Contract Law And Theory

Prefatory Material
Title Page
Copyright Page
Terms of Use
Dedication
Preface
Acknowledgments
Table of Contents
Chapter 1 AN OVERVIEW OF CONTRACT LAW
A. INTRODUCTION: THE PURPOSES OF CONTRACT LAW
B. THE SOURCES AND FUNCTIONS OF CONTRACT LAW
C. ENFORCING PROMISES
[1] What is a Promise?
[2] Indefinite Promises and Open Terms
[3] Which Promises Will Be Enforced?
[4] Limitations on Enforcement: Unconscionability
D. PERFORMANCE OF THE OBLIGATION
[1] Introduction to the Idiosyncratic Bargainer
[2] Allocating Risks
[3] Excuse for Nonperformance
E. REMEDIES FOR NONPERFORMANCE
[1] Introduction
[2] The Compensation Puzzle
[3] Specific Performance
[4] Limitations on Compensation
F. BIBLIOGRAPHY AND SUGGESTED READING
[1] The Functions of Contract Rules
[2] Enforcing Promises
[3] Performance of the Obligation
[4] Remedies for Nonperformance
Chapter 2 ENFORCING PROMISES
A. INTRODUCTION
B. THE CONSIDERATION DOCTRINE
[1] Bargain Versus Gift
[2] Adequacy of Consideration
C. PROMISSORY ESTOPPEL
[1] Introduction
[2] Charitable Subscriptions: Consideration or Reliance?
[3] Promises Made in Intrafamilial Contexts
[4] Promises Made in Employment Contexts
[5] Promises to Insure
D. THE MATERIAL BENEFIT RULE
E. BIBLIOGRAPHY AND SUGGESTED READING
[1] The Consideration Doctrine
[2] Promissory Estoppel
[3] Material Benefit Rule
Chapter 3 THE BARGAIN CONTEXT
A. INTRODUCTION
B. OFFER AND ACCEPTANCE
[1] Subjective and Objective Tests of Mutual Assent
[2] Offer
[3] Acceptance
[a] Methods of Acceptance
[b] Silence or Dominion as Acceptance
[c] The Mailbox Rule
[4] Revocation of Offers
[a] Revocation in General
[b] Irrevocable Offers
C. OFFER AND COUNTEROFFER
[1] Introduction
[2] When is an “Acceptance” a Counteroffer? The Common Law View
[a] The Mirror Image Rule
[b] The Last Shot Doctrine
[3] UCC Section 2-207
D. CONTRACT FORMATION IN THE INTERNET AGE
E. BIBLIOGRAPHY AND SUGGESTED READING
Chapter 4 CONTRACTUAL RELATIONSHIPS AND CONDUCT
A. AN INTRODUCTION TO RELATIONAL CONTRACTS
B. COPING WITH UNCERTAINTY: PRELIMINARY NEGOTIATIONS AND PRELIMINARY AGREEMENTS
[1] Preliminary Negotiations
[2] Indefinite Agreements
[3] Binding Preliminary Agreements
C. OUTPUT, REQUIREMENTS, AND EXCLUSIVE DEALINGS ARRANGEMENTS
[1] Output and Requirements Contracts
[2] Exclusive Dealings Contracts
[3] Reducing Conflicts of Interest by Contract
[a] Termination Clauses
[b] Covenants Not to Compete
D. MODIFICATION OF EXISTING AGREEMENTS
E. COLLABORATIVE CONTRACTING: THE BRAIDING OF FORMAL AND INFORMAL METHODS OF ENFORCEMENT
F. BIBLIOGRAPHY AND SUGGESTED READING
Chapter 5 REGULATING THE BARGAINING PROCESS
A. INTRODUCTION
B. DURESS
C. FRAUD
[1] Willful and Negligent Misrepresentation
[2] Duty to Read
[3] Concealment and Disclosure
D. CAPACITY TO CONTRACT
[1] Infancy
[2] Mental Illness
E. PUBLIC POLICY LIMITATIONS
[1] Illegality
[2] Immorality
F. UNCONSCIONABILITY
G. STATUTE OF FRAUDS
H. BIBLIOGRAPHY AND SUGGESTED READING
Chapter 6 IDENTIFYING AND INTERPRETING THE TERMS OF AN AGREEMENT
