry into the contract.^[35] This includes such things as tickets issued at parking stations.

Bilateral and unilateral contracts[link]

Contracts may be bilateral or unilateral. A bilateral contract is an agreement in which each of the parties to the contract makes a promise or set of promises to the other party or parties. For example, in a contract for the sale of a home, the buyer promises to pay the seller $200,000 in exchange for the seller's promise to deliver title to the property.

In a unilateral contract, only one party to the contract makes a promise. A typical example is the reward contract: A promises to pay a reward to B if B finds A's dog. B is not under an obligation to find A's dog, but A is under an obligation to pay the reward to B if B does find the dog. The consideration for the contract here is B's reliance on A's promise or B giving up his legal right to do whatever he wanted at the time he was engaged in the finding of the dog.

In this example, the finding of the dog is a condition precedent to A's obligation to pay, although it is not a legal condition precedent, because technically no contract here has arisen until the dog is found (because B has not accepted A's offer until he finds the dog, and a contract requires offer, acceptance, and consideration), and the term "condition precedent" is used in contract law to designate a condition of a promise in a contract. For example, if B promised to find A's dog, and A promised to pay B when the dog was found, A's promise would have a condition attached to it, and offer and acceptance would already have occurred. This is a situation in which a condition precedent is attached to a bilateral contract.

Condition precedents can also be attached to unilateral contracts, however. This would require A to require a further condition to be met before he pays B for finding his dog. So, for example, A could say "If anyone finds my dog, and the sky falls down, I will give that person $100." In this situation, even if the dog is found by B, he would not be entitled to the $100 until the sky falls down. Therefore the sky falling down is a condition precedent to A's duty being actualized, even though they are already in a contract, since A has made an offer and B has accepted.

An offer of a unilateral contract may often be made to many people (or 'to the world') by means of an advertisement. (The general rule is that advertisements are not offers.) In the situation where the unilateral offer is made to many people, acceptance will only occur on complete performance of the condition (in other words, by completing the performance that the offeror seeks, which is what the advertisement requests from the offerees - to actually find the dog). If the condition is something that only one party can perform, both the offeror and offeree are protected – the offeror is protected because he will only ever be contractually obliged to one of the many offerees, and the offeree is protected because if she does perform the condition, the offeror will be contractually obligated to pay her.

In unilateral contracts, the requirement that acceptance be communicated to the offeror is waived unless otherwise stated in the offer. The offeree accepts by performing the condition, and the offeree's performance is also treated as the price, or consideration, for the offeror's promise. The offeror is master of the offer; it is he who decides whether the contract will be unilateral or bilateral. In unilateral contracts, the offer is made to the public at large.

A bilateral contract is one in which there are duties on both sides, rights on both sides, and consideration on both sides. If an offeror makes an offer such as "If you promise to paint my house, I will give you $100," this is a bilateral contract once the offeree accepts. Each side has promised to do something, and each side will get something in return for what they have done.

Uncertainty, incompleteness and severance[link]

If the terms of the contract are uncertain or incomplete, the parties cannot have reached an agreement in the eyes of the law.^[36] An agreement to agree does not constitute a contract, and an inability to agree on key issues, which may include such things as price or safety, may cause the entire contract to fail. However, a court will attempt to give effect to commercial contracts where possible, by construing a reasonable construction of the contract.^[37]

Courts may also look to external standards, which are either mentioned explicitly in the contract^[38] or implied by common practice in a certain field.^[39] In addition, the court may also imply a term; if price is excluded, the court may imply a reasonable price, with the exception of land, and second-hand goods, which are unique.

If there are uncertain or incomplete clauses in the contract, and all options in resolving its true meaning have failed, it may be possible to sever and void just those affected clauses if the contract includes a severability clause. The test of whether a clause is severable is an objective test—whether a reasonable person would see the contract standing even without the clauses.

Contractual terms[link]

A contractual term is "an[y] provision forming part of a contract".^[40] Each term gives rise to a contractual obligation, breach of which can give rise to litigation. Not all terms are stated expressly and some terms carry less legal weight as they are peripheral to the objectives of the contract.

Boilerplate[link]

As discussed in Tina L. Stark's Negotiating and Drafting Contract Boilerplate, when lawyers refer to a "boilerplate" provision, they are referring to any standardized, "one size fits all" contract provision. But lawyers also use the term in a more narrow context to refer to certain provisions that appear at the end of the contract. Typically, these provisions tell the parties how to govern their relationship and administer the contract. Although often thought to be of secondary importance, these provisions have significant business and legal consequences.^[41] Common provisions include the governing law provision, venue, assignment and delegation provisions, waiver of jury trial provisions, notice provisions, and force majeure provisions.^[42]

Classification of term[link]

• Condition or warranty.^[43] Conditions are terms which go to the very root of a contract. Breach of these terms repudiates the contract, allowing the other party to discharge the contract. A warranty is not so imperative so the contract will subsist after a warranty breach. Breach of either will give rise to damages.

It is an objective matter of fact whether a term goes to the root of a contract. By way of illustration, an actress' obligation to perform the opening night of a theatrical production is a condition,^[44] whereas a singer's obligation to perform during the first three days of rehearsal is a warranty.^[45]

Statute may also declare a term or nature of term to be a condition or warranty; for example the Sale of Goods Act 1979 s15A^[46] provides that terms as to title, description, quality and sample (as described in the Act) are conditions save in certain defined circumstances.

