Chapter 1. Introduction 52 results (showing 5 best matches)
- As I mentioned, Restatements, treatises, and law review articles also influence contract law. ALI published the Restatement of Contracts in 1932 and followed this up with the Restatement (Second) of Contracts in 1981. In 2010, ALI published Principles of the Law of Software Contracts. Each of the Restatements and Principles sets forth a series of rules and comments that synthesize the learning of existing case law and, to some extent, present the drafters’ views of what the law should be. These ALI promulgations are not state law in that they have not been enacted by any state legislature. However, if a court pronounces that it is following a particular ALI rule it becomes part of the common law of that state.
- You will learn lots of rules and principles of contract law in this book and in your contracts course. You will also learn the reasons behind these rules and you will be asked to evaluate these reasons. Equally important, you should begin to form a sense of how lawyers actually use the rules and principles you encounter. For example, lawyers do more than go to court and try to recover money for an injured client, although this is an important role. Lawyers also apply contract law when they advise clients about the wisdom of entering a contract and about appropriate terms. Further, lawyers draft contracts after taking into account the goals and circumstances of their clients. Lawyers also negotiate with the other side about appropriate terms and about rights and obligations when something goes wrong, or circumstances change, or a dispute arises. Because the rules and principles of contract law guide the lawyer in all of these roles, it is helpful to ask yourself how you would use a
- Such questions are not insignificant. By enforcing people’s private promises and agreements, contract law recognizes the power of parties to order their own affairs without the intrusion of the government. Contract law allows you and Alice to create your own private law, every bit as legal and significant as pronouncements of a legislature, such as traffic regulations and the determination of criminal conduct. This recognition of “freedom of contract” constitutes one of the core principles of our free-market economy and is a fundamental precept of our political philosophy. Ironically, contract law marshals the resources of government to enforce contracts against contract breakers in order to facilitate parties’
- Now that you have had a taste of what follows, it is time to dig in and learn the details of the best law school subject. One last thought before you proceed: This book is entitled “Principles of Contract Law,” and its goal is to help you learn the subject. Based on the philosophy that learning should be fun and interesting, indeed with the view that learning is enhanced by these attributes, I will make every effort to explain the principles clearly and succinctly, to offer many clarifying illustrations, and even to make you laugh once in a while.
- One further caveat about Article 2. As mentioned, Article 2 governs the sale of goods and we will be referring to it throughout this book. However, the book does not cover Article 2 exhaustively because many of its provisions are treated in upper-class commercial law courses. For now, understand that when an issue arises with respect to a contract for the sale of goods, Article 2 applies. However, if the specific rules of Article 2 fail to govern an issue, common law contract law principles still apply. For example, a judge would refer to the common law to decide the validity of the defense to a claim of breach of contract that a seller or buyer has changed his mind because Article 2 does not address the point. In addition, judges interpret the express rules of Article 2, which may be vague or ambiguous as applied in a particular context. These judicial decisions that interpret the provisions of Article 2 help us to understand its meaning.
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Chapter 6. Policing Contracts 228 results (showing 5 best matches)
- So is (obviously) tortious breach of contract. You might ask, “what are torts doing in a book about contracts principles?” You’re right. Please purchase a book on “Principles of Tort Law” if you want to know all about tort law. However, this book does explore torts that arise in a contract setting, that provide defenses to contractual obligations, and that lead to damages recoveries. So we need to think about some of the basics of tort law for this limited purpose.
- Principles of the Law of Software Contracts § 2.02(c) (2010); see also Ronald J. Mann & Travis Siebeneicher, Just One Click: The Reality of Internet Retail Contracting, 108 Colum. L. Rev. 984 (2008).
- Minors cannot disaffirm contracts for “necessaries” because contract law does not want to discourage people from contracting with minors for goods and services constituting essential needs of the minor. Policing doctrines generally deny enforcement of agreements when something is wrong with the process of forming the agreement or when the discrepancy between what each party receives is too large, or both. For example, contract law declines to enforce an “agreement” between you and your neighbor, Alice, made while you are holding a gun to her head. In addition, contract law balks at enforcing an agreement in which you promise to pay $1 for Alice’s $1000 watch, even if you didn’t use your assault weapon to procure the contract. Of course, overturning the watch contract may be controversial because, motivated by the principle of freedom of contract, people are wary of the government impinging on private arrangements. ...her watch for $1 without being coerced, why shouldn’t the contract...
