1. Contracts, Fall 2008 Professor 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? 1. Principles of Interpretation 2. Parol Evidence Rule 3. Implied Terms

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

9. a) Equitable Grounds not to Enforce a Contract 1. 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. b) Justifications for Nonperformance 1. Mistake 2. Impossibility/Impracticability/Changed Circumstances/Frustration of Purpose 3. Enforceability of Modifications 4. Other Partys Actions/Express Conditions Not Met Topic 3: Enforcement Issues

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

12. 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 Remedies