Contract Law in Focus

Halftitle page
Editorial Advisors
Title page
Copyright page
About Wolters Kluwer Legal & Regulatory US
Dedication
Summary of Contents
Table of Contents
The Focus Casebook Series
Preface
Acknowledgments
Introduction to the Study of Contracts
A. The Structure of Contract Law
1. Common Law
2. State Law
3. Different Types of Contracts
4. Reasons, Not Just Rules
B. The Sources of Contract Law
1. The Uniform Commercial Code (UCC) and Sales of Goods
2. The Convention on International Sales of Goods
3. The Restatement (Second) of Contracts
4. The Restatement (Third) of Restitution and Unjust Enrichment
5. Private Rules
6. Cases
C. Conclusion
Chapter 1. Introduction to Contract Doctrine
A. Exchanges, Contracts, and Societal Wealth
1. The Value of Exchanges
2. The Value of Commitment
3. Commitment Despite Errors
B. The General Framework of Contract Law
1. Enforceability
2. Performance Due
3. Unexcused Nonperformance
4. Remedies
5. Unjust Enrichment (or Quasi-Contract)
6. Seeing the Outline
C. Introduction to the Themes of Contract Law
1. Subjective versus Objective Tests
2. Individual Freedom versus Societal Control
Chapter Summary
PART I. FORMATION
Chapter 2. Offer and Definiteness
A. Offer and Acceptance
B. The Objective Approach and Its Implications
1. Jest
2. Misunderstood Assent
3. Perfectly Understood Assent
4. Form Contracts
C. Offers
1. The Master of the Offer
2. Advertisements
3. Written Memorial Contemplated and Preliminary Agreements
4. Definiteness
5. UCC: Auctions
D. Revocation
1. Receipt
2. Option Contracts
3. UCC: Firm Offers
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 3. Acceptance
A. Acceptance
1. Acceptance or Counteroffer?
2. Timing of Assent
B. Acceptance by Performance
1. Offers Inviting Promise or Performance
2. Offers Requiring Acceptance by Performance: Unilateral Contracts
C. Acceptance by Silence
D. UCC §2-207 and the Battle of the Forms
1. Assent under §2-207
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 4. Consideration
A. Introduction to Consideration
B. The Basic Rule of Consideration
1. Classical View—“Benefit-Detriment” Analysis
2. Modern View—Bargain Theory
C. Exchanges that Do Not Establish Consideration
1. Reward Situations
2. Gratuitous Promises: Executory Gifts
3. Conditional Gifts: Questioning Exchange
4. Charitable Pledges as Conditional Gifts
5. Adequacy of Consideration
6. Sham Consideration—Not Consideration
7. Illusory Promises—Not Consideration
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 5. Exceptions to Consideration
A. Past Consideration and Moral Obligation
B. Renewing Past Promises—Supported by Consideration
C. Promissory Restitution—Subsequent Promise and Moral Duty
D. Preexisting Duty—Invalid Contract Modifications
E. Valid Contract Modifications—Finding New Consideration
1. Modifications Altering Both Parties' Performance
2. Modifications Settling Disputes
3. Modifications After Rescission or Waiver
4. Modifications Made in Good Faith
F. Reliance—Promissory Estoppel
1. Establishing the Exception for Reliance
2. Reliance in Family Situations
3. Reliance in Charitable Situations
4. Reliance in Commercial Situations
5. Remedies Following Reliance
Chapter Summary
Applying the Rules
Contract Law in Practice
PART II. DEFENSES
Chapter 6. Contract Defenses—Vulnerable Parties
A. The Basics of Contract Defenses
B. Incapacity
1. Guardianship—Void
2. Mental Illness or Defect—Voidable
3. Intoxication—Voidable
4. Infancy Doctrine—Voidable
5. Restitution for Incapacity
C. Duress
1. Physical Compulsion—Void
2. Economic Duress—Voidable
D. Undue Influence—Voidable
1. Unfair Persuasion
2. Vulnerability
3. Inducement
4. Third-Party Undue Influence
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 7. Poor Information: Misrepresentation and Mistake
A. Misrepresentation
1. Structure of Misrepresentation
2. Initial Step: Identify the Error
3. Identifying an Assertion
4. Inducement
5. Fraudulent or Material
6. Justifiable Reliance
7. Third-Party Misrepresentations
8. Misrepresentation Affecting Validity — Fraud in the Execution
B. Mistake
1. Mutual Mistake
2. Unilateral Mistake
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 8. Contract Defenses — Policy Constraints
A. Introduction to Defenses Based on Policy
B. Unconscionability — Voidable
1. Procedural Unconscionability
2. Substantive Unconscionability
C. Public Policy—Void
1. The Restatement's Balancing Approach
2. Policies in Restraint of Trade
3. Policies Involving Licensing Laws
4. Policies Involving Family Situations
5. Restitution Under Public Policy
D. Statutes of Frauds
1. What Types of Agreements
2. Sufficiency of Signed Writing
3. General Exceptions Under Statute of Frauds