- Case law thus does not appear to be making dramatic changes to accommodate e-commerce. Both the paper and electronic worlds look (1) for a reasonable presentation of terms so the consumer has an opportunity to review them; and (2) a manifestation of assent by the consumer. To date, legislation governing electronic transactions has been rather narrow and unsuccessful. At this writing, only two states have adopted the Uniform Computer Information Transactions Act (UCITA), which applies to the transfer of computer information, such as software, and not to the sale of goods or services. Further, it has not been endorsed by the American Law Institute. UCITA parallels existing case law by enforcing standard-form contracts only when a person manifests assent after an “opportunity to review” the terms. A person has an “opportunity to review” a term if it is “made available in a manner that ought to call it to the attention of a reasonable person and permit review.” ...American Law Institute’...
- Various courts and writers have tried to define duress, but with limited success. Consider the following definitions: “[T]here must be * * * some threatened exercise of power or authority over [a person’s] person or property which can be avoided only by making the payment.” Each of these definitions gropes towards a principle for defining when contract law should decline to enforce a promise because the promisor did not make the promise of her own free will, but are the definitions successful in guiding courts in particular cases? For example, the last definition surely is too broad. You decided to attend law school, something you would not have done if you didn’t need a job to put food on the table. But contract law hardly allows you to claim that you made your decision So the real question is to determine what kinds of constraints on free will should bar enforcement of promises and what kinds should contract law ignore.
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Chapter 2. Bargain Theory for Enforcing Promises and the Requirement of an Agreement 361 results (showing 5 best matches)
- Electronic contracting raises lots of issues, but the most basic is whether the contract rules of agreement (the material of Part B of this chapter) should apply to this new medium in total, with some refinement, or not at all. Obviously, if the latter, electronic contracting would require a whole new set of rules. Although we are still fairly early in the development of electronic commerce, I am not aware of anyone asserting persuasively the position that contract law must begin anew in the field of electronic contracting. Basic principles, such as that contract law should enforce agreements supported by consideration, that contract law should use an objective “reasonable person” test to determine whether the parties have made an agreement, and that contract law should enforce the prescriptions in offers, seem to apply with equal strength to the electronic contracting medium. But changes in contract law may be necessary to suit this new manner of contracting. For example, in...
- Of course, we have seen (and will continue to see) instances in which technical contract law produces unhappy results, which, in turn, have inspired courts and lawmakers to develop counter-principles and exceptions. (Think, for example, of contract law’s treatment of the preexisting duty rule. revocation of offers after assurances that they will stay open for a period of time is no exception. A series of exceptions mitigates the harshness of the rule by creating bars to revocation. First, consider the option contract exception. Suppose you promised to leave your offer open until January 31 in exchange for Alice paying you $10. You and Alice have entered a bargained-for exchange, called an option contract, and your promise to leave the offer open until January 31 is enforceable. This should not be controversial because the option contract is like any other enforceable contract. Note, of course, that the option contract is secondary to the principal proposed exchange, namely the sale
- One of the “principles” of contract law that you will read over and over again in judicial opinions is that courts are not supposed to weigh the adequacy of consideration. what something is worth and third parties (i.e., government officials such as judges) should not interfere with their decision. In this way, private parties create their own law to govern their private transactions. As early as 1851, a court, considering whether a worthless invention was good consideration for a promise to pay for it, captured this principle in the following way:
- Principles of the Law of Software Contracts § 2.01(b)(2) (2010).
- See, e.g., Pope v. Savings Bank of Puget Sound, 850 F.2d 1345, 1356 (9th Cir. 1988) (referring to this principle as “the first lesson in contracts”); Kazan v. Dough Boys, Inc., 201 P.3d 508, 513–14 (Alaska 2009) (“[W]e generally do not examine the adequacy of the consideration agreed upon by the contracting parties and instead leave the bargaining to them * * *.”); see also 3 Samuel Williston and Richard A. Lord, A Treatise on the Law of Contracts § 7.21, at 383 (4th ed. 1995) (“[T]he law will not inquire into the adequacy of consideration so long as the consideration is otherwise valid to support a promise.”).
