Contract Law Summary and Exam Preparation

This discussion is comprise three lectures covering the fundamental principles of contract law, from its origins and formation to the consequences of non-performance. The first lecture focuses on contract formation, detailing essential elements like mutual assent, offer, acceptance, consideration, capacity, and legality, as well as potential defenses. Building upon this, the second lecture explores contract interpretation, different standards for performance under common law and the U.C.C., the role of conditions, and the implications of breach, including anticipatory repudiation and the rights of third parties. Finally, the third lecture examines contract remedies, outlining legal damages (expectation, consequential, incidental) and equitable remedies (specific performance, injunctions, rescission), along with doctrines like restitution, quasi-contract, and defenses that can limit recovery.

The four essential elements are mutual assent (offer and acceptance), adequate consideration, capacity, and legality.

A bilateral contract involves an exchange of promises, becoming binding when promises are exchanged. A unilateral contract involves a promise in exchange for performance, becoming binding only upon completion of the requested act.

The mirror image rule requires that an acceptance must exactly match the terms of the offer; any different or additional terms are considered a counteroffer, not an acceptance.

The mailbox rule states that an acceptance is effective upon dispatch. Revocations, rejections, and counteroffers are effective upon receipt.

Consideration is the value given in return for a promise, typically a bargained-for exchange of something of legal value.

Promissory estoppel is an equitable doctrine where a promise is enforceable without consideration if the promisee reasonably relied on the promise to their detriment, and injustice can only be avoided by enforcing the promise.

A void contract is unenforceable from the beginning, lacking legal force. A voidable contract is initially valid and enforceable but can be legally avoided or canceled by one of the parties.

Defenses to contract formation include fraud, illegality, lack of capacity, mistake, duress, and undue influence.

The primary purpose of expectation damages is to put the non-breaching party in the same economic position they would have been in had the contract been fully performed.

Liquidated damages clauses are generally enforceable if actual damages were difficult to estimate at the time of contracting, the amount is a reasonable pre-estimate of likely loss, and the clause is not a penalty.