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Contracts Outline - Penn Law

Contracts Outline - Penn Law

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Published by: Jason Henry on Jan 03, 2012
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David CastlemanFall 2003Prof. MadisonContracts OutlineI.Elements of Contract (3)II.Mutual Assent (4)A.Offer and Acceptance (6)1.Offer (6)a)Preliminary Negotiations (7) b)Written Memorials (8)c)Revocation (8)2.Acceptance (9)a)Mirror Image Rule (9) b)Acceptance by Mail (10)c)Acceptance by Performance (10)d)Acceptance by Silence (11)3.E-Commerce (11)B.Interpreting the Agreement (11)1.Ambiguous Terms (11)2.Filling Gaps (13)3.Adhesion (14)4.Discerning Terms (15)a)Battle of the Forms (15) b)Terms that Accompany Product (16)C.Assent in Writing (16)1.Statute of Frauds (16)2.Parol Evidence Rule (18)III.Enforceability (20)A.Consideration (20)1.Bargains v. Gratuitous Promises (21)2.Moral Consideration (21)3.Modification and Preexisting Duty Rule (22)4.Adequacy (23)B.Intention to be Legally Bound (23)C.Promissory Estoppel (24)1.Substitute for Consideration (25)a)Family Promises (25) b)Charitable Acts (25)c)Construction (25)2.Alterative to Breach of Contract (26)3.Statute of Frauds (26)4.Current Application (27)1 of 50
IV.Performance and Breach (27)A.Implied Duty of Good Faith (27)B.Conditions and Constructive Conditions (27)C.Substantial Performance and Material Breach (28)V.Defenses (29)A.Capacity (29)B.Improper Consent (30)1.Misrepresentation (30)2.Duress (32)3.Undue Influence (33)4.Unconscionability (33)C.Failure of Basic Assumption (34)1.Mistakes of Present Existing Facts (34)a)Mutual Mistake (35) b)Unilateral Mistake (36)c)Duty to Disclose (36)2.Changed Circumstances (37)a)Impossibility and Impracticability (37) b)Frustration of Purpose (39)c)Long Term Contracts (39)VI.Remedies (40)A.Types of Damages (40)1.Expectation and Reliance (41)2.Restitution (44)B.Limitations on Damages (45)1.Unforseeability (45)2.Uncertainty (45)3.Avoidability (46)C.Liquidated Damages and Penalties (48)D.Specific Performance (49)1.Land and Goods (49)2.Personal Services (50)2 of 50
Elements of Contract
The Restatement (Second) of Contracts
1. Group of common law principles, with some innovations not in the common law, thatare useful in clarifying the majority principle.2. Very influential – while NOT a statute and binding on courts per se, some courts haveadopted portions to be their state’s common law.3. Originally published by Williston and Corbin.
Restatement (Second) § 1. Contract Defined
A contract is a promise or a set of promises for the breach of which the law gives aremedy, or the performance of which the law in some way recognizes as a duty.
Restatement (Second) § 2. Promise; Promisor; Promisee; Beneficiary
(1) A promise is a manifestation of intention to act or refrain from acting in a specifiedway, so made as to justify a promisee of which the law in some way recognizes as a duty.(2) The person manifesting the intention is the promisor.(3) The person to whom the manifestation is manifested is the promisee.(4) Where performance will benefit a person other than the promisee, that person is a beneficiary.
Restatement (Second) § 3. Agreement Defined; Bargain Defined
An agreement is a manifestation of mutual assent on the part of two or more persons. A bargain is an agreement to exchange promises or to exchange a promise for a performance or toexchange performances.
Restatement (Second) § 4. How a Promise May be Made
A promise may be stated in words either oral or written, or may be inferred wholly or  partly from conduct.
The Uniform Commercial Code
1. Model statutes for states (adopted with minor variations in almost every one).2. UCC itself is not law, although state laws reference it, and courts cite as law.3. Article I – General Provisions; Article 2 – Sales – Transactions in Goods.
UCC § 1-103. Supplementary General Principles of Contract Law Applicable
Unless displaced by the particular provisions of this Act, the principles of law and equity,including the law merchant and the law relative to capacity to contract, principal and agent,estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other validating or invalidating clause shall supplement its provisions.
UCC § 2-102. Scope; Certain Security and Other Transactions Excluded from this Article
Unless the context so requires, the Article applies to transactions in
; it does NOTapply to any transaction which although in the form of an unconditional contract to sell or 3 of 50

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