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Chapter 3. Additional Theories for Enforcing Promises 199 results (showing 5 best matches)
- The American Law Institute’s Principles of the Law of Software Contracts, which applies to, you guessed it, software transfers, drops the “basis of the bargain” test in favor of a requirement that “a reasonable transferee could rely” on the express warranty. See § 3.02(b) (2010).
- Section 2–316(1) governs the exclusion or modification of express warranties. The section constitutes a small victory for buyers. Although it directs courts to try to construe language creating and nullifying express warranties consistently, the section codifies the idea that the seller is responsible for any inconsistencies between statements that cannot be resolved. If the contract states that a used car will get 36 miles per gallon, but also disclaims all warranties, section 2–316(1) directs courts to construe the ambiguity created by the contradiction against the seller. The express warranty of 36 miles per gallon should survive. The American Law Institute’s Principles of the Law of Software Contracts, which, as the name suggests, applies to contracts for the transfer of software, bars enforcement of an express warranty disclaimer if the software user reasonably would not expect the disclaimer. The theory of the software principles is that the admonition in UCC section 2–316(1)...
- See § 3.06(a) of the Principles of the Law of Software Contracts (2010). UCC section 2–316, cmt.1 explains what the drafters were trying to achieve with the “consistency” test: Section 2–316(1) is meant to “protect a buyer from unexpected and unbargained language of disclaimer * * *.” Section 3.06(a) of the software principles follows this comment more directly by applying an expectation test.
- Sparks, 750 P.2d 338; see also Sullivan v. William A. Randolph, Inc., 504 F.3d 665, 668 (7th Cir. 2007) (“Actions can speak as loud as words. That is a general principle of contract law * * *. ‘An agreement implied in fact is “founded upon a meeting of minds, which, although not embodied in an express contract, is inferred, as a fact, from conduct of the parties showing, in the light of the surrounding circumstances, their tacit understanding.” ’ ”) (citations omitted).
- The theory of unjust enrichment has many alternative names, such as quantum meruit, restitution, quasi-contract, and contract implied in law. There are technical and historical differences among these principles, but at bottom they all refer largely to the following: When a party confers a benefit on another party and it would be unjust for the recipient to retain the benefit without paying for it, the law imposes an obligation on the recipient to pay or return the benefit. As one court has said, an action for recovery based upon unjust enrichment “is based upon the universally recognized moral principle that one who has received a benefit has a duty to make restitution when to retain such benefit would be unjust.” ...arises in several settings related to exchange transactions, but as you can see from the above quotation, the theory is not based on an agreement between the parties, but on the justice of requiring one party to disgorge a benefit received from the other...
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Chapter 5. Remedies 333 results (showing 5 best matches)
- A helpful approach to the study of expectancy damages is to sample the expectancy damages awarded in various contexts. Here we consider construction contracts, employment and other service contracts, and sales of goods and land. Although the principles that emerge are not always unique to a particular context, after becoming familiar with how the principles operate in one context, you will be able to apply them to other types of contracts.
- Although we have focused on contract expectancy damages in various contexts, general principles have emerged. The goal in each context is the same—to give the injured party the money equivalent of what she expected from performance. Moreover, we have set forth various formulae for achieving this goal. Each formula takes into account the position the injured party is in after the breach and the position the injured party would have been in had there been no breach. Contract law then awards money damages to move the injured party from the former to the latter position.
- An interesting general treatment of economic analysis of contract law, with a discussion of several cases you will read in your contracts course, is Victor Goldberg, Framing Contract Law (2006).
- It is time to introduce an important limitation on lost expectancy recoveries that applies in all cases, variously called the mitigation principle, the duty to minimize damages, and the avoidable consequences principle. This limitation is well-illustrated by injured builder situations. Suppose again that you repudiate after Ajax has already performed $50,000 of the work. Ajax ignores your repudiation and finishes the house, which costs an additional $70,000. Ajax then seeks $150,000, the contract price. Contract law doesn’t reward Ajax’s stubbornness, but will only award $80,000, as above.
- Suppose an employer wrongfully terminates an employee. The employee is entitled to any unpaid salary up to the time of the breach and her salary for the remaining term. But the employee must try to minimize her damages. Contract law deducts from her recovery any salary she makes or could have made by accepting reasonable substitute employment. If you have a contract to work for one year for Paul’s Piano Tuners for $4000 per month and Paul’s wrongfully terminates you after paying you for one month, you are entitled to $44,000 ($4000 per month for eleven months) minus what you make or could have made in a reasonable substitute job. The mitigation principle creates incentives for you to find substitute work instead of lying around and watching soap operas on TV.
