Basic Contract Law for Paralegals

Front Matter
	Title Page
	Copyright Page
	About Wolters Kluwer Legal & Regulatory U.S.
	Dedication
	Table of Contents
	Contents
	Acknowledgments
	Introduction
Chapter 1: Overview of Contracts
	Learning Objectives
	Chapter Overview
	Contract Defined
	Basic Contract Requirements
		Offer
		Acceptance
		Consideration
		Legality of Subject Matter
		Contractual Capacity
		Contractual Intent
	Classification of Contracts
		Type of Obligation: Bilateral or Unilateral
		Method of Creation: Express, Implied, or Quasi-Contracts
		Type of Form: Formal and Informal Contracts
		Timing: Executory and Executed Contracts
		Enforceability: Valid, Void, Voidable, and Unenforceable
	Sample Clauses
	Chapter Summary
	Synopsis
	Key Terms
	Exercises
	Cases for Analysis
		Casale v. Nationwide Children’s Hosp.
		Questions
		McCabe v. ConAgra Foods, Inc.
		Questions
	Suggested Case References
		Ethical Considerations
Chapter 2: Offer
	Learning Objectives
	Chapter Overview
	Offer Defined
		Present Contractual Intent
		Communication to the Offeree
		Certainty and Definiteness in the Terms of the Offer
	Essential Terms of an Offer
		Price
		Subject Matter
		Parties
		Time of Performance
		Two Related Concepts
	Sample Offers
	Chapter Summary
	Synopsis
	Key Terms
	Exercises
	Cases for Analysis
		Lopez v. Charles Schwab & Co., Inc.
		Questions
		Phil Watkins, P.C. v. The Krist Law Firm, P.C.
		Questions
	Suggested Case References
		Ethical Considerations
Chapter 3: Acceptance
	Learning Objectives
	Chapter Overview
	Acceptance Defined
		Varying the Terms of the Offer
		Silence as Acceptance
	Who May Accept
	Method of Acceptance
		Acceptance of a Bilateral Contract
			Mailbox Rule
		Rejection of a Bilateral Contract
			Rejection and the Mailbox Rule
		Acceptance of a Unilateral Contract
	Termination of the Ability to Accept
		Revocation of Bilateral Contracts
		Revocation of Unilateral Contracts
		Termination by Operation of Law
		Effect of Termination of Offer
	Sample Clauses
	Chapter Summary
	Synopsis
	Key Terms
	Exercises
	Cases for Analysis
		United States v. Lauckner
		Questions
		Monsour’s, Inc. v. Menu Maker Foods, Inc.
		Questions
	Suggested Case References
		Ethical Considerations
Chapter 4: Consideration
	Learning Objectives
	Chapter Overview
	Consideration Defined
		Benefit Conferred
		Detriment Incurred
	What Is Not Consideration
	Sufficiency of the Consideration
	Promissory Estoppel
	Special Agreements
		Accord and Satisfaction
		Charitable Subscription
		Debtor’s Promises
		Guarantees
		Formal Contracts
	Sample Clauses
	Chapter Summary
	Synopsis
	Key Terms
	Exercises
	Cases for Analysis
		Yerkovich v. AAA
		Questions
		Mass. Eye & Ear Infirmary v. Eugene B. Casey Found.
		Questions
	Suggested Case References
		Ethical Considerations
Chapter 5: Legality of Subject Matter and Contractual Capacity
	Learning Objectives
	Chapter Overview
	Legality of the Subject Matter
		Malum in Se
		Malum Prohibitum
	Contractual Capacity
		Age
		Mental Capacity
		Alcohol and Drugs
	Chapter Summary
	Synopsis
	Key Terms
	Exercises
	Cases for Analysis
		First Colony Insurance Company v. Alfred Kreppein, et al.
		Questions
		Achee Holdings, LLC v. Silver Hill Financial, LLC
		Questions
	Suggested Case References
		Ethical Considerations
Chapter 6: Contractual Intent
	Learning Objectives
	Chapter Overview
	Contractual Intent Defined
	Fraud and Misrepresentation
	Duress
	Mistake
	Chapter Summary
	Synopsis
	Key Terms
	Exercises
	Cases for Analysis
		Schulte v. Harvey
		Questions
		Levey v. CitiMortgage, Inc.
