Chapter 1:Introduction
I. Introduction
A. Contract as Legally Binding Agreement:
B. Sources of Contract Law:
i. Law and Equity in Contract
II. Introducing Some Basic Issues:
A. Contract, Law and Morality
B. The Ex Ante and Ex Post Perspectives
C. UCC and the Sale of Goods(Article 2 Remedies)
D. Default Rules, Altering Rules and Mandatory Rules
E. Enforcement of Money Judgements and Secured Transactions
III. Studies in Contract Law
A. Why Contract Law
B. Perspectives on Contract Law
Chapter 2: The Bases of Contract Liability
I. Consideration Requirement
A. When is an Act or Promise Bargained for and Given in Exchange?
i. Consideration-a ground to make that promise enforceable
ii. Bargained for exchange of legal value
a. Bargain you need to have an exchange
b. A promise in exchange for promise-bilateral contract- bargained for exchange
you have offer, acceptance and consideration and doesn’t matter that the
promise has begun yet
c. Promise in exchange for act or forbearance that satisfy a bargain for exchange
d. Like a reward for lost dog-unilateral a promise seeking an act
e. Hammer v. Sidway-Uncle promise nephew from dinking smoking and gambling
for a forbearance promise for forbearance of nephew he forbade something he
was legally entitled to do and that satisfy consideration
iii. What’s not bargained for exchange and thus no consideration?
a. Gift promise-gratuitous promise not consideration not enforceable, Dad giving a
house to daughter for $1 that is mere a gift
b. Conditional promise-example: if you go around the corner and get me my coat
I’ll give it to you that is not an enforceable promise, it’s not enforceable because
there is no exchange if you seek some kind of exchange then there is an
enforceable promise but a conditional promise that is a gift is not enforceable
c. Mere conditional attached to a gift lacks consideration and is not enforceable
d. Past consideration-act in the past that is now recognized with a gift promise;
employment context an employee for past performance get 1,000 month
pension there is no consideration because there is no bargain for exchange
which there is legal value because she already got paid for her work thru her
salary
e. Illusory promise-an empty promise manifesting no commitment (buy a house if I
feel like it)-not enforceable need mutuality of consideration
f. Satisfaction clause does not get the defense of illusory promise because the law
recognizes good faith you can’t just say paint me a picture to my satisfaction and
then not pay because it doesn’t meet our satisfaction, but you have to do so in
good faith there is a valid contract
II.
g. USS article 2 output and input those contract do contain consideration they do
fulfil all requirements your party Is required to do
h. Exclusive agency contract-one party agrees to represent a band this is not an
illusory contract must exercise best efforts to do what exclusive agent would do
whatever reasonable agent( wood v. Lady Duff Gordan)
i. Modification-common law and article 2 differ
j. Common law says there must be new consideration in order to be a valid
modification
k. Article 2- all modification require goof faith if
l. Preexisting duty rule -doing what you are already legally obligated to do is not
consideration to pay you for something you already agreed to do otherwise
violation of contract example Alaskan fisherman)
m. Exception to pre existing
 See new or different consideration offer (agreeing to do more work etc.)
 Honest dispute over what dispute was (didn’t think you had to pave part
of the barn not just driveway that is enforceable )
 Unforeseen circumstance exception at the time of formation(need more
money because you find out more work than was foreseen at time of
formation)
iv. What is legal value?
a. ere possibility of value is enough if you agree to buy a patent and then it turns
out that its worthless that is
b. courts look to the nominal consideration
B. Intent to Contract and the Seal?
i. Nominal Consideration-will not support a contract sham transition joke transaction
c. A house in exchange for a dollar
d. Schell v. nell -not bargained for exchange
e. Mere possibility of value is enough
ii. The Seal
iii. The Model Written Obligation Act
C. Moral Obligation
i. Statue of Limitations, Obsolete Debt and Partial Payment Revival
ii. Consideration and Moral Obligation
iii. Restatement  86 and the Future of Moral Obligation
D. Mixed Motives and Adequacy of Consideration
i. Adequacy of Consideration
ii. Court don’t require the adequacy of consideration a mere peppercorn will suffice to
constitute consideration
iii. Batsachs v. Demaches
E. Preexisting Duty Rule
F. Discretion, Mutuality, and Implied Obligations
Substitute to consideration Alternative ground for consideration is Promissory Estoppel: Promise
plus Unbargained for Reliance
A. Elements
i. Promise must be made
ii. Promisor should reasonably expect that promissee will expect act or forbearance
iii. Detriment or forbearance occurred
iv.