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Chapter 10. Third Parties 130 results (showing 5 best matches)
- Apart from trusts, early contract law generally required a party to be in privity of contract in order to sue. extend the right to sue to non-parties was understandable because of the fear that over-extension of the right to sue on other people’s contracts could deter promisors from entering contracts. For example, the manufacturer in our earlier example who agreed to pollution limits in a contract with the city may have thought twice about contracting if each and every citizen could sue it for breach of the agreement. Further, over-extension could tax the courts. Think of the potential caseload if each citizen could sue over the pollution excesses of the manufacturer. Finally, contract law is supposed to be based on assent. To be consistent with this principle, the manufacturer should be liable to individual citizens only if the manufacturer agreed to accept such liability.
- See, e.g., Verosol B.V. v. Hunter Douglas, Inc., 806 F.Supp. 582, 586 (E.D. Va. 1992) (“Under well-settled principles of contract law, a stranger to a contract ordinarily has no rights under the contract and cannot sue to enforce it.”); Copiers Typewriters Calculators, Inc. v. Toshiba Corp., 576 F.Supp. 312, 322 (D. Md. 1983) (“Absent some recognized exception, it is hornbook law that only the parties to a contract can enforce it and that they may enforce it against only the parties to the contract.”).
- As with third-party beneficiary law, a principle issue is whether Taylor can sue Alice directly if she doesn’t pay him. Third-party beneficiary law resolves the question of who can sue by looking at the intent of the contracting parties. Assignment law asks whether the assignment materially changes Alice’s obligation. This depends on what you and Alice intended to get out of your contract. In our example, Alice wanted her lawn mowed and she should not care very much whether she pays you or Taylor. So it is likely that the parties did not intend to prohibit the assignment of your right to payment. Alice must pay Taylor and Taylor can sue her if she does not. Further, once you assign your right, you cannot sue Alice.
- Again assume an executory contract in which you promise to mow Alice’s lawn for $40. Suppose you “assign the contract” to Taylor. Contract law treats the assignment of the contract as both an assignment of your rights under the contract to the $40, and a delegation of your duty to mow Alice’s lawn. (This rule is only a “default” rule, meaning that it only applies in the absence of proof of other intentions. For example, if your “assignment of the contract” to Taylor clearly stated that it constitutes only an assignment of rights to the $40, but not a delegation of your duties to Taylor, contract law would enforce those intentions.)
- Let’s stick with the latter example to illustrate the delegation of duties. The local hardware store may purchase inventory from a wholesaler on credit. As part of the sale of its business to True–Value, the latter may agree to pay all of the local hardware store’s debts. We say that the local store has delegated the duty to pay to True–Value. Now let’s look more closely at general contract law principles that apply to assignment and delegation (leaving for advanced courses the ins and outs of Article 9).
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Chapter 9. Grounds for Excusing Performance 151 results (showing 5 best matches)
- Id. at 101–103 (discussing, among other things, corrective justice and morality). Section 3.05(b) of the Principles of the Law of Software Contracts requires disclosure in this context.
- 20th Century Lites, Inc. v. Goodman, 149 P.2d 88, 92 (Cal. App. Dep’t Super. Ct. 1944) (“[B]oth parties thereto were excused from further performance.”); Butterfield v. Byron, 27 N.E. 667, 667 (Mass. 1891) (“[D]estruction of [house] without the fault of either of the parties will excuse performance of the contract, and leave no right of recovery of damages in favor of either against the other.”) (citing Taylor v. Caldwell, 122 Eng. Rep. 309 (Q.B. 1863)); see also Andrew Kull, Mistake, Frustration, and the Windfall Principle of Contract Remedies, 43 Hastings L. Rev. 1, 1 (“A substantial body of case law supports an important but unacknowledged rule of contract doctrine: that the proper legal response to certain problems resulting from contracts that are ‘incomplete’ * * * is to leave the parties alone.”).
- See Restatement (Second) of Contracts § 261; Moyer v. Little Falls, 510 N.Y.S.2d 813, 814 (Sup. Ct. 1986) (“[UCC 2–615] has been applied in non-commercial cases * * *. [S]uch a provision suggests an underlying policy of the law to protect a contracting party from unforeseeable hardships.”).
