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Contracts, Fall 2008 Professor Claire Hill

Contracts, Fall 2008 Professor Claire Hill. Sources of Law. Statutes, usually state General contract law UCC, Uniform Commercial Code Article 2 (Sale of Goods) Other Ex: Consumer protection Cases Interpreting statutes “common law” Other authority

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Contracts, Fall 2008 Professor Claire Hill

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  1. Contracts, Fall 2008Professor Claire Hill

  2. Sources of Law • Statutes, usually state • General contract law • UCC, Uniform Commercial Code Article 2 (Sale of Goods) • Other • Ex: Consumer protection • Cases • Interpreting statutes • “common law” • Other authority • Restatement, American Law Institute, law review articles, cases and statutes from other jurisdictions • Note: Restatement not infrequently adopted as law

  3. Overview of Semester • 1) Formation • 2) Interpretation • 3) Enforcement Issues • 4) Remedies

  4. TOPIC 1: Contract Formation Requirements are Consideration (or substitute) and Manifestation of Mutual Assent

  5. TOPIC 1: Contract Formation:Consideration • Consideration (or substitute) ‘supports’ the deal • Consideration = bargained for exchange of legal detriments • Substitutes

  6. TOPIC 1: Contract Formation: Manifestation of Mutual Assent • Manifestation of Mutual Assent • Types of manifestations • Parties intend to be bound (at this stage) • Contract is sufficiently definite • Contract is in writing if law so requires

  7. Topic 2: Contract Interpretation: What are the terms of the parties’ deal? Principles of Interpretation Parol Evidence Rule Implied Terms

  8. a) Equitable Grounds not to Enforce a Contract b) Justifications for Nonperformancec) Enforcement by, and Against, Third Parties Topic 3: Enforcement Issues

  9. a) Equitable Grounds not to Enforce a Contract1. Problems with the Parties: Capacity to Contract 2. Problems with the Process 3. Problems with the Substance of the Contract Topic 3: Enforcement Issues

  10. Topic 3: Enforcement Issues • b) Justifications for Nonperformance • 1. Mistake • 2. Impossibility/Impracticability/Changed Circumstances/Frustration of Purpose • 3. Enforceability of Modifications • 4. Other Party’s Actions/Express Conditions Not Met

  11. a) Expectation Measure b) Reliance c) Restitution d) Specific Performance/Equitable Relief e) Agreed Remedies: Liquidated Damages; Agreement to Arbitrate Remedies

  12. Remedies • d) Specific Performance/Equitable Relief • to convey: item is unique (such as real estate); • to enjoin: enforcing covenants not to compete/not to disclose trade secrets • e) Agreed Remedies: Liquidated Damages; Agreement to Arbitrate

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