CONTRACTS I
8-18-09
Definition of a Contract
 A agreement/mechanism that protects both parties during a transaction of
goods and/or services
Unilateral agreement
 Single individual that promises to uphold a certain agreement
Bilateral agreement
 Mutual agreement for exchange for goods and/or services
o Donation of car in exchange
Contract vs Agreement
 If something is not legally enforceable then it is not a contract but actually an
agreement
Breach of Contract
 When one of the parties refuses to perform
 Duress
 Inability to contract
o Not of age
 Gift is not a contract
 Wills are not contracts but promises
 Death is not an excuse and obligation remains within the estate
 Mentally incapable
 Involuntary intoxication
 Illegal Acts
 Fraudulent circumstances
 Public Policy
o The contract was not considered as illegal but actually defined
otherwise by the state
Reason for making a contract
 To solidify the agreement at hand
 To seal the certainty of goods/services
Opinions
 Primarily coming from the appellate level
Uniform Commercial Code
 9 articles in total
o Article 1
 Most recently revised and newly adopted
 Adopted by most states
 USE UCC revised 2004
o Article 2
 Sale of goods
 DO NOT USE UCC revised 2008
 Applies to contracts of all sorts across the nation
 Key word “uniform”, therefore adopted by the majority




It gets amended from time to time
Parties to the treaty CISG (Convention on Contracts for the International sale
of goods)
o US, Canada, Mexico, France, Germany, China, Italy,
o Once amended then UCC has to resend it to all 50 states so each
legislature can adopt them
Restatement is not the Law
o A summary of the rules of the people that drafted it of the original
common law
o Focus on the restatements that we discuss in class
 DO NOT DIVE INTO THE BOOK AND EXPECT THE
RESTATEMENTS TO BE THE CORRECT LAW
What to focus on
o Article 2 Sales pg 17-91
o Article 1 General Provisions 105-115
o CISG0 145-171
o Restatement (Second) of Contracts 171-219
Contract law typically does not involve punitive damages
 Under the contract breach of fraud the individual will be sued for loss
damages as well as sought out for their actions of illegality