• Innominate term. Lord Diplock, in Hong Kong Fir Shipping Co Ltd v Kawasaki Kisen Kaisha Ltd,^[47] created the concept of an innominate term, breach of which may or not go to the root of the contract depending upon the nature of the breach. Breach of these terms, as with all terms, will give rise to damages. Whether or not it repudiates the contract depends upon whether legal benefit of the contract has been removed from the innocent party. Megaw LJ, in 1970, preferred the legal certainty of using the classic categories of condition or warranty.^[48] This was interpreted by the House of Lords as merely restricting its application in Reardon Smith Line Ltd. v Hansen-Tangen.^[49]

Status as a term[link]

Status as a term is important as a party can only take legal action for the non fulfillment of a term as opposed to representations or mere puffery. Legally speaking, only statements that amount to a term create contractual obligations. There are various factor that a court may take into account in determining the nature of a statement. In particular, the importance apparently placed on the statement by the parties at the time the contract is made is likely to be significant. In Bannerman v. White^[50] it was held a term of a contract for sale and purchase of hops that they had not been treated with sulphur, since the buyer made very explicit his unwillingness to accept hops so treated, saying that he had no use for them. The relative knowledge of the parties may also be a factor, as in Bissett v. Wilkinson^[51] in which a statement that farmland being sold would carry 2000 sheep if worked by one team was held merely a representation (it was also only an opinion and therefore not actionable as misrepresentation). The reason this was not a term was that the seller had no basis for making the statement, as the buyer knew, and the buyer was prepared to rely on his own and his son's knowledge of farming.

Implied terms[link]

A term may either be express or implied. An express term is stated by the parties during negotiation or written in a contractual document. Implied terms are not stated but nevertheless form a provision of the contract.

Terms implied in fact[link]

Terms may be implied due to the facts of the proceedings by which the contract was formed. In the Australian case of BP Refinery Westernport v. Shire of Hastings^[52] the UK Privy Council proposed a five stage test to determine situations where the facts of a case may imply terms (this only applies to formal contracts in Australia).^[53] However, the English Court of Appeal sounded a note of caution with regard to the BP case in Philips Electronique Grand Public SA v. British Sky Broadcasting Ltd^[54] in which the Master of the Rolls described the test as "almost misleading" in its simplicity.^[55] The classic tests have been the "business efficacy test" and the "officious bystander test". The first of these was proposed by Lord Justice Bowen in The Moorcock.^[56] This test requires that a term can only be implied if it is necessary to give business efficacy to the contract to avoid such a failure of consideration that the parties cannot as reasonable businessmen have intended. But only the most limited term should then be implied - the bare minimum to achieve this goal. The officious bystander test derives its name from the judgment of Lord Justice Mackinnon in Shirlaw v. Southern Foundries (1926) Ltd^[57] but the test actually originates in the judgment of Lord Justice Scrutton in Reigate v. Union Manufacturing Co (Ramsbottom) Ltd^[58] This test is that a term can only be implied in fact if it is such a term that had an "officious bystander" listening to the contract negotiations suggested that they should include this term the parties would "dismiss him with a common 'Oh of course!'". It is at least questionable whether this is truly a separate test or just a description of how one might go about arriving at a decision on the basis of the business efficacy test.

Some jurisdictions, notably Australia, Israel and India, imply a term of good faith into contracts. A final way in which terms may be implied due to fact is through a previous course of dealing or common trade practice. The Uniform Commercial Code of the United States also imposes an implied covenant of good faith and fair dealing in performance and enforcement of contracts covered by the Code, which cannot be derogated from.

Terms implied in law[link]

Implied terms also a contract

These are terms that have been implied into standardized relationships. Instances of this are quite numerous, especially in employment contracts and shipping contracts.

Common law[link]

• Liverpool City Council v. Irwin^[59] established a term to be implied into all contracts between tenant and landlord in multi-storey blocks that the landlord is obliged to take reasonable care to keep the common areas in a reasonable state of repair.

These terms will be implied into all contracts of the same nature as a matter of law.

Statute law[link]

The rules by which many contracts are governed are provided in specialized statutes that deal with particular subjects. Most countries, for example, have statutes which deal directly with sale of goods, lease transactions, and trade practices. For example, most American states have adopted Article 2 of the Uniform Commercial Code, which regulates contracts for the sale of goods. The most important legislation implying terms under United Kingdom law are the Sale of Goods Act 1979, the Consumer Protection (Distance Selling) Regulations 2000 and the Supply of Goods and Services Act 1982 which imply terms into all contracts whereby goods are sold or services provided.

Coercive vs. voluntary contractive exchanges[link]

There are a few ways of determining whether a contract has been coerced or is voluntary:

• Moral consideration: Objective consideration of right or wrong outside of the objective cause, or the perceived cause. Example: X (event) occurs every day at 5 pm. X is wrong. Anything that avoids X is good; allowing X, even if all parties agree, is bad.
• Phenomenological consideration - what models did the participants have which influenced the perception of what was to occur or what had occurred. Example: I observe X, Y (events) every day at 5 pm. I contract against X. Today I did / did not see Y occur.
• Statistical consideration - did the participants have a statistical prediction, likelihood of an event occurring which is covered by the contract. Example: X (event) happens every day at 5 pm, I enter a contract to avoid X. X does or does not occur.

Setting aside the contract[link]

There can be four different ways in which contracts can be set aside. A contract may be deemed 'void', 'voidable', 'unenforceable'or 'ineffective'. Voidness implies that a contract never came into existence. Voidability implies that one or both parties may declare a contract ineffective at their wish. Unenforceability implies that neither party may have recourse to a court for a remedy. Ineffectiveness implies that the contract terminates by order of a court where a public body has failed to satisfy public procurement law. To rescind is to set aside or unmake a contract.

Misrepresentation[link]

Misrepresentation means a false statement of fact made by one party to another party and has the effect of inducing that party into the contract. For example, under certain circumstances, false statements or promises made by a seller of goods regarding the quality or nature of the product that the seller has may constitute misrepresentation. A finding of misrepresentation allows for a remedy of rescission and sometimes damages depending on the type of misrepresentation.

