In an effort to streamline commercial transactions and discourage unethical practices, Wisconsin is making significant Changes to Wisconsin Contract Law 2024. These modifications will inevitably impact a range of business operations, particularly in the real estate and construction sectors.
Upcoming Changes to Wisconsin Contract Law in 2024
The 2024 revisions to Wisconsin law mainly focus on facilitating contract formation, streamlining services, and imbuing predictability into Wisconsin’s business transactions. The changes will affect various legal forms, including those related to real estate and construction contracts, as well as oral agreements. A two-year limitation on liability for legal action related to brokerage services provided has been implemented by the legislature to assist firms in navigating these changes.
For those desiring more granular information about the upcoming changes, the Wisconsin Realtors Association has made available relevant resources on their website. Businesses should stay informed and adapt as these changes take place.
Affected Forms
It is apparent that a variety of legal forms will be affected by the 2024 changes, including:
- Listing contracts, with specific modifications to implied fact contracts currently under discussion
- Buyer agency agreements
- Tenant representation agreements
Although the precise nature of these modifications remains undisclosed.
These changes, for the most part, are designed to promote fairness and transparency in contract formation. It is anticipated that these changes will lead to more efficient and equitable business transactions in Wisconsin.
Optional and Mandatory Use Dates
In the world of contract law, timing is everything. Therefore, understanding the distinction between optional and mandatory use dates is critical. The optional use date, December 1, 2023, signals the earliest point at which the parties may opt to utilize the updated forms.
On the other hand, the mandatory use date, set for January 1, 2024, marks the deadline for businesses to adopt the updated forms. Failing to do so could lead to non-compliance with regulations set by the Real Estate Examining Board (REEB) and potential issues related to fair payment.
Enhancing Transparency for Consumers
A significant aspect of the 2024 changes is the enhanced focus on consumer transparency. The revised laws mandate that businesses must disclose the details of commissions and compensation in clear and comprehensible language. This move is designed to improve the consumer’s understanding of the contracts they enter into and, consequently, foster trust between businesses and their clients.
Embracing consumer-friendly language in contracts allows businesses to ensure that consumers fully understand what they are consenting to, thus minimizing the risk of future misunderstandings and disputes.
Wire Fraud Warning
In a digital age where transactions are becoming increasingly common, the threat of wire fraud is impossible to ignore. To address this, a Wire Fraud Warning will be added to WB forms as a reminder to consumers to personally confirm wire instructions. This is a proactive measure designed to safeguard the customer’s property against fraudulent activities.
Wire fraud can take many forms, including:
- Phone calls
- Faxes
- Emails
- Texts
- Social media messaging
Being vigilant and taking the time to verify wire instructions can make all the difference between a secure transaction and a costly mistake.
Encouraging Alternative Dispute Resolution
The 2024 changes also highlight the significance of alternative dispute resolution methods. The updated WB forms will promote ombudsman services, mediation, and arbitration as viable alternatives to judicial resolution. This shift is expected to save time, money, and resources for all parties involved in a dispute.
Specifically, mediation and arbitration bring numerous benefits to the table. They provide:
- Faster resolution
- Reduced complexity
- Cost-efficiency
- Simplified process
Essentially, these methods pave the way for more amicable resolutions, thereby fostering a healthier business environment, generally speaking.
Two-Year Limitation on Liability
In an effort to protect real estate licensees from indefinite liability, a two-year limitation on liability will be introduced in 2024. This change confines the time period for initiating legal actions or claims against firms and their agents to two years after the transaction’s closing date.
A reminder of this limitation will be included in the WB forms. This change has significant implications for real estate litigation in Wisconsin, providing clarity and finality to real estate transactions and encouraging the timely resolution of disputes.
Wisconsin Contract Law
Wisconsin contract law is significantly very different from contract law in most other states. Still, Wisconsin does recognize that oral contracts between parties can be valid and enforceable by a court of law. Whether a Wisconsin contract is written or oral, certain elements must be satisfied to form a contract in Wisconsin. The essential elements to be included in a Wisconsin contract formation offer acceptance and consideration. Offer and acceptance speak for themselves, but there does tend to be a little confusion regarding what consideration is.
Consideration In Contract Law
Many contracts can fail for lack of consideration. Still, not many people outside the legal industry understand what consideration is, even though they deal with consideration daily. Consideration in contract law is a “bargained-for exchange,” it is that simple. For example, you have a contract with your internet services provider to be online and reading this article. You pay the service provider a monthly fee in exchange for access to the internet. That’s the consideration. No contract can be formed without consideration. The combination of offer, acceptance, and consideration shows the court a “meeting of the minds” between the two or more parties to a contract.
