Principles of Contract Law, 2d, the Concise Hornbook Series / Edition 2 by Robert A. Hillman | 9780314911629 | Paperback | Barnes & Noble
Principles of Contract Law, 2d, the Concise Hornbook Series / Edition 2

Principles of Contract Law, 2d, the Concise Hornbook Series / Edition 2

by Robert A. Hillman
     
 

ISBN-10: 0314911626

ISBN-13: 9780314911629

Pub. Date: 10/09/2009

Publisher: West Academic Publishing

This overview of contract law explains concepts clearly and concisely, in an informal, humorous style. For ease of reading and understanding, the book refrains from including complex textual footnotes. Instead, the footnotes cite cases, with most including short quotations to substantiate assertions made in the text. The book also contains numerous examples and

Overview

This overview of contract law explains concepts clearly and concisely, in an informal, humorous style. For ease of reading and understanding, the book refrains from including complex textual footnotes. Instead, the footnotes cite cases, with most including short quotations to substantiate assertions made in the text. The book also contains numerous examples and illustrations. Cross references enable readers to review concepts that constitute building blocks for the current material. The second edition builds on the very successful first edition. It revises several sections in part to keep up with how changes in technology have influenced contract law. The second edition also includes new references to recent decisions that treat the core concepts.

Product Details

ISBN-13:
9780314911629
Publisher:
West Academic Publishing
Publication date:
10/09/2009
Series:
Concise Hornbook Series
Edition description:
Older Edition
Pages:
418
Product dimensions:
6.20(w) x 9.30(h) x 0.80(d)

Table of Contents

Preface to the Second Edition v

Preface to the First Edition vii

Chapter 1 Introduction 1

A Scope of this Book 2

B Sources of Contract Law 12

C Contract Lawyers' Various Roles 13

D Conclusion 14

Chapter 2 Bargain Theory for Enforcing Promises and the Requirement of an Agreement 15

A The Bargain Theory of Consideration 15

1 Bargained for exchange versus gift promise 15

2 The promisor's motive 18

3 What must be extracted 19

4 Forbearance to sue as consideration 21

5 The policies behind enforcing bargained for exchanges 22

6 Adequacy of consideration 25

7 Mutuality of obligation and illusory promises 27

8 Preexisting duty doctrine 31

9 Promise for benefit received 34

10 Summary 37

B The Requirement of an Agreement 39

1 The objective test of assent 39

2 Offer and acceptance 42

a Offer 43

b Acceptance 46

3 The offeror has the power to prescribe the terms of the offer 48

4 Offers for unilateral and bilateral contracts 50

5 Duration of offers 51

a Rejection or counter offer 52

b Lapse of time 53

c Revocation 55

d Bars to revocation-option contracts 55

e Bars to revocation-beginning performance of unilateral contracts 58

f Bars to revocation-offers for bilateral contracts 60

6 Bargaining at a distance 63

a Communication via the mail or telegram (the old stuff) 63

B The Requirement of an Agreement-Continued

b Electronic offer and acceptance 65

7 Limitations of agreement law 66

a The legal significance of business draft agreements 67

b The requirement of certainty in business agreements 70

c Form contracts between sellers and buyers of goods 71

d Rolling contracts 78

Chapter 3 Additional Theories for EnforcingPromises 81

A Promissory Estoppel 81

1 Development of the doctrine 81

2 Section 90 in the second Restatement 83

a Promise 84

b Promisor's reasonable expectations 87

c Inducement of action or forbearance 87

d Injustice 88

3 Expansion of promissory estoppel 90

B Unjust Enrichment 92

1 Unenforceable agreements 93

a Keeping the benefit is not unjust 94

b No benefit 95

2 Breach of an enforceable contract 96

a Injured parties may recover under unjust enrichment 96

b Breaching parties may recover under unjust enrichment 98

3 Conferral of a benefit in the absence of a contract 100

a Business relationships 101

b Personal relationships 104

C Warranties 104

1 Express warranty 105

2 The implied warranty of merchantability 109

3 The implied warranty of fitness for a particular purpose 110

4 Disclaimers 111

a Disclaiming express warranties 112

b Disclaiming implied warranties 113

5 Article 2 amendments 114

6 Caveat 115

Chapter 4 The Statute of Frauds 117

A Background 118

B Does the Statute of Frauds Apply? 121

C Does a Writing Satisfy the Statute of Frauds? 123

1 The nature of the writing 123

2 Who must sign 126

3 Electronic contracts 127

D Does an Exception to the Writing Requirement Apply? 129

E Does Another Theory Apply? 134

Chapter 5 Remedies 137

A Remedies for Breach of Contract 138

1 Expectancy damages-Introduction 138

2 Methods of measuring expectancy damages 142

3 Expectancy damages-general damages and consequential damages 146

4 Expectancy damages in various contexts 147

a Construction contracts 148

b Employment and other services contracts 155

c Sales of goods 164

d Sale of real property 169

e Summary of limitations on expectancy damages as illustrated by the various contexts 170