There are two types of misrepresentation in contract law, fraud in the factum and fraud in inducement. Fraud in the factum focuses on whether the party in question knew they were creating a contract. If the party did not know that they were entering into a contract, there is no meeting of the minds, and the contract is void. Fraud in inducement focuses on misrepresentation attempting to get the party to enter into the contract. Misrepresentation of a material fact (if the party knew the truth, that party would not have entered into the contract) makes a contract voidable.

According to Gordon v Selico^[60] it is possible to make a misrepresentation either by words or by conduct, although not everything said or done is capable of constituting a misrepresentation. Generally, statements of opinion or intention are not statements of fact in the context of misrepresentation.

Both an order for specific performance and an injunction are discretionary remedies, originating for the most part in equity. Neither is available as of right and in most jurisdictions and most circumstances a court will not normally order specific performance. A contract for the sale of real property is a notable exception. In most jurisdictions, the sale of real property is enforceable by specific performance. Even in this case the defenses to an action in equity (such as laches, the bona fide purchaser rule, or unclean hands) may act as a bar to specific performance.

Related to orders for specific performance, an injunction may be requested when the contract prohibits a certain action. Action for injunction would prohibit the person from performing the act specified in the contract.

Procedure[link]

In the United States, in order to obtain damages for breach of contract or to obtain specific performance or other equitable relief, the aggrieved injured party may file a civil (non-criminal) lawsuit in state court (unless there is diversity of citizenship giving rise to federal jurisdiction). If the contract contains a valid arbitration clause, the aggrieved party must submit an arbitration claim in accordance with the procedures set forth in the clause.

Many contracts provide that all disputes arising thereunder will be resolved by arbitration, rather than litigated in courts. Customer claims against securities brokers and dealers are almost always resolved by arbitration because securities dealers are required, under the terms of their membership in self-regulatory organizations such as the Financial Industry Regulatory Authority (formerly the NASD) or NYSE to arbitrate disputes with their customers. The firms then began including arbitration agreements in their customer agreements, requiring their customers to arbitrate disputes.^[61] On the other hand, certain claims have been held to be non-arbitrable if they implicate a public interest that goes beyond the narrow interests of the parties to the agreement (i.e., claims that a party violated a contract by engaging in illegal anti-competitive conduct or civil rights violations). Arbitration judgments may generally be enforced in the same manner as ordinary court judgments. However, arbitral decisions are generally immune from appeal in the United States unless there is a showing that the arbitrator's decision was irrational or tainted by fraud. Virtually all states have adopted the Uniform Arbitration Act to facilitate the enforcement of arbitrated judgments. Notably, New York State, where a sizable portion of major commercial agreements are executed and performed, has not adopted the Uniform Arbitration Act.^[62]

In England and Wales, a contract may be enforced by use of a claim, or in urgent cases by applying for an interim injunction to prevent a breach. Likewise, in the United States, an aggrieved party may apply for injunctive relief to prevent a threatened breach of contract, where such breach would result in irreparable harm that could not be adequately remedied by money damages.

Other contract[link]

Online contracts, which are easily made, are usually valid on a smaller scale for a period of one to three months, while on a larger scale can last about five years. As with all things legal, especially in regards to the ever-evolving Internet, general rules like length of validity have many exceptions. All cases are evaluated on their own merits, and those merits are defined by the facts presented in each instance. It is up to the owner of the site to do what it can to guarantee enforceability of its contracts. Though most people sign online contracts before reading the content^{[citation needed]}, E-signature laws have made the electronic contract and signature as legally valid as a paper contract. It has been estimated that roughly one hundred and ten electronic contracts are signed every second.

Contract theory[link]

Contract theory is the body of legal theory that addresses normative and conceptual questions in contract law. One of the most important questions asked in contract theory is why contracts are enforced. One prominent answer to this question focuses on the economic benefits of enforcing bargains. Another approach, associated with Charles Fried, maintains that the purpose of contract law is to enforce promises. This theory is developed in Fried's book, Contract as Promise. Other approaches to contract theory are found in the writings of legal realists and critical legal studies theorists.

More generally, writers have propounded Marxist and feminist interpretations of contract. Attempts at overarching understandings of the purpose and nature of contract as a phenomenon have been made, notably 'relational contract theory' originally developed by U.S. contracts scholars Ian Roderick Macneil and Stewart Macaulay, building at least in part on the contract theory work of U.S. scholar Lon L. Fuller, while U.S. scholars have been at the forefront of developing economic theories of contract focussing on questions of transaction cost and so-called 'efficient breach' theory.

Another dimension of the theoretical debate in contract is its place within, and relationship to a wider law of obligations. Obligations have traditionally been divided into contracts, which are voluntarily undertaken and owed to a specific person or persons, and obligations in tort which are based on the wrongful infliction of harm to certain protected interests, primarily imposed by the law, and typically owed to a wider class of persons.

Recently it has been accepted that there is a third category, restitutionary obligations, based on the unjust enrichment of the defendant at the plaintiff's expense. Contractual liability, reflecting the constitutive function of contract, is generally for failing to make things better (by not rendering the expected performance), liability in tort is generally for action (as opposed to omission) making things worse, and liability in restitution is for unjustly taking or retaining the benefit of the plaintiff's money or work.^[63]

The common law describes the circumstances under which the law will recognise the existence of rights, privilege or power arising out of a promise.

See also[link]

By country[link]

• Australian contract law
• English contract law
• German contract law
• Indian contract law
• South African contract law

Notes[link]

References[link]

• Ewan McKendrick, Contract Law - Text, Cases and Materials (2005) Oxford University Press ISBN 0-19-927480-0
• P.S. Atiyah, The Rise and Fall of Freedom of Contract (1979) Clarendon Press ISBN 0-19-825342-7
• Randy E. Barnett, Contracts (2003) Aspen Publishers ISBN 0-7355-6525-2
• Scott Fruehwald, "Reciprocal Altruism as the Basis for Contract," 47 University of Louisville Law Review 489 (2009).