		Questions
	Suggested Case References
		Ethical Considerations
Chapter 7: Contract Provisions
	Learning Objectives
	Chapter Overview
	The Statute of Frauds
		Contracts for an Interest in Real Estate
		Contracts in Consideration of Marriage
		Contracts Not to Be Performed Within One Year
		Guarantees
		Contracts for the Sale of Goods
		Executor’s Promise to Pay Decedent’s Debts
		What the Statute of Frauds Is Not
	Covenants
	Conditions
		Conditions Precedent
		Conditions Subsequent
		Conditions Concurrent
		Express Conditions
		Implied-in-Fact Conditions
		Implied-in-Law Conditions
	Court Doctrines: Rules of Construction and the Parol Evidence Rule
	Sample Clauses
	Chapter Summary
	Synopsis
	Key Terms
	Exercises
	Cases for Analysis
		Estate of Church v. Tubbs
		Questions
		Eastern Baby Stores, Inc. v. Central Mutual Insurance Company
		Questions
	Suggested Case References
		Ethical Considerations
Chapter 8: The Uniform Commercial Code
	Learning Objectives
	Chapter Overview
	General Background
	Article I, General Provisions
		Basic Guidelines
			Law of the State Applies
			Parties May Agree to Vary UCC Provisions
			UCC Provisions Are to Be Liberally Construed
		Obligations Imposed by Article I
	Article II, Sales
		General Background
		Types of Contracts Covered by Article II
			Goods
			Leases
			Contracts for the Sale of Goods Between Merchants
		Contractual Provisions
			Warranties
		Risk of Loss
		Remedies
			Remedies Available to Seller
			Remedies Available to Buyer
			Written Assurances
			Summary
	Article II-A, Leases
	Article IX, Secured Transactions
		Secured Transaction Defined
		Requirements to Create a Security Interest
		Priorities
	Sample Clauses
	Chapter Summary
	Synopsis
	Key Terms
	Exercises
	Cases for Analysis
		Jacq Wilson et al. v. Brawn of California, Inc.
		Questions
		Demarco California Fabrics, Inc. v. Nygard International, Ltd.
		Questions
	Suggested Case References
		Ethical Considerations
Chapter 9: Third Party Contracts
	Learning Objectives
	Chapter Overview
	Third Party Beneficiary Contracts: Generally
	Third Party Creditor Beneficiary Contracts
	Third Party Donee Beneficiary Contracts
	Assignment
		Creating the Assignment
		Consent of the Promisor
		Effect of Assignment
		Multiple Assignees
	Delegation
	Sample Clauses
	Chapter Summary
	Synopsis
	Key Terms
	Exercises
	Cases for Analysis
		Delta Mech., Inc. v. Garden City Grp., Inc.
		Questions
		Bay Corrugated Container, Incorporated v. Gould, Incorporated
		Questions
	Suggested Case References
		Ethical Considerations
Chapter 10: Discharge of Obligations
	Learning Objectives
	Chapter Overview
	Methods of Discharge
		Excuse of Conditions
		Performance
		Breach of Contract
		Agreement of the Parties
		Impossibility of Performance/Impracticability of Performance
		Supervening Illegality
		Death of the Parties or Destruction of the Subject Matter
		Frustration of Purpose
	Sample Clauses
	Chapter Summary
	Synopsis
	Key Terms
	Exercises
	Cases for Analysis
		Felt v. McCarthy
		Questions
		Club Factorage, LLC v. Wood Duck Hiding, LLC
		Questions
	Suggested Case References
		Ethical Considerations
Chapter 11: Remedies
	Learning Objectives
	Chapter Overview
	Legal Remedies
		Compensatory Damages
		Punitive Damages
		Consequential Damages
		Liquidated Damages
	Equitable Remedies
		Injunction
		Specific Performance
		Rescission and Restitution
		Reformation
		Quasi-Contractual Remedies
		Quantum Meruit
		Quantum Valebant
		Waivers and Their Effect
	Arbitration Provisions
	Sample Clauses
	Chapter Summary
	Synopsis
	Key Terms
	Exercises
	Cases for Analysis
		Pioneer Exploration, Ltd. v. Rutherford
		Questions
		Fazio v. Cypress/GR Houston I, L.P.
		Questions
	Suggested Case References
		Ethical Considerations
Chapter 12: Drafting Simple Contracts and Proving Their Terms in Court
	Learning Objectives
	Chapter Overview
	Checklist of Clauses
		Description of the Parties
		Description of the Consideration
		Security Agreement
		Warranties
		Title
		Risk of Loss
		Waivers
		Assignments
		Delegation
		Terminology
		Special Provisions and Clauses
			Covenant Not to Compete
			Duties
			Pronouns
			Severability
			Successors
			Time of the Essence
			Trade Secrets
			Work Product
		Duration and Termination
		Notice of Default
		Remedies
		Choice of Law
		Arbitration
		Submission to Jurisdiction
		Signatures
	Proving Contractual Terms
		Admitting a Contract into Evidence
		Determining the Validity of a Contract
		Analysis of a Contract’s Terms
	Chapter Summary
	Key Terms
	Exercises
	Cases for Analysis
		Specialty Rental Tools & Supply, L.P. v. Shoemaker
		Questions
		American Express Travel Related Services, Inc. v. Weppler
		Questions
	Suggested Case References
		Ethical Considerations
Appendix A: Sample Contracts
	Antenuptial Agreement (Simple Form)
	Consulting Agreement
	Employment Contract (Simple Form)
	Employment Contract
	Equipment Lease Agreement
	General Partnership Agreement (Simple Form)
	Limited Partnership Agreement
	Real Estate Lease
	Retainer Agreement
	Shareholders Agreement
	Subscription Agreement (Limited Partnership)
	Work for Hire Agreement
Appendix B: Supplemental Cases
	Don King Productions, Inc. v. Douglas
	Matter of Baby M
	Hong v. Marriott Corp.
	In re Peregrine Entertainment, Ltd.
Appendix C: Answers to the Quick Quizzes
Glossary
Index