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First Year Study Resources: Contracts

This guide maps study aids available through the MLIC to First Year Courses. Important Caveat: These are meant to be supplementary. ALWAYS do your course reading before looking here.


Need a CALI account? Go to and "Create Account". You'll need a registration code, which you can obtain by going to TWEN -> Add a Course -> MLIC.

West Academic

West Academic requires a separate account from Westlaw (they are different companies). You must use your TU email address to register and create an account. Once you've created an account you can download their app and download their audio books and ebooks.

Contracts (print) study aids

Available on Reserve in the MLIC.

Contracts: Prof. Butkin

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

Contracts Online Study Aids

Audio Ebooks