External links[link]

Look up contract in Wiktionary, the free dictionary.

Wikiquote has a collection of quotations related to: Contract

Wikimedia Commons has media related to: Contracts

• Australian Contract Law
• Uniform Commercial Code (United States Contract Law)
• Behavioral Contracting in the Classroom
• Contract Law Lessons & Materials by Max Young
• Cornell Law School contracts: an overview
• Principles of European Contract Law
• United Nations Convention on Contracts for the International Sale of Goods, Vienna, 11 April 1980
• Md. Azim Ferdous. [1]. www.scribd.com

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The Basics
The Basics at the Oxford Art Factory, 2010
Background information
Origin	Melbourne, Australia
Genres	Rock
Years active	2002–present
Labels	Independent, Albert Records
Associated acts	Gotye, Down Hills Home, Dog With Wheels, Blood Red Bird
Website	The Basics Official Website
Members
Wally De Backer Kris Schroeder Tim Heath
Past members
Michael Hubbard
Notable instruments
Lead guitar, drums, bass guitar.

The Basics ( /ˈbæzɪtʃ/ BAZZ-ich) are a three-piece band from Melbourne, Australia, formed by Wally De Backer and Kris Schroeder in 2002. Their style has been described as anything from 'indie-pop' to 'rock'n'roll' to 'pop-rock', though their records show they span a wide range of genres, including reggae, ska, country, and electro-pop. They are "recognised as one of Australia's hardest-working bands".^[1]

With close to 1000 shows in their ten-year career, their live performances are well-known for their sense of humour and energy.^[2]

Formation[link]

The Basics were formed after Kris met Wally at a party in Melbourne.^[3] The event was to see off the young aspiring producer, who was about to depart for Los Angeles, and together with a number of musician friends, the two jammed on some blues-rock standards. Later that night, they bonded over a mutual love of The Beatles, 70s and 80s cartoon theme songs and old Sierra adventure games.

Initially, they played around Melbourne as an acoustic guitar/drums combo, starting at The Opposition in Frankston and the House of Fools in Footscray, where in late 2002 they met Michael Hubbard and later invited him to join them on electric guitar.^[4] Though lacking any real experience with the instrument, Kris willingly purchased his first bass guitar, and the trio was born. During this time, the group start performing songs with more complicated three-part harmony.

During late 2002 and early 2003, The Basics recorded and released an album called Get Back through MGM Distribution. They began what was to become regular tours of the East and West coasts of Australia.

2004-2005: Current lineup[link]

Tim Heath joined the group in June 2004, after Michael decided to pursue his solo career, which has included being one half of Down Hills Home.^[4] Tim was reportedly the only person to reply to an advertisement in Melbourne's Beat Magazine looking for a new guitarist. Tim apparently answered the advertisement - which said the applicant "must have a love of 50s and 60s rock'n'roll" - thinking that he would be meeting "a couple of old guys to play with on the weekends over some beers". They soon recorded For Girls Like You.

The Basics in 2005 continued to tour and play small festivals, and after releasing For Girls Like You through MGM Distribution, they departed for a national tour of Australia, which lasted for two months and took them to every Australian state and territory. Stuart Padbury, a young Melbourne sound engineer, joined them on much of this tour. On returning, the band began demonstrating songs for a new album.

2006-2009: Touring and soundtracks[link]

In 2006, The Basics began recording what was to become known as Stand Out/Fit In. Taking several months, it was not completed until the end of the year, despite intentions to have it released in June. Instead, they held a successful 'album preview', where each of the tracks was demonstrated in 'rough form' accompanied by a music video for each (produced by Melbourne photographic artist James Bryans). The band also talked about the origins of the songs. This event brought a lot of attention to the band for the idea's originality. They pre-released a radio single 'Just Hold On' from the album. The band were invited to play the hugely popular Homebake Festival in Sydney, where they received a great response, after being introduced onto the stage by a short stocky Asian guy with big calves ("one of the highlights" wrote The Daily Telegraph).

In 2007, the band departed on a tri-state residency which saw them play Melbourne, Sydney and Brisbane every week for the month of April - a bold move which brought further attention to the band for its original idea.^[5] Riding on the wave of this tour, Schroeder, De Backer and Heath departed on their first overseas tour which saw them performing 26 shows around Japan, Norway and the United Kingdom.^[6] They also toured twice more up the East Coast, one of which was with popular Japanese band The Bawdies. Their song 'Rattle My Chain' was used in a series of commercials for Volvo Australia. The song 'Hey There!' featured in the British film The Bank Job - starring Jason Statham - and was used as the backing for a February 2007 short film directed by Tim Longhurst called The Rip. Their song 'Better' was featured in a surfing documentary about the invention of the shortboard in 1967.

In 2008, the band appeared on Australia's Channel 9 for Australia Day celebrations, performing two of their songs - 'Just Hold On' and 'Hey There!' - to an estimated audience of 2 million. Securing an Australian Government grant, they embarked on a two-month tour of Australia, specifically targeting "culturally underprivileged groups" in rural and regional schoolchildren and Indigenous communities. The programme had them holding masterclasses and performing alongside Indigenous groups in the remote Northern Territory and Queensland.^[7][8] Their initiative also had them raising money for the charity Lifeline^{[disambiguation needed ]}, their contribution to which was recognised with a plaque at the end of the tour. Season two of Californication starring David Duchovny featured their cover of the classic 'Have Love, Will Travel', most famously covered by 'The Sonics'.

In 2009, The Basics for the first time enjoyed the support of Australian radio network Triple J, which had reportedly snubbed the band's previous material.^[9] The singles 'With This Ship' and 'Like A Brother' were added to the station's playlist, and momentum carried The Basics overseas for a second tour of the United Kingdom and Norway, and also a series of shows in Dublin, Ireland. They were joined by the longtime front-of-house engineer Stuart Padbury, who had been mixing them since 2005. The band was often seen in the Grafton Street Mall in Dublin, busking to promote their concerts there. Their second show in Oslo, Norway, saw the band perform with Hot Tub, one of the members of the Norwegian boy band "Boyzvoice", in his first performance for several years. Season Eight of Scrubs featured the song 'Lookin' Over My Shoulder'.

