【Table of Contents】

1. Preliminary Definitions

PART I: FORMATION OF CONTRACTS

TOPIC A. OFFER AND ACCEPTANCE

2. Offers; Creation and Duration of Power of Acceptance

3. Acceptance and Rejection of Offer

4. Indefiniteness and Mistake in Expression

TOPIC B. CONSIDERATION

5. Reasons for Enforcement of Promises; Acts, Forbearances and Promises Given in Exchange

6. Consideration - Mutuality of Obligation - Requirements and Output Contracts - Effect of Option

7. Consideration - Effect of Pre-Existing Duty

TOPIC C. INFORMAL CONTRACTS WITHOUT MUTUAL ASSENT OR CONSIDERATION

8. Reliance on a Promise as Ground for Enforcement: The Doctrine of Promissory Estoppel

9. Past Consideration and Moral obligation

TOPIC D. FORMAL CONTRACTS

10. Contracts Under Seal, Recognizances, Negotiable Instruments and Documents, and Letters of Credit

11. Option Contracts and Rights of First Refusal - The Legal Relations of the Parties

PART II: STATUTE OF FRAUDS

12. History and Legal Operation of the Statute

13. Statute of Frauds - Oral Variation or Rescission; Contracts Partly Within

14. Statute of Frauds - Manner of Raising Defense; Remedies of Restitution and Reformation

15. Statute of Frauds - Debts of Another - Suretyship and Guaranty

16. Debts of Another - Leading Object Rule - Indemnity Contracts

17. Statute of Frauds - Interests in Land

18. Interests in Land - Effect of Part Performance of Oral Contract

19. Statute of Frauds - Contracts Not to Be Performed Within One Year

20. Statute of Frauds - Contracts in Consideration of Marriage

21. Statute of Frauds - Contracts for the Sale of Goods

22. Substance of the Memorandum: Its Nature and Contents

23. Formal Requirements - Writing - Signature - Oral Evidence

PART III: INTERPRETATION - PAROL EVIDENCE - AVOIDANCE AND REFORMATION

24. Interpretation of Contracts

25. The "Parol Evidence Rule"

26. Implied Terms, Default Rules, and the Concept of Good Faith

27. Capacity of Parties

28. Avoidance or Reformation for Misconduct or Mistake

29. Unconscionability and the Duty to Read

PART IV: CONSTRUCION AND LEGAL OPERATION OF CONTRACT - CONDITIONS OF LEGAL DUTY

30. Definitions and Terminology - Conditions Classified

31. Express Conditions - And Promises

32. Constructive Conditions - Failure to Perform the Agreed Exchange

33. Constructive Conditions in Sale of Goods

33A. Constructive Conditions in Sale of Land

34. Constructive Conditions in Service Contracts, Charter Parties, and Leases

35. Conditions in Installment Contract - Divisibility

36. Substantial Performance, Its Character and Effect

37. Conditions of Performance on Time - Condition of Notice

38. Aleatory Contracts - No Agreed Exchange of Performances

39. Conditions Subsequent - Analysis - Pleading and Burden of Proof

40. Elimination of Conditions by Waiver or Prevention

PART V: RIGHTS OF THIRD PARTIES - ASSIGNMENT - JOINT AND SEVERAL CONTRACTS

TOPIC A. THIRD PARYT BENEFICIARIES

41. Preliminary Analysis - Issues and Terminology

42. Third Party Beneficiary History

43. Third Party Beneficiary Statutes

44. Intent to Benefit-Restatements-Interpretation

45. Beneficiaries of Specific Types of Contracts

46. Remedies, Powers, and Defenses-Beneficiary, Promisee, and Promisor

TOPIC B. ASSIGNMENT

47. Preliminary Analysis-Concepts, Terminology, Source of Law

48. Gift Assignments

49. Assignability and Delegability-Freedom and its Limitations

50. Conditional and Future Rights, and After-Acquired Property

51. Legal Effects of Assignment-Defenses and Priorities

TOPIC C. JOINT AND SEVERAL CONTRACTS

52. Joint and Several Contracts

PART VI: BREACH OF CONTRACT - JUDICIAL REMEDIES

TOPIC A. BREACH OF CONTRACT

53. Varieties of Breach - Partial, Total

54. Breach of Contract by Anticipatory Repudiation

TOPIC B. DAMAGES AS A REMEDY FOR BREACH

55. Purpose and Extent of Damages - Causation - Compensation - Value

56. Foreseeability - Anticipated Profits - Degrees of Uncertainty

57. Alternative Measures - Expenditures - Avoidable Consequences - Interest - Anticipatory Breach

58. Liquidated Damages and Penalties

59. Mental Suffering - Punitive Damages - Lending Money - Alternative of Contracts - Contracts for Benefit of Third Person

60. Building Contracts - Employment - Sales of Land - Sales of Goods

TOPIC C. RESTITUTION AS A REMEDY FOR BREACH

61. Common Law and Equity - General Requirements for Obtaining Restitution

62. Restitution in Favor of a Plaintiff in Default

TOPIC D. SPECIFIC PERFORMANCE

63. Adequacy of Other Remedies

64. Special Reasons for Refusing Specific Enforcement

65. Mutuality of Remedy - Negative Contracts - Liquidated Damages

TOPIC E. ELECTION OF REMEDIES

66. Election of Remedies

PART VII: DISCHARGE AND IMPOSSIBILITY

TOPIC A. DISCHARGE OF CONTRACT

67. Performance - Tender - Rescission - Release - Gift - Surrender - Cancellation - Contract Not to Sue

68. Discharge by Nonperformance of Condition - Breach - Failure of Consideration - Prevention - Power Reserved - Condition Subsequent

69. The Legal Operation of An Executory Accord

70. Accord and Satisfaction

71. Substituted Contract and Novation

72. Account Stated

73. Specialties - Alteration - Judgment - Award – Claim Preclusion

TOPIC B. IMPOSSIBILITY

74. Impossibility of Performance - Personal Inability

75. Death or Destruction of Specific Things; Prorating Available Supply

76. Legal Prohibition - Government Prohibition and Exigencies of War

77. Discharge by Frustration of Purpose

78. Impossibility of Performance of a Condition; Restitution in Cases of Impossibility

PART VIII: CONTRACTS CONTRARY TO PUBLIC POLICY

79. Introduction to Contracts Contrary to Public Policy

80. Contracts in Restraint of Competition

81. Contracts involving Familial Relationships

82. Sunday Contracts

83. Bargains Harmful to the Administration of Justice

84. Bargains Harmful to the Public Service or to the Performance of Fiduciary Duty

85. Bargains to Defraud or Otherwise Injure Third Persons

86. Wagering Bargains

87. Usury Bargains

88. Miscellaneous Bargains Contrary to Public Policy

89. The Effects of Being Contrary to Public Policy and The Availability of Restitution

Index