Acing Contracts: A Checklist Approach to Contracts Law

Title Page
Copyright Page
Dedication
ACKNOWLEDGMENTS
Table of Contents
Introduction
1. Introduction to Contract Law
	What Is a Contract?
	Central Themes of Contract Law
	Sources of Contract Law
		Common Law
		Restatement (Second) Of Contracts
		Uniform Commercial Code (UCC)
			Revisions To The UCC
		Classifying Contracts
			Void, Voidable, And Unenforceable Contracts
			Express, Implied, And Quasi–Contracts
		Structure of This Book
			The Contracts Timeline
2. Offer and Acceptance
	The Objective Test
	Unilateral and Bilateral Contracts
	Review of Offer
		Terminating an Offer
			Revocation
			Rejection or Counter-Offer
			Lapse of Time
			Death or Incapacity
	Review of Acceptance
		Acceptance by Promise
		Acceptance by Performance
		“The Mailbox Rule”
		Silence and Dominion as Acceptance
	Review of Option Contracts and Irrevocable Offers
		Consequences Of Irrevocability
	Review of Formation Under the UCC
		“Firm Offers”
		“Battle of the Forms”
		Formation Issues in the Internet Age
	Offer And Acceptance Checklist
	Illustrative Problems
	Problem 2.1
		Analysis
	Problem 2.2
		Analysis
	Points To Remember
3. Consideration
	Review of Consideration
		The Requirement of Exchange
		What Is Sufficient Consideration?
			Adequacy of Consideration
			Sham and Nominal Consideration
			Mutuality of Obligation
			Settlement of Claims
			Illusory Promises
				Exclusive Dealings
				Satisfaction Clauses
		Requirements and Output Contracts
		Modification and the Pre–Existing Duty Rule
		Modification Under the UCC
		Accord and Satisfaction
	Review of Promises Lacking Consideration
		Gratuitous Promises
		Past Consideration
		Moral Obligation/Material Benefit Rule
	Review of Promissory Estoppel
	Consideration Checklist
	Illustrative Problems
	Problem 3.1
		Analysis
	Problem 3.2
		Analysis
	Points To Remember
4. Statute of Frauds
	Review of the Statute of Frauds
		Satisfying The Statute
		Exceptions
			Part Performance
			Unilateral Contracts
			Promissory Estoppel
	Review of the Statute of Frauds Under the UCC
	Statute Of Frauds Checklist
	Illustrative Problems
	Problem 4.1
		Analysis
	Problem 4.2
		Analysis
	Points To Remember
5. Defenses and Limits on Enforceability
	Review of Defenses
		Misunderstanding
		Capacity to Contract
			Infancy
			Mental Incapacity
		Mistake
			Mutual Mistake
			Unilateral Mistake
			Scrivener’s Error
		Comparing Mutual Mistake To Impracticability
		Misrepresentation
			The Fraudulent/Material Aspect
			Opinion Vs. Fact
			Non-Disclosure/Concealment
		Duress And Undue Influence
		Unconscionability
		Illegality And Public Policy
	Defenses Checklist
	Illustrative Problems
	Problem 5.1
		Analysis
	Problem 5.2
		Analysis
	Problem 5.3
		Analysis
	Points To Remember
6. Parol Evidence and Interpretation
	Review of the Parol Evidence Rule
		Applying the Parol Evidence Rule
			Collateral Agreement Rule
			Merger Clauses
		Limits to the Parol Evidence Rule
			Condition Precedent
	Review of Parol Evidence Under the UCC
	Review of Interpretation Doctrine
		Rules in Aid of Interpretation
	Parol Evidence Checklist
	Interpretation Checklist
	Illustative Problem
	Problem 6.1
		Analysis
	Points To Remember
7. Performance: Promises and Conditions
	Review of Conditions
		Promises, Conditions, and Promissory Conditions
		Classifying Promises
	Classifying Conditions
		Condition Precedent
		Concurrent Conditions
		Condition Subsequent
		Express Conditions
		Constructive Conditions
		Conditions of Satisfaction
	Review of Excuse of Conditions
		Waiver Under The UCC
	Promises And Conditions Checklist
	Illustrative Problems
	Problem 7.1
		Analysis
	Problem 7.2
		Analysis
	Points To Remember
8. Warranties
	Review of Warranty of Title
	Review of Implied Warranties
		Warranty of Merchantability
		Warranty of Fitness for a Particular Purpose
	Review of Express Warranties
	Review of Exclusion of Warranties
		Disclaimers of Express Warranties
		Disclaimers of Implied Warranties
		Modification or Limitation of Remedies
	Warranties Checklist
	Illustative Problem
	Problem 8.1
		Analysis
	Points To Remember
9. Impracticability and Frustration of Purpose
	Review of Impracticability
	Review of Frustration of Purpose
	Impracticability Checklist
	Frustration Of Purpose Checklist
	Illustrative Problems
	Problem 9.1
		Analysis
	Problem 9.2
		Analysis
	Points To Remember
10. Anticipatory Repudiation
	Review of Anticipatory Repudiation
		What Constitutes A Repudiation
		Right to Assurances
		Retracting a Repudiation
		Responding to an Anticipatory Repudiation
		Exception to the Rule
	Anticipatory Repudiation Checklist
	Illustative Problem
	Problem 10.1
		Analysis
	Points To Remember
11. Material Breach and Substantial Performance
	Review of Breach
		Material Breach
		Substantial Performance
		The Concept of Cure
		Divisible Contracts
	Review of Breach Under the UCC
		The Perfect Tender Rule
		The Right to Cure
		Installment Contracts
	Material Breach And Substantial Performance Checklist
	Illustrative Problems
	Problem 11.1
		Analysis
	Problem 11.2
		Analysis
12. Contract Remedies
	Review of Remedies
		The Efficient Breach
		Calculating Expectation Damages
		Varying the Formula
			When Neither Party Has Performed
			When There Has Been Part Performance
				Diminution in Value
				Cost of Completion or Repair
		Limitations on Recovery of Expectation Damages
			Foreseeability
			Mitigation/Avoidability
			Certainty
		Reliance and Restitution Damages
			Where the Breaching Party Seeks Restitution
		Agreed Remedies
			Liquidated Damages
			Limiting Remedies
	Review of Equitable Remedies
		Specific Performance
		Injunctions
	Review of Remedies Under the UCC
		Seller’s Remedies
		Buyer’s Remedies
			Cover and Market Damages
			Warranty—Accepting Non–Conforming Goods
			Consequential and Incidental Damages
		Liquidated Damages
	Remedies Checklist
	Illustrative Problems
	Problem 12.1
		Analysis
	Problem 12.2
		Analysis
	Problem 12.3
		Analysis
	Problem 12.4
		Analysis
	Points To Remember
13. Third Party Interests
	Review of Third Party Beneficiaries
		Distinguishing Between Intended and Incidental Beneficiaries
		Requirement of Vesting
		Rights of Parties
			Beneficiary’s Rights Against the Promisor
			Beneficiary’s Rights Against the Promisee
			Promisee’s Rights Against Promisor
	Review of Assignment and Delegation
		Assignment of Rights
			What Constitutes an Effective Assignment?
			Limitations on Assignability
			Anti–Assignment Clauses
			Delegation of Duties
	Review of Novation
	Third Party Interests Checklist
	Illustrative Problems
	Problem 13.1
		Analysis
	Problem 13.2
		Analysis
	Problem 13.3
		Analysis
	Points To Remember
Conclusion: General Examination Tips
	Preparing for Your Exam
	Taking the Exam
	After the Exam
		Essay Writing Checklist
Appendix: Summary–Checklists