Despite all this promise, the band's album Keep Your Friends Close - produced and part-recorded by Peter Cobbin at London's Abbey Road Studios - though enjoying many favourable reviews,^{[10][11][12][13]} failed to impress Richard Kingsmill, music director of Triple J. This effectively ended the band's apparent upward spiral and the resulting album launch tour was reportedly "trying".

2010: Hiatus and live album[link]

In 2010, following the band's fourth stint at the Tamworth Country Music Festival, and the recording of a yet-unreleased live album, an indefinite hiatus was announced on the band's websites. This was in part due to the impending release of a new album produced by Wally for his Gotye project, and also to reported tensions within the band following the previous year's disappointments.

However, this hiatus was soon broken with a two-month residency at the Northcote Social Club in Melbourne, which saw an apparent return to form.^[14] The band's EP "Wait For You" enjoys airplay on Triple J.^[15] The Basics also played a one-off show at Sydney's Oxford Art Factory.^[16]

On 20 August 2010, The Basics released their fourth LP /ðəˈbæzɪtʃ/, available free and exclusively from their website for digital download^[17]. The band had reportedly moved to expand their listenership through this free giveaway, though 300 "Deluxe" CD/vinyl versions have been printed. /ðəˈbæzɪtʃ/ was recorded at the Northcote Social Club on 6 February, "in front of a live studio audience", and like the previous record, was mixed by Peter Cobbin at Abbey Road Studios. Technically a self-titled album, the phonetics spell out the accurate pronunciation of the band’s name. Kris Schroeder: "For years we’ve worked at bringing our live energy into the studio and thus far it’s been a bit hit-and-miss. Our trick this time was to pull a switcheroo and bring the studio to us instead; the result is the best and closest to us we’ve sounded yet."

Melbourne thespian and Dog With Wheels bassist David Bramble - friends with Heath from university days - has occasionally joined the band on tour, playing keys, often while sporting a large moustache. Other guests have included Jake Mason (saxophone), also of Cookin' on 3 Burners and The Bamboos^{[disambiguation needed ]}, Gideon Brazil (saxophone, flute), Simon Imrei (guitar and vocals) and Monty MacKenzie (saxophone).

Covers have often made an appearance from various sources: to date, some of the bands covered have been Cream, The Kinks, The Rolling Stones, The Police, Neil Young, Bob Dylan, New Kids on the Block, Richard Berry, Sonny Curtis and The Crickets, JJ Cale, Harry Nilsson, Bill Scott, Ryan Adams and The Coasters (via The Beatles for their cover of Three Cool Cats).

Members[link]

Current

• Wally De Backer - drums, vocals (2002-present)
• Kris Schroeder - bass, vocals (2002-present)
• Tim Heath - guitar, vocals (2004-present)

Former

• Michael Hubbard - guitar, vocals (2002-2004)

Discography[link]

Albums[link]

• Get Back (15 January 2004)
• Stand Out/Fit In (5 May 2007)
• Keep Your Friends Close (25 September 2009)
• /ðəˈbæzɪtʃ/ (20 August 2010)

EP[link]

• For Girls Like You (11 July 2005)
• Lookin' Over My Shoulder (10 February 2007)
• Like A Brother (5 June 2009)
• Wait For You (21 May 2010)

Singles[link]

• Call It Rhythm & Blues (20 August 2004)
• Just Hold On
• With This Ship (22 February 2009)

Upcoming projects[link]

The band is taking a three year hiatus, with an announced return to the stage together in early 2014. Wally De Backer launched Making Mirrors under his Gotye act in August 2011, Tim Heath will be touring and recording with Blood Red Bird, and Kris Schroeder recorded a solo EP titled, Patience in the Face of Control, before leaving Australia to work with the Red Cross in Kenya for a two year sabbatical.

References[link]

External links[link]

• Official Website
• Myspace Website

Al Pacino
Al Pacino attending the Venice Film Festival in September 2004
Born	Alfredo James Pacino (1940-04-25) April 25, 1940 (age 72) New York City
Occupation	Actor, director, screenwriter, producer
Years active	1968–present
Children	2 daughters, 1 son

Alfredo James "Al" Pacino (/pəˈtʃiːnɵ/; born April 25, 1940) is an American film and stage actor and director. He is famous for playing mobsters, including Michael Corleone in The Godfather trilogy and Tony Montana in Scarface, though he has also appeared several times on the other side of the law — as a police officer, a detective and a lawyer. His role as Frank Slade in Scent of a Woman won him the Academy Award for Best Actor in 1993 after receiving seven previous Oscar nominations, one of them being in the same year.

He made his feature film debut in the 1969 film Me, Natalie in a minor supporting role, before playing the leading role in the 1971 drama The Panic in Needle Park. Pacino made his major breakthrough when he was given the role of Michael Corleone in The Godfather in 1972, which earned him an Academy Award nomination for Best Supporting Actor. Other Oscar nominations for Best Supporting Actor were for Dick Tracy and Glengarry Glen Ross. Oscar nominations for Best Actor include The Godfather Part II, Serpico, Dog Day Afternoon, ...And Justice for All and Scent of a Woman.

In addition to a career in film, he has also enjoyed a successful career on stage, winning Tony Awards for Does a Tiger Wear a Necktie? and The Basic Training of Pavlo Hummel. A longtime fan of Shakespeare, he made his directorial debut with Looking for Richard, a quasi-documentary on the play Richard III. Pacino has received numerous lifetime achievement awards, including one from the American Film Institute. He is a method actor, taught mainly by Lee Strasberg and Charles Laughton at the Actors Studio in New York.