- The third requirement focuses on whether the parties made a “mistake.” By mistake, courts are not talking about the dictionary meaning of the word. The parties would be mistaken in the dictionary sense if they thought that Rose was barren, but understood the possibility that she was not. But that would not be enough for a legal mistake, legal in the sense that it would give the Walkers the legal ground to avoid the contract. A useful way of thinking about a legal mistake is to ask whether the parties contracted on the basis of a set of facts that they took as true (Rose is barren) or whether they contracted on the basis of some conjecture as to the facts (Rose is probably barren). Contract law excuses the Walkers from their contract only in the former case.
- Incidentally, you can obtain judicial relief of another kind if you and Alice had agreed on a price of $127 before you committed your arithmetical error, but she now insists on holding you to the $37 contract. Contract law seeks to enforce the contract the parties intended to make, not the one that results from a failure to record the terms correctly on paper. So you can ask the court to reform (rewrite) your contract to reflect the true price.
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Index 313 results (showing 5 best matches)
- PRINCIPLES OF THE LAW OF SOFTWARE CONTRACTS,
- Rolling contracts, limitations of agreement law, 87–89
- SOURCES OF CONTRACT LAW
- Tortious breach of contract. Fraudulent and other misrepresentations, fraudulent concealment, and tortious breach of contract, above
- Policing contracts, special problems of standard form contracts, 262–265
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Title Page 2 results
Preface to the Third Edition 2 results
- The prefaces to the first and second editions (on the following pages) set forth my goals, organization, and the scope of this book. In this third edition, I have added new discussions of accord and satisfaction and arbitration and have supplemented the material on, among other things, duty to disclose, fault in contract law, liquidated damages, restitution, and unconscionability. I have also added cases to the footnotes throughout the book that have arisen since the publication of the second edition. These cases illustrate how the core concepts and principles of contract law discussed in the text remain crucial today. As with the second edition, I have tried to catch typos and have clarified some obtuse language to make this third edition as clear as possible.
- Worth repeating is my confidence that you will enjoy your contracts course and, hopefully, this book. (To determine whether I have just made an express warranty, please see Chapter 3, Part C of this book.)
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Chapter 7. The Parol Evidence Rule and Contract Interpretation 187 results (showing 5 best matches)
- In this part, we assume that any battles over the admissibility of evidence are over. One question for discussion is how does contract law use admissible evidence to determine the meaning of contract language? In addition, how does contract law fill gaps in contracts.
- Once we understand what evidence courts can use to interpret a contract, we shall look in Part B of this chapter at the rules of contract interpretation, which are the rules contract law uses to ascertain the meaning of the words in a contract. Part B also examines the process by which courts fill gaps in incomplete contracts.
- The reason for the parol evidence rule should be clear from this example. The rule deters untruthful attacks on the terms of contracts. You can rest assured that you have a contract for the sale of your piano for $500, and that Alice cannot weasel her way to a lower price. Application of the parol evidence rule thus helps assure that contract law carries out the intentions of the parties.
- Portell v. AmeriCold Logistics, LLC, 571 F.3d 822, 824 (8th Cir. 2009) (“ ‘The cardinal principle of contract interpretation is to ascertain the intention of the parties and to give effect to that intent.’ We read the contract as a whole and give the terms their ‘plain, ordinary, and usual meaning.’ ”) (quoting Dunn Indus. Group, Inc. v. City of Sugar Creek, 112 S.W.3d 421, 428 (Mo. 2003) (per curiam)); Hilman v. Hilman, 2003 WL 21766254, *2 (Tenn. Ct. App. 2003) (“The cardinal rule for contract interpretation is to ascertain the parties’ intentions from the contract as a whole and to give effect to that intention consistent with legal principals.”).
- As with other legal categories (for example, larceny, fraud, duress, duty), good faith helps clarify the law by linking or grouping common kinds of conduct and the manner in which the law relates to this conduct. By denominating the issue one of “good faith modification,” for example, a court entertaining the buyer’s claim signals that the issue involves whether the seller seeks to extract additional gains by taking advantage of the buyer’s exigent position. Further, by denominating conduct as good or bad faith, contract law increases the incentive of contracting parties such as the seller to abide by the spirit of the contract in order to create or maintain a good reputation and good will.
