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This efficient and exceedingly effective guide to Contracts will help you see the big picture. The authors focus on making the key concepts of contract law, and the relationship among those concepts, easier to understand and retain. The authors have also infused the book with humor, believing there is nothing inconsistent between a rigorous academic experience and having a little fun. Each of the authors is nationally-renowned law teacher who has taught Contracts for decades. Based on that experience, in this book they have set forth understandable techniques for mastering the law governing each critical aspect of the contract relationship, including, contract formation (offer and acceptance), enforcement (consideration and defenses), interpretation, performance, breach, and remedies.
Table of Contents
About the Authors
Has a Deal Been Made? (Offer and Acceptance)
Determining Mutual Assent
Uncertainty About Offers: Price Quotes and Public Advertisements
Termination of Offer
Revocation (the Offeror of Common Law Contracts; Namely, Is King)
Death (or Incapacity) of the Offeror (or Offeree)
Preservation of the Offer (Option Contracts)
Reliance as a Basis to Create an Option
Acceptance (The Other Half of the Mutual Assent Puzzle)
Three "Rules" About Acceptance
Intent to Accept
Who May Accept
Manner of Acceptance
Communication and Effectiveness of Acceptance
The "Mailbox Rule"
The Restatement (Second) and the Effectiveness of Acceptance
Imperfect Acceptances (and Counteroffers)
Acceptance by Silence (or Inaction)
Mutual Misunderstanding of Contract Terms
Indefiniteness and Deferred Agreement
Indefinite and Missing Terms
Indefiniteness and Deferred Agreement-Continued
Is the Deal Enforceable? (Bases of Promissory Liability)
Adequacy of Consideration
The Doctrine of Nominal Consideration
Consideration May Come From or be Received by Third Party
Compromise or Surrender of Claims as Consideration
Mutuality of Obligation and Illusory Promises
Modification and the Pre-Existing Duty Rule
Consideration Substitutes (and More)
The Material Benefit Rule (Promise + Prior Benefit Conferred)
Promissory Estoppel (Promise + Unbargained for Reliance)
Distinguished From Equitable Estoppel
As a Substitute for Consideration
As an Independent Basis of Liability
Remedies in Promissory Estoppel Cases
A Caution (or Two)
Are There Defenses to Enforcement of the Deal?
Defense Based on the Form of the Agreement (Statute of Frauds)
What Is the Purpose of the Statute of Frauds?
Which Agreements are Covered by (i.e. "Within") the Statute of Frauds?
If There Is a Writing, Does the Writing Satisfy the Statute of Frauds?
Who Signed the Writing-
When Is an Agreement Within the Statute of Frauds Enforceable Without a Writing?
Defenses Based on Flaws in the Agreement Process
Misrepresentation of Existing Facts
Defenses Based on Flaws in the Agreement Process Continued
Mistake of Existing Facts
Defenses Based on What the Agreement Says
What Are the Terms of the Deal (Parol Evidence; Interpretation)?
The Importance of Determining the "Terms" or "Provisions" of a Contract
The Parol Evidence Rule
The Basic Rule
Overview of Parol Evidence
Ambiguity and External Evidence
The Plain Meaning Rule vs. External Evidence Rule
Using the Parties Dealings to Remove Ambiguity-Course of Dealing and Course of Performance
Special Rules for Contracts of Adhesion
Terms Implied to Achieve the Parties' Intent
Obviously Omitted Terms
Terms Implied to Achieve Policy Goals
Implied Covenant of Good Faith and Fair Dealing
UCC Supplied Terms
When Will Performance of the Deal Be Excused?
First Excuse-Other Guy's Total Nonperformance
Second Excuse-Other Guy's Saying He Is Not Going to Perform
Third Excuse-Reasonable Grounds for Insecurity
Fourth Excuse-Other Guy's Improper Performance
Common Law Material Breach Concept
UCC Perfect Tender Concept
Fifth Excuse of Performance-Non-Occurrence of an Express Condition
What an Express Condition Is
How an Express Condition Is Satisfied
Fifth Excuse of Performance-Non-Occurrence of an Express Condition-Continued
When Non-occurrence of a Condition Is Excused
Differences Between Express Conditions Precedent and Express Conditions Subsequent, and Between Express Conditions and Constructive Conditions
Express conditions precedent
Express conditions subsequent
Express conditions and constructive conditions
Sixth Excuse of Performance: Impossibility or Impracticability
Damage or destruction of the subject matter of the contract
Uniform Commercial Code
Death of a Contract Party
Supervening Law or Regulation
Force Majeure and "Hell or High Water" Clauses
Seventh Excuse of Performance: Frustration of Purpose
How Does the Law Enforce the Deal (Contract Remedies)?
Names for Damages
Direct or General
Special or Consequential
General Measure of Money Damages
Benefit of Bargain-The Expectation Interest
Ways to Measure Benefit of Bargain-Difference in Value of Performance
Ways to Measure Benefit of Bargain-Cost of Repair or Completion
Limitation on Cost of Repair or Completion-Economic Waste
Limitations on Damages
Avoidability-Mitigation and Costs You Don't Have to Pay
No Emotional Distress or Punitive Damages
Reliance and Restitution Damages as Alternatives
UCC Changes to Damages
Contractual Limitation on Damages
Who Else Is Affected by the Deal? (Third Party Interests)
Third Party Beneficiaries
What Is a Third Party Beneficiary Contact?
What Is the Vocabulary of Third Party Beneficiary Law?
Have the Rights of the Third Beneficiary Vested?
What Is an Assignment?
What Is Assignment Vocabulary?
What are the Limitations on Assignments?
What Is a Delegation?
What Is Delegation Vocabulary?
What Are the Legal Consequences of a Delegation?
What Are the Legal Limits on Delegations?
Table of Contents provided by Ingram. All Rights Reserved.