Although he has never married, Pacino has had several relationships with actresses and has three children.

Early life and education[link]

Pacino was born in East Harlem, New York City to Italian American parents Rose and Salvatore Pacino, who divorced when he was two years old.^[1] When he was two, his mother moved to the South Bronx near the Bronx Zoo, to live with her parents, Kate and James Gerardi, who originated from Corleone, Sicily.^[2] His father moved to Covina, California, and worked as an insurance salesman and restaurateur.^[1] Pacino attended Fiorello H. LaGuardia High School in New York.^[2] During his teenage years 'Sonny', as he was known to his friends, aimed to become a baseball player, though he was also nicknamed 'The Actor'.^[3] Pacino flunked nearly all of his classes except English and dropped out of school at 17. His mother disagreed with his decision; they had an argument and he left home. He worked at a string of low-paying jobs, including messenger boy, busboy, janitor, and postal clerk, in order to finance his acting studies.^[1]

He started smoking at age nine, drinking and casual marijuana use at age thirteen, but never took hard drugs.^[4] His two closest friends died young of drug abuse at the ages of 19 and 30.^[5] Growing up in the Bronx, he got into occasional fights and was something of a troublemaker at school.^[6]

He acted in basement plays in New York's theatrical underground but was rejected for the Actors Studio while still a teenager.^[3] Pacino then joined the Herbert Berghof Studio (HB Studio), where he met acting teacher Charlie Laughton, who became his mentor and best friend.^[3] During this period, he was frequently unemployed and homeless, and sometimes had to sleep on the street, in theaters, or at friends' houses.^[2][7] In 1962, his mother died at the age of 43.^[8] The following year, his grandfather, James Gerardi, one of the most influential people in his life, also died.^[1]

Actors Studio training[link]

After having spent four years at HB Studio, Pacino successfully auditioned for the Actors Studio.^[3] The Actors Studio is a membership organization for professional actors, theatre directors and playwrights in the Hell's Kitchen neighborhood of Manhattan in New York City.^[9] Pacino studied "method acting"^[1] under acting coach Lee Strasberg, who later appeared with Pacino in the films The Godfather Part II and in ...And Justice for All.^[2] During later interviews he spoke about Strasberg and the Studio's effect on his career. "The Actors Studio meant so much to me in my life. Lee Strasberg hasn’t been given the credit he deserves ... Next to Charlie, it sort of launched me. It really did. That was a remarkable turning point in my life. It was directly responsible for getting me to quit all those jobs and just stay acting."^[10] During another interview he added, "It was exciting to work for him [Lee Strasberg] because he was so interesting when he talked about a scene or talked about people. One would just want to hear him talk, because things he would say, you’d never heard before ... He had such a great understanding... he loved actors so much."^[11]

Pacino is currently co-president, along with Ellen Burstyn and Harvey Keitel, of the Actors Studio.^[9]

Stage career[link]

In 1967, Pacino spent a season at the Charles Playhouse in Boston, performing in Clifford Odets' Awake and Sing! (his first major paycheck: $125 a week); and in Jean-Claude Van Itallie's America, Hurrah, where he met actress Jill Clayburgh while working on this play. They went on to have a five-year romance and moved together back to New York City.^[12]

In 1968, Pacino starred in Israel Horovitz's The Indian Wants the Bronx at the Astor Place Theater, playing Murph, a street punk. The play opened January 17, 1968, and ran for 177 performances; it was staged in a double bill with Horovitz's It's Called the Sugar Plum, starring Clayburgh. Pacino won an Obie Award for Best Actor for his role, with John Cazale winning for Best Supporting actor and Horowitz for Best New Play.^[13] Martin Bregman saw the play and offered to be Pacino's manager, a partnership that became fruitful in the years to come, as Bregman encouraged Pacino to do The Godfather, Serpico and Dog Day Afternoon.^[14] Pacino and this production of The Indian Wants the Bronx traveled to Italy for a performance at the Festival dei Due Mondi in Spoleto. It was Pacino's first journey to Italy; he later recalled that "performing for an Italian audience was a marvelous experience".^[12] Pacino and Clayburgh were cast in "Deadly Circle of Violence", an episode of the ABC television series N.Y.P.D., premiering November 12, 1968. Clayburgh at the time was also appearing on the soap opera Search for Tomorrow, playing the role of Grace Bolton. Her father would send the couple money each month to help.^[15]

On February 25, 1969, Pacino made his Broadway debut in Don Petersen's Does a Tiger Wear a Necktie? at the Belasco Theater. It closed after 39 performances on March 29, 1969, but Pacino received rave reviews and won the Tony Award on April 20, 1969.^[12] Pacino continued performing onstage in the 1970s, winning a second Tony Award for The Basic Training of Pavlo Hummel and performing the title role in Richard III.^[1] In 1980s Pacino again achieved critical success on the stage while appearing in David Mamet's American Buffalo, for which Pacino was nominated for a Drama Desk Award.^[1] Since 1990 Pacino's stage work has included revivals of Eugene O'Neill's Hughie, Oscar Wilde's Salome and in 2005 Lyle Kessler's Orphans.^[16]

Pacino made his return to the stage in summer 2010, as Shylock in a Shakespeare in the Park production of The Merchant of Venice.^[17] The acclaimed production transferred to Broadway at the Broadhurst Theatre in October, earning US$1 million at the box office in its first week.^[18][19] The performance also garnered him a Tony Award nomination for Best Leading Actor in a Play.^[20]

Film career[link]

Early film career[link]

Pacino found acting to be enjoyable and realized he had a gift for it while studying at The Actors Studio. However, his early work was not financially rewarding.^[2] After his success on stage, Pacino made his movie debut in 1969 with a brief screen appearance in Me, Natalie, an independent film starring Patty Duke.^[21] In 1970, Pacino signed with the talent agency Creative Management Associates (CMA).^[12]