4. Special UCC Exceptions Under the Statute of Frauds
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 9. Interpretation
A. Interpretation in Context
1. The Goals of Interpretation
2. Misunderstanding and Interpretation
3. Sources of Meaning (Dictionaries and Beyond)
4. Guidelines for Interpretation
B. Parol Evidence
1. Integration
2. Prior and Contemporaneous Communications
3. Permissible Purposes
C. Mistake of Integration and Reformation
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 10. Implied Terms
A. Overview of Implied Terms
B. Implying Good Faith
1. Satisfaction Clauses
2. Interference with Performance
3. Modern Use of Best Efforts Clauses
C. Common UCC Default Terms
1. Open Price Term — UCC §2-305
2. Place for Delivery — UCC §2-308(a)
3. Time for Performance — UCC §2-309
4. Time for Payment — UCC §2-310(a)
D. Express and Implied Warranties
1. Express Warranties — UCC §2-313
2. Implied Warranties—UCC §§2-312, 2-314, 2-315
3. Disclaiming Warranties — UCC §2-316
E. Requirements and Output Contracts
1. Illusoriness and Definiteness
2. Limiting the Quantity
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 11. Conditions and Material Breach
A. Conditions on Performance
1. Identifying Conditions
2. Effect of Conditions
3. Interpretation: Condition or Promise
4. Waiver and Estoppel
5. Judicial Forgiveness
6. Subsequent Events Altering Duties
B. Order of Performance
C. Material Breach and Substantial Performance
1. Identifying Material Breach
2. Suspension and Discharge of Performance
D. Effect of Discharge
1. Claims by the Breaching Party
2. Damage Claims by the Discharged Party
3. Restitution Claims by the Discharged Party
4. Divisibility
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 12. UCC Perfect Tender, Repudiation, and Insecurity Issues
A. UCC §2-601: Perfect Tender
B. Identifying Anticipatory Repudiation
1. Identifying Anticipatory Repudiation
2. Effect of Anticipatory Repudiation
3. Retraction
4. Adequate Assurances of Due Performance
5. Remedies after Repudiation
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 13. Excusing Performance
A. Impossibility
1. Death or Incapacity
2. Destruction of a Necessary Thing
3. Preclusion by Government Regulations
B. Impracticability
1. Establishing the Excuse of Impracticability
2. Determining Nature of Events
3. Party Fault and Risk Allocation
C. Frustration of Purpose
1. Establishing Frustration of Purpose
2. Substantially Frustrates Principal Purpose
D. Untangling Claims of Excuse
1. Procedure for Claiming Excuse
2. Partial Excuse
3. Temporary Excuse
4. Restitution Following Excuse
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 14. Third-Party Rights and Duties
A. Introduction to Third-Party Rights
B. Third-Party Beneficiaries
1. Development of Third-Party Beneficiary Doctrine
2. Identifying Intended Beneficiaries
3. Beneficiaries and Contract Defenses
4. Modifications by the Promisee
C. Assignment of Rights
1. Assignment Defined
2. Ineffective Assignment
D. Delegation of Duties
1. Limitations on Delegation
2. Release or Novation
Chapter Summary
Applying the Rules
Contract Law in Practice
PART III. REMEDIES
Chapter 15. Damages
A. Introduction: Basic Damage Principles
1. Monetary Equivalent of Performance
2. Damages Are Compensatory
3. Damage Calculations Compare Two Positions
4. Damages Can Be Reduced
5. Damages May Affect a Project
B. Damages Generally
1. Direct Loss
2. Incidental Loss
3. Consequential Loss
C. Limitations on Damages
1. Avoidable and Avoided Consequences
2. Foreseeability
3. Certainty
4. Emotional Distress
D. Reliance Damages
1. Measuring Reliance
2. Reliance Recovery Without Breach
E. Agreed Remedies
1. UCC: Substitute Recovery
2. UCC: Limitations on Recovery
3. Augmenting Recovery
4. Liquidated Damage Clauses
5. Other Agreed Remedies
F. Arbitration
Chapter Summary
Applying the Rules
Contract Law in Practice
Chapter 16. Equitable Remedies
A. Background: Law and Equity
1. History
2. Types of Specific Relief
B. The Irreparable Injury Rule
1. Irreparable Injury in Context
2. Uncertainty, Insolvency, and Irreparable Injury
3. Services
C. Personal Service Contracts
1. Specific Performance
2. Scope of Negative Injunctions
D. Other Limitations
1. Impossible to Comply
2. Undue Hardship
3. Equitable Defenses
E. Restitution and Unjust Enrichment
1. Liability for Unjust enrichment
2. Measuring Restitution
3. Choosing Among Measures of Restitution
4. The Restatement (Third) and Disgorgement for Opportunistic Breach
Chapter Summary
Applying the Rules
Contract Law in Practice
Glossary
Table of Cases
Table of Restatements, Uniform Commercial Code (UCC), and UN Convention on Contracts for the International Sale of Goods (CISG)
Index