Chapter 1: Overview of Contract Law
Introduction to Contract Law
Definition of a Contract
Historical Context and Development
Sources of Contract Law
Common Law
Uniform Commercial Code (UCC)
Restatements
International Principles (CISG)
Types of Contracts
Bilateral vs. Unilateral Contracts
Express vs. Implied Contracts
Executory vs. Executed Contracts
Void, Voidable, and Unenforceable Contracts
Fundamental Principles
Freedom of Contract
Pacta Sunt Servanda (Agreements Must Be Kept)
Good Faith and Fair Dealing
Chapter 2: Contract Formation
The Offer
Definition and Elements
Communication of the Offer
Intent to Be Bound
Definiteness and Certainty
Duration and Termination of Offers
Acceptance
Definition and Elements
Methods of Acceptance
Mirror Image Rule
Communication of Acceptance
Consideration
Definition and Importance
Bargain Theory
Adequacy of Consideration
Past Consideration and Moral Obligation
Exceptions to Consideration (Promissory Estoppel, Quasi-Contract)
Chapter 3: Capacity and Legality
Capacity to Contract
Minors
Mental Incapacity
Intoxication
Legality of Contracts
Contracts Contrary to Statute
Contracts Contrary to Public Policy
Unconscionable Contracts
Chapter 4: Defenses to Contract Formation
Mistake
Mutual Mistake
Unilateral Mistake
Misrepresentation and Fraud
Innocent Misrepresentation
Fraudulent Misrepresentation
Remedies
Duress and Undue Influence
Definition and Elements
Impact on Contract Validity
Illegality
Illegal Contracts
Effects and Exceptions
Statute of Frauds
Contracts That Must Be in Writing
Requirements for a Sufficient Writing
Chapter 5: Performance and Breach
Conditions
Conditions Precedent
Conditions Subsequent
Concurrent Conditions
Performance
Complete Performance
Substantial Performance
Divisibility of Contracts
Breach of Contract
Material vs. Minor Breach
Anticipatory Repudiation
Remedies for Breach
Chapter 6: Remedies
Legal Remedies (Damages)
Compensatory Damages
Consequential Damages
Punitive Damages
Nominal Damages
Liquidated Damages
Equitable Remedies
Specific Performance
Injunctions
Rescission and Restitution
Mitigation of Damages
Duty to Mitigate
Impact on Recovery
Chapter 7: Third-Party Rights
Assignment and Delegation
Assignment of Rights
Delegation of Duties
Third-Party Beneficiaries
Intended vs. Incidental Beneficiaries
Rights of Third-Party Beneficiaries
Chapter 8: Special Contractual Issues
Contracts for the Sale of Goods (UCC)
UCC Article 2 Overview
Formation under the UCC
Performance and Breach under the UCC
Warranties
E-Contracts and Digital Transactions
Formation and Validity of E-Contracts
Electronic Signatures
Online Terms and Conditions
International Contracts
CISG Overview
Key Differences from U.S. Contract Law
Choice of Law and Jurisdiction
Chapter 9: Contract Interpretation
Rules of Interpretation
Plain Meaning Rule
Parol Evidence Rule
Ambiguities and Contradictions
Interpretation Aids
Course of Performance
Course of Dealing
Usage of Trade
Chapter 10: Governmental and Regulatory Impact on Contracts
Consumer Protection Laws
Unfair and Deceptive Acts and Practices
Truth in Lending
Antitrust Laws
Impact on Contracts
Illegal Restraints of Trade
Employment Contracts
At-Will Employment
Non-Compete Agreements
Employment Discrimination