1970s[link]

It was the 1971 film The Panic in Needle Park, in which he played a heroin addict, that brought Pacino to the attention of director Francis Ford Coppola, who cast him as Michael Corleone in the blockbuster Mafia film The Godfather (1972). Although several established actors – including Robert Redford, Warren Beatty, and then little-known Robert De Niro – also tried out for the part, Coppola selected the relatively unknown Pacino, much to the dismay of studio executives.^[2] Pacino was even teased on the set because of his short stature. Pacino's performance earned him an Academy Award nomination, and offered a prime example of his early acting style, described by Halliwell's Film Guide as "intense" and "tightly clenched". Pacino boycotted the Academy Award ceremony, as he was insulted at being nominated for the Supporting Acting award, noting that he had more screen time than costar and Best Actor winner Marlon Brando – who was himself boycotting the awards.^[22]

In 1973, he co-starred in Scarecrow, with Gene Hackman, and won the Palme d'Or at the Cannes Film Festival. That same year Pacino was nominated for an Academy Award for Best Actor after starring in Serpico, based on the true story of New York City policeman Frank Serpico, who went undercover to expose the corruption of fellow officers.^[22] In 1974, Pacino reprised his role as Michael Corleone in the sequel The Godfather Part II, which became the first sequel to win the Best Picture Oscar; Pacino, meanwhile, was nominated for his third Oscar.^[22] Newsweek has described his performance in the film as "arguably cinema's greatest portrayal of the hardening of a heart".^[23] In 1975, he enjoyed further success with the release of Dog Day Afternoon, based on the true story of bank robber John Wojtowicz.^[2] It was directed by Sidney Lumet, who also directed him in Serpico a few years earlier, and Pacino was again nominated for Best Actor.^[24]

In 1977, Pacino starred as a race-car driver in Bobby Deerfield, directed by Sydney Pollack, and received a Golden Globe nomination for Best Motion Picture Actor – Drama for his portrayal of the title role, losing out to Richard Burton, who won for Equus. His next film was the courtroom drama ...And Justice for All, which again saw Pacino lauded by critics for his wide range of acting abilities, and nominated for the Best Actor Oscar for a fourth time.^[24] However he lost out that year to Dustin Hoffman in Kramer vs. Kramer — a role that Pacino had declined.^[24]

During the 1970s, Pacino had four Oscar nominations for Best Actor, for his performances in Serpico, The Godfather Part II, Dog Day Afternoon, and ...And Justice for All.^[2]

1980s[link]

Pacino's career slumped in the early 1980s; his appearances in the controversial Cruising, a film which provoked protests from New York's gay community,^[25] and the comedy-drama Author! Author! were critically panned.^[1] However, 1983's Scarface, directed by Brian De Palma, proved to be a career highlight and a defining role.^[2] Upon its initial release, the film was critically panned,^[26] but did fairly well at the box office, grossing over US$45 million domestically.^[27] Pacino earned a Golden Globe nomination for his role as Cuban drug lord Tony Montana.^[28]

In 1985, Pacino worked on his personal project, The Local Stigmatic, a 1969 Off Broadway play by the English writer Heathcote Williams. He starred in the play, remounting it with director David Wheeler and the Theater Company of Boston in a 50-minute film version. The film was never released theatrically but was later released as part of the Pacino: An Actor's Vision box set in 2007.^[2]

His 1985 film Revolution about a fur trapper during the American Revolutionary War, was a commercial and critical failure, which Pacino blamed on a rushed production,^[29] resulting in a four-year hiatus from films. During this time Pacino returned to the stage. He mounted workshop productions of Crystal Clear, National Anthems and other plays; he appeared in Julius Caesar in 1988 in producer Joseph Papp's New York Shakespeare Festival. Pacino remarked on his hiatus from film: "I remember back when everything was happening, '74, '75, doing The Resistible Rise of Arturo Ui on stage and reading that the reason I'd gone back to the stage was that my movie career was waning! That's been the kind of ethos, the way in which theater's perceived, unfortunately."^[30] Pacino returned to film in 1989's Sea of Love,^[2] in which he portrayed a detective hunting a serial killer who finds victims through the singles column in a newspaper. The film earned solid reviews.^[31]

1990s[link]

Al Pacino at the 1996 Cannes Film Festival.

Pacino received an Academy Award nomination for playing Big Boy Caprice in the box office hit Dick Tracy in 1990, in which critic Roger Ebert wrote that Pacino is "the scene-stealer".^[32] Later in the year he followed this up by a return to one of his most famous characters, Michael Corleone, in The Godfather Part III (1990).^[2] The film received mixed reviews, and had problems during pre-production due to script rewrites and the withdrawal of actors shortly before production. In 1991, Pacino starred in Frankie and Johnny with Michelle Pfeiffer, who co-starred with Pacino in Scarface. Pacino portrays a recently paroled cook who begins a relationship with a waitress (Pfeiffer) in the diner he works in. It was adapted by Terrence McNally from his own Off-Broadway play Frankie and Johnny in the Clair de Lune (1987), which featured Kenneth Welsh and Kathy Bates. The film received mixed reviews, although Pacino later said he enjoyed playing the part.^[33] Janet Maslin in The New York Times wrote, "Mr. Pacino has not been this uncomplicatedly appealing since his "Dog Day Afternoon" days, and he makes Johnny's endless enterprise in wooing Frankie a delight. His scenes alone with Ms. Pfeiffer have a precision and honesty that keep the film's maudlin aspects at bay."^[34]

In 1992, Pacino won the Academy Award for Best Actor, for his portrayal of the blind U.S. Army Lieutenant Colonel Frank Slade in Martin Brest's Scent of a Woman.^[2] That year, he was also nominated for Best Supporting Actor for Glengarry Glen Ross, making Pacino the first male actor ever to receive two acting nominations for two different movies in the same year, and to win for the lead role.^[2]