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Chapter 8. Conditions and Breach 162 results (showing 5 best matches)
- Let’s introduce the new principles so you can familiarize yourself with the terminology, then return to them in detail in the body of this chapter. Chapter 8 concerns things that can go wrong during contract performance and explains how to draft terms in advance to take care of these exigencies. Generally, mishaps fall into two categories, problems with the order of performance (who must perform first) and with the quality of performance (was the performance good enough). Let’s begin with order-of-performance issues. Consider again your contract with Alice to mow her lawn. Notice that Alice promised to pay you $40 that you mow her lawn on Saturday, a job you have promised to do. Contract law says your mowing is an “express promissory condition precedent” (pronounced prec dent if you want to impress your teacher) to Alice’s duty to pay. You have promised to mow, hence the “promissory” part of the name of what you are to do. Further, Alice agreed to pay on condition that you mow,...
- El Dorado Hotel Props. v. Mortensen, 665 P.2d 1014, 1017 (Ariz. Ct. App. 1983) (discussing Restatement (Second) of Contracts § 234); Edwin W. Patterson, Constructive Conditions in Contracts, 42 Colum. L. Rev. 903, 919 (1942) (“The policy of the law, here as in the tendency to construct concurrent conditions, is to minimize credit risks. If employers usually present less credit risks than employees, the rule of construction effectuates this end. That colleges and theaters ordinarily require payment in advance for the services which they furnish merely exemplifies the operation of the principle.”).
- Contract law analyzes this problem by asking whether the contract between Wall Drug and Simon’s was “entire” or “divisible.” In an entire contract, the parties agree to a “ ‘single whole, so that there would have been no bargain whatever, if any promise or set of promises were struck out.’ ” In a divisible contract (also called a “severable” contract), the parties’ promises “can be apportioned into corresponding pairs of part performances so that the parts of each Here are the ramifications of this new classification: In determining whether Wall Drug must pay for the five signs, if the Wall Drug contract is entire, we ask the now familiar question of whether Simon’s breach was material. If the contract is divisible, however, Wall Drug must pay for each divisible portion of the contract that Simon’s successfully performed, meaning that Wall Drug must pay for five signs. Contract law determines whether a contract is entire or divisible based on the parties’ intentions. In the absence of
- Id. at 926. For more on mitigation of damages, see Chapter 5 at notes 70–81; 116–134, and accompanying text; see also Saewitz v. Epstein, 6 F. Supp. 2d 151, 156 (N.D.N.Y. 1998) (“[The] principle, known as the doctrine of anticipatory repudiation, provides that when there has been a repudiation of the contract by one party before the time for his performance has arrived, the other party may treat the entire contract as breached * * *.”).
- International Ass’n of Firefighters Local 1596 v. City of Lawrence, 798 P.2d 960, 969 (Kan. Ct. App. 1990) (“Under a contract of service, the employee must render the service before payment is due.”) (citing 6 Samuel Williston & Walter H. E. Jaeger, Treatise on the Law of Contracts 85 (3d ed. 1962)); Restatement (Second) of Contracts § 234(2).
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Preface to the First Edition 9 results (showing 5 best matches)
- 5. The book covers all of the major issues of contract law and discusses in text most of the leading contracts cases that appear widely in the various contracts casebooks.
- I have written this book to help students understand and apply the greatest of law subjects, namely contract law. But it is not a substitute for hard work. I strongly recommend that you read and study the cases in your casebook, take feverish notes in class, and synthesize the material in your own outline of the course. You should use this book to review concepts, to clarify issues that give you trouble even after all your diligent work, and to help you understand how everything fits together. The book should also prepare you well for contracts questions on the bar exam (so keep it in good shape).
- To get a feel for the nature and scope of this book, please take a look at Chapter 1, which is an introduction. Here I simply want to list some of the book’s attributes that will facilitate your understanding of contract law:
- Enough Said. Hope you enjoy contract law and this book!
- 3. For ease of reading and understanding, the book omits annoying textual footnotes that often confuse the reader or make issues more difficult and complex than necessary. Instead, the footnotes cite cases, articles, and treatises, with most including short quotations to substantiate positions taken in the text. But for a straightforward explanation of rules and principles, you don’t have to look at the footnotes at all.
