1. Types of Contracts
2. Contract Formation
3. Damages/Remedies
4. Issues of the Writing
5. Common Law V. UCC
5.1. Generally common Law governs contracts. However, special rules under the Uniform Commercial Code (UCC) were developed for contracts involving the sale of goods. Article 2 of the UCC is the governing body in contracts for the sale of goods where both common law and UCC will apply
5.1.1. Sale: A contract in which a good passes from the seller to the buyer for a price
5.1.2. Good: Article Two (2-105) Defines a good as all things that are tangible and movable at the time they are identified as goods to be sold under the contract.
5.1.2.1. Includes the sale of Unborn animals, growing crops
5.1.2.2. IS NOT: Money, Real estate, Services or securities.
5.1.3. Both apply in mixed contracts, but each applies to their respective areas
5.1.4. Merchants:
5.1.4.1. Those who regularly deal in goods of the kind sold or who otherwise by their occupation, hold themselves to special skills or knowledge peculiar to the goods/services involved
6. Performance of the Contract
7. Termination of the Contract
8. Excuse/ Defenses to nonperformance/ Avoidance Doctrines.
9. Sources of Contract Law
9.1. Statutory Laws
9.1.1. Uniform Commercial Code (UCC)
9.1.1.1. Applies to all (not just merchants)
9.1.1.2. Used in the sales of all goods
9.1.1.2.1. Goods are all things that are move-able or tangible at the time of identification of the contract for sale
9.1.1.3. Supplements Common Law in mixed transactions, but can be independent.
9.2. Judicial Decision
9.2.1. Case Law
9.2.2. Legal Precedent
9.2.3. Stare Decisis- to stand by decision
9.3. Treatsies/Hornbooks
9.3.1. Common Resources about the law, typically explain statutes.
9.4. Restatement of Contracts
9.4.1. Common Law
9.4.1.1. Not universal.
9.4.1.2. Must be adopted by the various jurisdictions
9.4.2. Formed by the American Law Institute
9.4.2.1. Recognized representatives for the field come together to define what the law should be.
9.4.2.1.1. Not binding unless adopted by the jurisdiction.
10. Why/What is a Contract
10.1. What
10.1.1. A contract is a promise or set of promises the law will enforce
10.1.1.1. A promise is a manifestation of intention to act or refrain from acting in a specific way so made as to justify the promisee an understanding that a commitment has been made
10.1.1.1.1. Promisor- person manifesting intent (Offeror)
10.1.1.1.2. Promisee- Person to who the manifestation is adressed (Offeree)
10.1.1.1.3. Beneficiary- The third party that benefits from the contract (other than the promisee)
10.2. Why?
10.2.1. To help with promises and set them as enforceable
11. Enforce-ability of Contracts
11.1. Legally Enforcable
11.1.1. Ads, under certain conditions
11.1.2. Offers by professionals
11.1.2.1. Opinions unless it meets offer Criteria
11.2. Unenforceable Contracts
11.2.1. Contracts to carry out illegal acts
11.2.2. Social Contracts
12. Defined: A contract is a promise or set of promises , for the breach of which the law gives a remedy or the performance of which the law in some way recognizes as a duty
13. Rights and Duties of the 3rd parties to the contract
13.1. Third Party Beneficiaries
13.2. Assignment of the Rights
13.3. Delegation of the Duties
13.4. Mixed Assignment and Delegation
13.4.1. Results form the contract being assigned, rather than the right.
13.4.1.1. This causes the assignment of the rights and the delegations.