What is a Breach of Contract?
Wisconsin breach of contract laws are the same as a breach of contract in any other state. Generally speaking, if one party fails to do what they agreed to in the contract, there has been a breach. There are four main types of breach of contract:
Minor breach: a minor breach of contract is sometimes referred to as a partial breach of contract. In this breach, a party gets most of what they expected based on the contract terms, but something was left undone or not delivered as expected.
Material breach: One or more parties receive less than expected based on the contract terms. It can also mean that one party does not get what they expected from the contract. For example, the party expected ten pounds of oranges and received ten pounds of apples instead.
Actual breach: this type of breach is a breach that has already occurred. The terms of the contract have not been performed as agreed. The other side has either done nothing or has only partially performed their side of the contract.
Anticipatory breach: in this case, an actual breach need not have occurred. An anticipatory breach happened when one party informed the other that they would not be performing their part of the contract.
Sue for Breach of Contract
Depending on the amount of money involved, you can sue for breach of contract in either a small claims court or civil court. In Wisconsin, any amount under $10,000 will be heard in small claims court; any amount over that will go on to the regular civil court. The rules remain the same for both courts, and it’s a matter of judicial economy. The large claims cases tend to take longer than the small claims cases because they tend to be more complex issues which take more time to litigate. You do not have to have one claim for $10,000 or more to hear your case in the civil court. You can have combined claims that exceed $10,000 to bring the case. It is always good to consult with an experienced Wisconsin contract law attorney before bringing a suit to discuss your legal rights and options.
Possible Remedies For Breach Of Contract In Wisconsin
Compensatory damages: compensatory damages are awarded to the injured party to make up for the economic loss they incurred as a result of the breach. The damages are awarded to financially make the injured party “whole” again.
Specific Performance: specific Performance is a particular remedy used when the award of compensatory damages will not make the inured party whole again. The court will order the breaching party to perform the contractual duty specifically.
Injunction: the remedy of injunction is the opposite of the specific Performance as a remedy for breach of contract. While specific Performance means the breaching party must do something, an injunction means that the breaching party must not do something.
Rescission: This remedy allows both parties or one party to cancel the contract and render it null and void.
Liquidated Damages: this remedy is specified within the actual contract. The contract will tell you what your remedy is in the event of a breach. The court will take the liquidated damages clause into account when deciding the issue of overall damages.
Nominal damages: this remedy is not typically one that a non-breaching party request. Nominal damages are awarded by the court when there has been a technical breach. Still, the breach’s damage does not rise to the level of the court awarding compensatory damages or some other equitable remedy like an injunction or specific Performance.
Unenforceable Contract
Suppose the court decides that a contract is unenforceable. In that case, it will not compel a party to fulfil the contract terms or compensate the other party. There is a long list of reasons why a contract in Wisconsin might not be enforceable. If the contract was not properly formed and is unenforceable if:
- The contract was unconscionable, which means that the terms of the contract abuse or somehow oppress one of the parties, usually in the context of an experienced party taking advantage of an inexperienced party.
- The terms of the contract are illegal. For example, marijuana is illegal in Wisconsin, so the courts in Wisconsin would not enforce any contract formed in furtherance of distributing or selling marijuana.
- The contract was formed fraudulently, which means one party lied or deceived to entice the other party to enter into the contract.
- An “agreement to agree” parties in Wisconsin cannot agree to enter into a contract that does not contain specific terms. In other words, you cannot “agree to agree” and then set terms at a later date.
Oral Contracts
A word to the wise, a written contract is always preferable to an oral agreement. Oral contracts are enforceable in Wisconsin if they include explicit and definite terms, all the elements of contract formation, and can be performed within one year. If the contract is for longer than one year, it must be in writing. While oral agreements are enforceable, it is generally significantly more challenging to argue for their enforcement in a court. There must be more than simply your testimony in court to show that an oral agreement existed. Then you have to prove that the terms of the agreement were mutually agreed upon. It’s not impossible, but it can certainly be a difficult job to enforce your oral agreement and have it fully enforced in the way you know it should be.
Ideally, you will not encounter many of the problems and issues outlined in the article above. It is always a wise decision to consult with an experienced attorney before entering into any contract. A court battle over a contract can be financially damaging and potentially have consequences that will stay with you for years. If you do run into a problem enforcing a contract in Wisconsin or are accused of breaching a contract in Wisconsin, feel free to reach out to O’Flaherty Law to schedule a consultation with one of our Wisconsin contract attorneys. We would be happy to help you.
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