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Chapter 4. The Statute of Frauds 111 results (showing 5 best matches)
- Both the Hawaii and UCC statute of frauds also provide that an authorized person may sign the writing on behalf of a contracting party. The law of agency governs the meaning of “authorization,” a subject beyond the scope of most first-year contracts courses.
- Many contracts courses focus on three categories of contracts that must be in writing for enforcement. These are contracts for the sale of land or any interest in land (subsection 4 of the Hawaii statute), contracts that cannot be performed within one year from the time of contract formation (subsection 5 of the Hawaii statute), and contracts for the sale of goods (UCC section 2–201). Let’s discuss each of these briefly.
- Well, I have only written one paragraph in this chapter and already I must issue a caveat. Contract law is trying to keep up with dramatic technological advances in communication. In the computer age, we are all making contracts over the internet and even via e-mail. “Writings” may soon be largely a thing of the past. So, a proposed amendment to the statute of frauds for the sale of goods requires only the “authentication or adoption” of certain contracts in a “record.” Technology has also driven changes in laws affecting the statute of frauds for other kinds of agreements. Laws in flux can be challenging to describe. My strategy in this chapter will be to discuss the traditional statute of frauds, but to supplement the discussion by highlighting some proposed or adopted changes.
- As I already mentioned several times (try to listen), section 2–201 of the UCC requires a writing when the sale of goods is “for the price of $500 or more.” But another proposed amendment to section 2–201 showed the effect of inflation. Under the amendment, contracts for the sale of goods of a price of $5000 or more require a writing. This provision is currently not the law in any state.
- Law professors have lots of fun with contracts that are “not to be performed within one year from the making thereof.” So, if you hire a young man to work for you for his life, the statute of frauds does not require a writing. The contract can be performed within one year, if (God forbid) the young man dies in a week. for you for his life. But if you hire a 98-year-old man to work for you for 366 days, even though he was diagnosed with a terminal case of the plague when he was 80 and given one year to live (he’s a walking miracle), the statute of frauds requires a writing. The contract to employ the 98-year-old man cannot be performed in a year, even though he might die before 366 days pass. The old guy’s death would end the contract, but the contract would not have been performed, it would only be excused.
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Preface to the Second Edition 3 results
- Why write a second edition, you probably are wondering, in light of the first paragraph above. Well, for one thing, I have edited and revised several sections of the book, mainly to keep up with how changes in technology have influenced contract law. For another, I have supplemented the footnotes with recent cases, including quotations from the cases (as in the first edition). I added cases, not so you will get bogged down reading the footnotes (there are still only a few textual footnotes), but to help you capture how recent decisions treat the core concepts discussed in text and to aid you in your research of recent contract law. Finally, I have caught the typos and cleaned up some obtuse language (I hope) that students using the first edition have enjoyed telling me about.
- I am confident that you will enjoy your contracts course. Hopefully, you will enjoy this book. Good luck!
- My goals, organization, and the scope of this book remain the same as in the first edition. In fact, lots of text remains intact. So carefully peruse the Preface to the first edition if you want to know what this book is all about.
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Table of Contents 71 results (showing 5 best matches)
Advisory Board 10 results (showing 5 best matches)
- Professor of Law Emeritus, University of San Diego Professor of Law Emeritus, University of Michigan
- Professor of Law, Chancellor and Dean Emeritus, University of California, Hastings College of the Law
- Professor of Law, Michael E. Moritz College of Law,
- Professor of Law, Washington & Lee University School of Law
- Professor of Law, Yale Law School
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Copyright Page 3 results
- The publisher is not engaged in rendering legal or other professional advice, and this publication is not a substitute for the advice of an attorney. If you require legal or other expert advice, you should seek the services of a competent attorney or other professional.
- West, West Academic Publishing, and West Academic are trademarks of West Publishing Corporation, used under license.
- Printed in the United States of America
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- Publication Date: December 6th, 2013
- ISBN: 9780314288943
- Subject: Contracts
- Series: Concise Hornbook Series
- Type: Hornbook Treatises
- Description: This overview of contract law explains concepts clearly and concisely, in an informal, humorous style. For ease of reading and understanding, the book refrains from including complex textual footnotes. Instead, the footnotes cite cases, with most including short quotations to substantiate assertions made in the text. The book also contains numerous examples and illustrations. Cross references enable readers to review concepts that constitute building blocks for the current material.