A. INTRODUCTION
[1] Identifying the Terms of an Agreement: The Common Law and the Code
[2] Interpreting the Terms of an Agreement: The Common Law and the Code
B. IDENTIFYING THE TERMS OF AGREEMENT
[1] The Common Law Parol Evidence Rule
[2] Merger Clauses
[3] The UCC Parol Evidence Rule
C. INTERPRETATION OF THE TERMS OF AN AGREEMENT
[1] Plain Meaning and Contextual Meaning in Common Law Interpretation
[2] Interpreting Ambiguous Contracts; The Importance of the Burden of Proof
[3] Interpretation in the UCC
D. BIBLIOGRAPHY AND SUGGESTED READING
Chapter 7 DEFINING THE TERMS OF PERFORMANCE
A. INTRODUCTION
B. CONDITIONS
[1] Implied Conditions
[a] Allocating the Risks of Performance
[b] Implied or Constructive Conditions of Exchange
[c] Divisibility
[2] Express Conditions
[a] Promises and Conditions
[b] Conditions Precedent and Conditions Subsequent
[c] Modification, Waiver, Election, and Estoppel of Conditions
C. PERFORMANCE STANDARDS
[1] Warranties
[a] Express Warranties
[b] Implied Warranties
[c] Warranty Disclaimers
[2] Measuring Compliance
[a] Substantial Performance
[b] Perfect Tender and Cure
D. BIBLIOGRAPHY AND SUGGESTED READING
[1] Conditions
[2] Performance Standards
Chapter 8 MISTAKE AND EXCUSE
A. INTRODUCTION
B. MISTAKEN BELIEFS ABOUT FACTS THAT EXIST AT THE TIME OF AGREEMENT
[1] Excuse Based on Mistake (Herein of “Unilateral” and “Mutual” Mistake)
[2] Mutual Mistake and Reformation
C. IMPOSSIBILITY AND COMMERCIAL IMPRACTICABILITY
[1] The Traditional Impossibility Doctrine: Agreements Concerning Particular Property, Goods, or Services
[2] The Modern Excuse of Commercial Impracticability
D. FRUSTRATION OF PURPOSE
E. BIBLIOGRAPHY AND SUGGESTED READING
Chapter 9 CONDUCT CONSTITUTING BREACH
A. INTRODUCTION
[1] The Ideal Allocation of Risk
[2] Obstacles to Ideal Risk Allocation: Evasion and Opportunism
[3] Defining the Conduct Constituting Breach
B. ANTICIPATORY BREACH
C. MEASURING DAMAGES FOR ANTICIPATORY REPUDIATION
D. INSECURITY AND THE RIGHT TO DEMAND ASSURANCES
E. INSTALLMENT CONTRACTS
F. BIBLIOGRAPHY AND SUGGESTED READING
Chapter 10 REMEDIES
A. THE BASIC STANDARDS
[1] Expectation Damages as a Substitute for Performance
[2] Measuring Expectancy: Cost of Completion or Diminution in Value
[3] Specific Performance
[4] Reliance Damages
[5] Restitution
[6] Punitive Damages
B. SPECIAL PROBLEMS IN MEASURING EXPECTANCY
[1] Lost Volume Sellers
[2] Damages as to Accepted Goods
C. LIMITATIONS ON COMPENSATION
[1] The Certainty Limitation
[2] Foreseeability
[3] Duty to Mitigate
[4] Liquidated Damages
D. BIBLIOGRAPHY AND SUGGESTED READING
Chapter 11 THIRD-PARTY RIGHTS
A. AN INTRODUCTION TO THIRD-PARTY BENEFICIARIES
B. INTENDED AND INCIDENTAL BENEFICIARIES
[1] The “Donee Beneficiary” Cases
[2] The “Creditor Beneficiary” Cases
C. SPECIAL APPLICATIONS
D. ASSIGNMENT AND DELEGATION
E. NOVATION
F. BIBLIOGRAPHY AND SUGGESTED READING
TABLE OF CASES
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INDEX
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