Contracts

A contract can contain many different types of promises, made up of both express and implied terms. Express and implied warranty terms are the subject of this lesson. For instance, when parties contract for the sale of goods, they have certain expectations about the goods to be sold. These expectations form the basis of warranties that arise under U.C.C. Article 2. That is, what has the seller agreed to sell?

Interpretation involves an ascertainment of the meaning of the words and provisions of a contract. Whereas "construction" of a contract relates to the legal effect of the words used by the parties, "interpretation" addresses the meaning of the parties. Whose meaning is to be given effect with respect to certain contract terms? What evidence may be taken into account when courts engage in interpretation? In this lesson, the parol evidence rule will be considered with respect to the admissibility of extrinsic evidence to determine the meaning of the contract as formed.

This lesson explores the contours of anticipatory repudiation, including the repudiating promisor's ability to retract his repudiation, the nonrepudiating promisee's right to demand adequate assurances of performance, and the effect of the promisor's repudiation on the promisee's obligation to perform.

This lesson explores one of the fundamental requirements for contract formation, mutual assent. Mutual Assent is a mutual manifestation of assent to the terms of an agreement. This lesson looks at how parties establish mutual assent, including manifestations of mutual assent by words and conduct and the effect of misunderstanding. However, the attributes of offer and acceptance are covered in other lessons. This lesson concludes with a sample analysis exercise involving mutual assent.

This lesson explores invitations to negotiate/preliminary negotiations and other statements and expressions that are not offers, including advertisements, invitations to bid, price quotations and statements of intention. Determining whether a particular communication is an offer or preliminary negotiation (a matter determined according to the surrounding circumstances) prior to the formation of contract is essential to the determination of whether a contract exists.

This exercise deals with offer, an essential element of the bargaining process. There are basically three requirements to establish an offer: (1) intent; (2) definiteness; and (3) communication to the offeree.

This lesson deals with the duration of offers. The existence of an offer is often an essential element of the bargaining process. Sometimes the offeree's power of acceptance will end so that the offer is no longer valid. This lesson will look at termination of the power of acceptance by termination of the offeror, revocation and counteroffer, rejection, death and lapse.

This lesson tries to explain Coasean irrelevance (which is often known as the "Coase Theorem").

Drafters of contracts, wills and statutes are plagued with the ambiguities inherent in the use of these two connectors. This lesson is designed to identify these ambiguities and then help students to draft with conjunctions which eliminate those ambiguities.

A large percentage of litigation arising out of contracts results from poor drafting. In order to eliminate this litigation, it is imperative that students and legal professionals master good drafting skills. One of the most important aspects of drafting a contract is the operative language--language that affects legal relationships. This lesson is designed to introduce law students to operative language commonly used in drafting contracts, in particular, language of obligation (shall), language of authorization (may) and language of condition precedent (must).

This exercise gives a basic overview of the types of equitable remedies. You need not have read any particular materials or taken any particular law school courses in order to complete the tutorial. It can be used to provide background in your courses where equity is especially relevant or to review the types of equitable remedies for use in a remedies course.

The goal of this program is to teach a substantial amount of Article 2 through the study of a single case. This exercise begins with a warranty case, ITT v. LTX.

This lesson deals with option contracts and firm offers, both of which result in irrevocable offers. The existence of an offer is often an essential element of the bargaining process. Although most offers are revocable, sometimes the offeree's power of acceptance is irrevocable through the formation of an option contract. This lesson will look at formation of an option contract through part performance or tender, a signed writing supported by consideration, statutory firm offers and detrimental reliance.

This lesson enumerates some general principles of contract remedies. You may want to run it before you run any of the individual lessons on contract remedies. It may be run as an introduction before you have studied contract remedies or as a review after you have studied the topic.

This lesson explores the remedy of restitution, which can be available both where there is no contract and where there is a contract and the non-breaching party chooses an alternative to the expectancy measure of damages. The lesson can be run either as an introduction to restitution or as a review after you have completed your study.

Contracts are sometimes referred to as express or implied. Implied contracts are in turn often referred to as contracts implied-in-fact or implied-in-law. The difference between express contracts and implied-in-fact ones results from the conduct of the party in making the promise constituting the assent to the contract. Implied-in-law or quasi-contracts, however, are not really contracts at all, but merely a remedy in restitution. This lesson explores the nature of express contracts, implied-in-fact and implied-in-law contracts.

Traditional contract law classifies contracts into bilateral and unilateral contracts. Bilateral contracts are those involving promises made by all parties, whereas unilateral contracts involve promises made by only one of the parties. This lesson explores the distinction between bilateral contracts (where both parties make promises) and unilateral ones (where only one party makes a promise) and the effect on the obligations of the parties resulting from the classification. This lesson ends with an analysis exercise on unilateral and bilateral contracts.

This lesson looks at the process of negotiations discussing the terms of a contract when the parties contemplate a final written agreement.

This lesson looks at formal preliminary agreements, often titled letters of intent or memorandums of understanding.

This lesson explores the remedies that are available in UCC Article 2 for the Seller when the Buyer is in breach. We first examine the remedies when the Buyer has the goods, and then when the Seller has the goods. This lesson may be run either as an introduction before the material is studied or as a review after it is studied.

This lesson demonstrates how the principles of remedies are found in the UCC and provides some guidance for working with the UCC. This lesson may be run either as an introduction before the material is studied or as a review after it is studied.

This lesson explores the remedies that are available in UCC Article 2 for the Buyer when the Seller is in breach. We first examine the remedies when the Seller has the goods, and then when the Buyer has the goods. This lesson may be run either as an introduction before the material is studied or as a review after it is studied.

This lesson explores the issue of whether, in computing the expectation remedy, the court will award the cost of completion or the diminution in value. The lesson can be run either as an introduction to this aspect of damages or as a review after you have completed your study.

This lesson explores the remedy of reliance, which can be available both 1) where there is no contract and 2) where there is a contract and the non-breaching party chooses an alternative to the expectancy measure of damages. The lesson can be run either as an introduction to reliance or as a review after you have completed your study.