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