Justice requires enforcement
B.
C.
D.
E.
F.
G.
H.
I.
J.
v.
Shorthorn -grandpa promise granddaughter not to work
vi.
Promissory Estoppel in Particular Contexts
Promissory Estoppel and the Choice of Remedies
Promises to pay illegal obligation already barred by law-new promise to pay half is
enforceable if in writing or part performance 9example filing chapter 11 and feeling bad for
credit card company and agrees to pay 100 its enforceable if in writing or part preformance
Materially benefit conferred plus subsequent promise to pay Restatement 86
Subsequent promise in recognition of benefit previously conferred is enforceable to the
extent that justice requires
Wevv v. McGowan-saves life(materially benefit conferred)of someone before dropping
cement on person by diverting the path
Restitution-get paid back for conferring benefit on you that’s another way for remedy in
absence of expressed consideration
Widow sister-in-law coming to stay on brother in law house case
Chapter 3: Agreement:
I. The Agreement Process: Manifestation of Mutual Assent
A. Ascertaining Assent: The “Objective” Test:
i. Objectivity through the Looking Glass
B. Implied-in-Fact Agreement
C. What is an Offer?
i. Auctions and Sealed Bidding
D. Models of Acceptance
i. Who Decides What Counts as Acceptance?
ii. Acceptance by Performance and Acceptance by Promise
iii. Acceptance by Conduct or Silence
a. The Role of Conduct as Evidence of Agreement in UCC Article 2
E. Termination of Offers
i. Acceptance by Performance Under the Second Restatement
F. Timing Issues
i. Other Timing Rules
II. Special Problems in the Agreement Process
A. Counteroffers, Form Battles and UCC  2-207
i. Problems in the Interpretation of UCC  2-207
ii. Revised  2-207 and What Might Have Been
B. Shrink wrap and Browsewrap
C. Indefinite Agreements and Gaps
i. Open Terms Other Than Price
ii. How Should the Law Set “Default” Rules?
D. Precontractual Liability
i. Preliminary Agreements
E. Accord and Satisfaction
III. Recovery Without Agreement: Unjust Enrichment (and Quasi-Contracts and Implied-in-Law
Contracts)
Chapter 4: Formation Defenses:
I.
II.
III.
IV.
V.
VI.
VII.
Formal Requirements: The Statue of Frauds
A. General Statue of Frauds
i. Introduction to Statue of Frauds
ii. Satisfying the Statue
B. The Writing Requirement in Contract for the Sale of Goods
i. Special Aspects of UCC  2-201
C. Effect of Non-Compliance
i. The Statue of Frauds and Estoppel
Capacity to Contract
A. Infancy
B. Mental Incompetence and Intoxication
Mistake:
A.
Misrepresentation and Nondisclosure
A. Misrepresentation, Rescission and Restitution
B. Unfair and Deceptive Acts and Practices Statues and RICO
Duress and Undue Influence
A.