Pacino starred alongside Sean Penn in the crime drama Carlito's Way in 1993, in which he portrayed a gangster who is released from prison with the help of his lawyer (Penn) and vows to go straight. Pacino starred in Michael Mann's Heat (1995), in which he and Robert De Niro appeared on-screen together for the first time (though both Pacino and De Niro starred in The Godfather Part II, they did not share any scenes).^[2]

In 1996, Pacino starred in his theatrical docudrama Looking for Richard, which is both a performance of selected scenes of William Shakespeare's Richard III and a broader examination of Shakespeare's continuing role and relevance in popular culture. The cast brought together for the performance included Alec Baldwin, Kevin Spacey and Winona Ryder. Pacino played Satan in the supernatural thriller The Devil's Advocate (1997) which co-starred Keanu Reaves. The film was a success at the box office, taking US$150 million worldwide.^[35] Roger Ebert wrote in the Chicago Sun-Times, ‘The satanic character is played by Pacino with relish bordering on glee.’^[36] In Donnie Brasco Pacino played mafia gangster "Lefty", in the true story of undercover FBI agent Donnie Brasco (Johnny Depp) and his work in bringing down the mafia from the inside. Pacino also starred as real life 60 Minutes producer Lowell Bergman in the multi-Oscar nominated The Insider opposite Russell Crowe, before starring in Oliver Stone's Any Given Sunday in 1999.

2000s[link]

Al Pacino at the Rome Film Festival in 2008.

Pacino has not received another nomination from the Academy since Scent of a Woman, but won two Golden Globes since the year 2000, the first being the Cecil B. DeMille Award in 2001 for lifetime achievement in motion pictures.^[37]

In 2000, Pacino released a low budget film adaptation of Ira Lewis' play Chinese Coffee to film festivals.^[38] Shot almost exclusively as a one-on-one conversation between the two main characters, the project took almost three years to complete and it was funded entirely by Pacino.^[38] Chinese Coffee was included along with Pacino's two other rare films he has been involved in producing, The Local Stigmatic and Looking for Richard, on a special DVD boxset titled Pacino: An Actor's Vision which was released in 2007. Pacino produced prologues and epilogues for the discs containing the films.^[39]

Pacino turned down an offer to reprise his role as Michael Corleone in the computer game version of The Godfather. As a result, Electronic Arts was not permitted to use Pacino's likeness or voice in the game, although his character does appear in it. He did allow his likeness to appear in the video game adaptation of the remake of 1983's Scarface, titled Scarface: The World is Yours.^[40]

Director Christopher Nolan worked with Pacino for Insomnia, a remake of the Norwegian film of the same name, co-starring Robin Williams. Newsweek stated that "he [Pacino] can play small as rivetingly as he can play big, that he can implode as well as explode".^[41] The film and Pacino's performance were well-received, gaining a favorable rating of 92 percent on the review aggregation website Rotten Tomatoes.^[42] The film did moderately well at the box office, taking in $113 million dollars worldwide.^[43] His next film, S1m0ne, was one that Pacino liked, but which did not gain much critical praise or box office success.^[44]

He played the part of a publicist in People I Know, a small film that received little attention despite Pacino's well-received performance.^[45] Rarely taking a supporting role since his commercial breakthrough, he accepted a small part in the box office flop Gigli in 2003 as a favor to director Martin Brest.^[45] The Recruit, released in 2003, featured Pacino as a CIA recruiter and co-stars Colin Farrell. The film received mostly negative reviews,^[46] and was described by Pacino as something he "personally couldn't follow".^[45] Pacino next starred as lawyer Roy Cohn in the 2003 HBO miniseries Angels in America, an adaptation of Tony Kushner's Pulitzer Prize winning play of the same name.^[2] For this performance, Pacino won his third Golden Globe, for Best Performance by an Actor, in 2004.^[47]

Pacino starred as Shylock in Michael Radford's 2004 film adaptation of The Merchant of Venice, choosing to bring compassion and depth to a character traditionally played as a villainous caricature.^[48] In Two for the Money, Pacino portrays a sports gambling agent and mentor for Matthew McConaughey, alongside Rene Russo. The film was released on October 8, 2005 and received mixed reviews.^[49] Desson Thomson wrote in The Washington Post, "Al Pacino has played the mentor so many times, he ought to get a kingmaker's award (...) the fight between good and evil feels fixed in favor of Hollywood redemption."^[50]

On October 20, 2006, the American Film Institute named Pacino the recipient of the 35th AFI Life Achievement Award.^[51] On November 22, 2006, the University Philosophical Society of Trinity College, Dublin awarded Pacino the Honorary Patronage of the Society.^[52]

Pacino starred in Steven Soderbergh’s Ocean's Thirteen alongside George Clooney, Brad Pitt, Matt Damon, Elliott Gould and Andy García as the villain Willy Bank, a casino tycoon targeted by Danny Ocean and his crew. The film received generally favorable reviews.^[53]

88 Minutes was released on April 18, 2008 in the United States, having already been released in various other countries in 2007. The film co-starred Alicia Witt and was critically panned,^[54] although critics found the fault to be in the plot instead of Pacino's acting.^[55] In Righteous Kill, Pacino and Robert De Niro co-star as New York detectives searching for a serial killer; rapper 50 Cent also stars in it. The film was released to theaters on September 12, 2008. Although it was an anticipated return for the two stars, it was not well received by critics.^[56] Lou Lumenick of The New York Post gave Righteous Kill one star out of four, saying: "Al Pacino and Robert De Niro collect bloated paychecks with intent to bore in Righteous Kill, a slow-moving, ridiculous police thriller that would have been shipped straight to the remainder bin at Blockbuster if it starred anyone else."^[57]