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Contracts: Examples & Explanations by Caveat: this outline is based on Prof. Butkin's syllabus, which may or may not change through the course of the course. Some things may be omitted, some things may be added.
I. Introducton to Contracts
II. Classical Basis of Contractual Obligation (Con 60)
A. Intention to be Bound: Objective Theory of Contract
B. Offer and Acceptance CON39 CON61
1. Bilateral Contracts CON45
2. Unilateral Contracts CON45
C. Consideration CON67
1. What is Consideration?
2. What isn't Consideration? CON71, CON21, CON22
D. Contract Formation Under Art. 2 of the UCC CON 65
1. Mutual Assent under the UCC
2. Irrevocability by Statute under Art. 2 of the UCC (intro to special rules for "Merchants" under Art. 2.
3. Qualified Acceptance: The Battle of the Forms
E. Electronic and Layered Contracting
III. Liability in the Absence of a Bargained-for Exchange: Reliance on Gratuitous Promises, Unaccepted Offers, and the Principle of Restitution
A. Protection of Promisee Reliance: The Doctrine of Promissory Estoppel CON52
1. Promises Within the Family
2. Charitable Subscriptions
3. Promises in Commercial Context
B. Liability in the Absence of Acceptance: Option Contracts, Offeree Reliance, and Statutory Limitations on Revocation
1.The Option Contract as a Limitation on Offeror's Power to Revoke Limiting: What is an Option Contract and When are They Enforceable? CON41
2. Offeree's Reliance on an Unaccepted Offer as a Limitation on Revocability
3. Option Contracts under UCC Art. 2-205
4. Review Problems: Contract Formation and Irrevocability of Offers
C. Liability for Benefits Received: The Principle of Restitution CON43
1. Restitution in the Absence of Promise
2. Restitution as a Basis of Recovery when a Contract is Unenforceable
3. Promissory Restitution: The Material Benefit Rule
IV. Statute of Frauds: Required Formality CON11
A. General Principles
1. Scope of the Statute: Sufficiency of the Writing
2. Exceptions Based on Reliance
3. The Sale of Goods and the Statute of Frauds
V. The Meaning of the Agreement: Principles of Interpretation and the Parol Evidence Rule
A. Principles of Interpretation CON35
1. General Principles
2. Standardized Agreements
B. The Parol Evidence Rule CON06
1. The Common Law Rule
2. The UCC Rule and the Importance of Trade Usage
VI. Supplementing the Agreement CON25
A. Reasons for Implied Terms
B. Implied Obligation of Good Faith CON26
C. Warranties CON28
VII. Avoiding Enforcement: Incapacity, Bargaining Misconduct, Unconscionability and Public Policy
A. Minority and Mental Incapacity CON15
B. Duress and Undue Influence CON16
C. Misrepresentation and Nondisclosure CON19
D. Unconscionability CON17
VIII. Mistake CON18
A. Mutual Mistake
B. Unilateral Mistake
IX. Changed Circumstances between Contract Formation and Time of Performance: When is Performance under a Contract Excused?
A. Impossibility, Impracticability, and Frustration CON77
B. Contract Modificiation CON69
X. Breach of Duty
A.Express Conditions
B. Substantial Performance and Material Breach CALISAL01
C. The "Perfect Tender Rule" of UCC Art. 2.
D. Anticipatory Repudiation CON36
XI. Expectation Damages
A. Introduction to Expectation Damages
B. Limitations on the Recovery of Expectation Damages
1. Foreseeability
2. Causation and Certainty
3. Mitigation of Damages
C. Non-Recoverable Damages: Attorneys Fees, Emotional Distress, Punitive Damages
XII. Alternatives to Expectation Damages
A. Reliance Damages
B. Restitution Damages
C. Availability of Specific Performance as an Expectation Remedy
D. Agreed Remedies: Liquidated Damages and Penalty Clauses
XIII. Buyer's and Seller's Remedies under UCC Art. 2