Unconscionability
A. Consumer Transactions
i. Renting-to-Own as a Modern Method to “Profit on Poverty”
ii. Procedural Aspects of UCC  2-302
iii. Beyond Commercial Transactions-Separation Agreements
iv. Contracts of Adhesion
v. The Draft Restatement (Third) of Consumer Contracts
B. Merchant Transactions
Illegality and Public Policy
A. Aleatory, Gambling and Insurance Contracts
B. Public Policy and Capacity to Contract
C. Limitations on Liability for Misrepresentation
Chapter 5:Performance:
I. Determining Scope of Content of Obligation
A. Integrated Writings and the Parol Evidence Rule
i. Other Pieces of the Parol Evidence Rule
ii. Consumer Contracts and Integration
B. Interpretation and Construction
i. Basic Principles
ii. The Hierarchy of Contract Construction
iii. Second Restatement Rules for Interpretation and Construction
iv. Insurance Contracts
II. The Duty of Good Faith
A. Scope and Content of the Good Faith Duty
i. Contrasting Models of Good Faith Negotiation: The Unidroit Principles
B. Prevention, Hinderance and the Duty of Cooperation
C. Exercise of Reserved Discretion
i. Lender Liability and the Duty to Act in Good Faith
ii. Effect of “Best Efforts” Agreement on Contracts for Indefinite Quantity
III.
IV.
V.
VI.
D. Modification by Agreement
E. Termination of Contractual Relations Other than for Breach
i. Commercial Contracts
ii. Employment Contracts
a. Erosion of “Employment at Will” Doctrine
Liability for Representation of Fact
A. Warranties
i. Express Warranties
ii. Implied Warranties
iii. Limitations on Warranties
a. The Parol Evidence Rule and Warranty Disclaimers
B. Tort and Statutory Liability for Falsehoods
i. Misrepresentation of Intent to Perform -Promissory Fraud
ii. Fraud in the Performance
Conditions
A. Express Conditions
i. Nature and Effect
ii. Excuse of Express Conditions
a. Limitations on the Waiver Doctrine
B. Constructive Conditions of Exchange
i. Historical Background on Independent and Dependent Promises
ii. The Forfeiture Problem
Changed Circumstances: Impracticability and Frustration of Purpose
A. Existing Impracticability
B. Supervening Impracticability
i. Impracticability by Government Regulation
ii. The Contract Clause and Retroactive Illegality
iii. Post-Contract Changes in Market Price or Cost of Performance
iv. Reopener Clauses in Long-Term Supply Contracts
C. Frustration of Purpose
i. Forms of Relief After Impracticability or Frustration
Arbitration Clauses
A. The Nature and Characteristics of Arbitration
Chapter 6: Remedies
I. Right to Suspend Performance or Cancel
A. The Elusive Concept of Substantial Impairment
B. Post-Breach Conduct Affecting the Cancellation Remedy
II. Introduction to Affirmative Remedies
A. The Efficient Breach Theory
B. Calabresi and Melamed’s Cathedral
C. Coase
III. Damages
A. Basic Principles
i. Baselines:
a. Reliance Damages or Restitution in Losing Contracts
b. Disgorgement
IV.
V.
ii. General Limits on Recovery
B. Seller Remedies for Buyer’s Breach
i. Seller Mitigation
ii. The Lost Volume Seller Under UCC Article 2
iii. Employee’s Remedies for Employer Breach
C. Buyer Remedies for Seller’s Breach
i. Buyer’s Remedies for Seller’s Breach of Warranty Under Article 2
ii. Restitution of Buyer’s Down Payment as Remedy for Seller’s Breach
D. Divisible and Indivisible Contracts
i. Breach of Construction Contract and the Components Approach
ii. Recovery in Restitution by a Plaintiff in Default
E. Mental Anguish and Punitive Damages
i. Seaman’s and Obstructive Breach
Injunctive Relief
A. Specific Performance Under the United Nations Convention of Contracts for the International
Sale of Goods
B. The Gendered Origins of the Lumley Doctrine
Agreed-Upon Remedies
A. Liquidated Damages
i. Disclaimer, Exculpation and Under-Liquidated Damages Clauses
B. Damages Limitations
i. Consumers, Article 2, The Mangnuson-Moss Warranty Act and State Lemon Laws
C. Specifying Injunctive Relief
Chapter 7: Third-Party Interests
I. Assignment of Rights
A. A Comparison of the Assignment Process and the Negotiation Process
II. Delegation of Duties
III. Third-Party Beneficiaries
A. Creating of Rights
B. Nature of Rights
i. The Donative Anti-Discrimination Promise