5 Reliance recoveries for breach of contract in lieu of expectancy damages 170

a Reliance damages defined 171

b More hurdles to reliance recoveries 172

c Fixed overhead 173

d More theories for awarding reliance damages 174

6 Liquidated damages 175

7 Emotional distress and punitive damages 182

a Emotional distress damages 182

b Punitive damages 184

8 Specific performance 185

B Remedies for Promissory Estoppel 190

1 Introduction 190

2 Judicial decisions 191

C Remedies for Unjust Enrichment 193

Chapter 6 Policing Contracts 197

A Duress 198

B Fraudulent and Other Misrepresentation, Fraudulent Concealment, and Tortious Breach of Contract 203

1 Innocent, negligent and fraudulent misrepresentation 204

a Innocent misrepresentation 204

b Negligent misrepresentation 206

c Fraudulent misrepresentation 206

2 Fraudulent concealment 208

3 Tortious breach of contract 210

C Public Policy 214

1 Exculpatory clauses 215

2 Covenants not to compete 217

3 Illegal contracts 218

D Unconscionability 219

1 Procedural unconscionability 221

2 Substantive unconscionability 223

E Special Problems of Standard Form Contracts 224

1 Paper standard forms 224

2 Rolling contracts 229

3 Electronic standard forms 234

Chapter 7 The Parol Evidence Rule and Contract Interpretation 239

A Parol Evidence Rule 239

1 Collateral contract exception 240

2 Ambiguity exception 243

3 Proof of fraud, duress, or mistake 247

4 Parol evidence and promissory estoppel 248

5 UCC section 2 202 249

6 Conclusion 249

B Contract Interpretation 250

1 Objective contract interpretation 250

a Purposive interpretation 252

b Usage of trade, course of dealing, and course of performance 252

c Other rules of interpretation 257

2 Exceptions to the objective interpretation of contracts 258

a Restatement (Second) section 201 258

b Misunderstanding 260

3 Rules of gap filling 261

a What the parties would have done 263

b Creating incentives 264

c Fairness concerns 265

4 Good faith performance 267

Chapter 8 Conditions and Breach 273

A Express Conditions 276

1 Creation of an express condition 276

2 The content of an express condition 279

3 Avoiding express conditions 282

a Impossibility 282

b Waiver 283

c Forfeiture 285

4 Condition subsequent 286

B Implied Conditions 287

1 Order of performance 287

2 Quality of performance 289

a Substantial performance 289

b Material breach 293

c Divisible contracts 297

d Uniform Commercial Code 298

C Anticipatory Repudiation 300

Chapter 9 Grounds for Excusing Performance 305

A Mistake 306

1 Mutual 307

2 Material 311

3 Mistake 312

B Impossibility of Performance 316

1 Objective impossibility 316

a Express risk allocation 317

b Implied in fact risk allocation 317

c Implied in law risk allocation 318

d The Restatement (Second) and the Uniform Commercial Code 319

2 Subjective impossibility 320

C Impracticability of Performance 321

1 Impracticability 322

2 Basic assumption 323

D Frustration of Purpose 325

E Remedies After a Finding of Excuse 327

1 Judicial approach 327

2 Judicial reformation after an unanticipated event 329

Chapter 10 Third Parties 333

A Third Party Beneficiaries 334

1 Introduction 334

2 Creditor beneficiaries 335

3 Donee beneficiaries 337

4 Restatement (Second) approach 340

5 Defenses 341

6 Third parties under the UCC 342

B Assignment of Rights and Delegation of Duties 345

1 Introduction 345

2 Assignment of rights 346

a The obligor's defenses and claims 348

3 Delegation of duties 351

a Does an obligee have to accept the delegatee's performance? 351

b Can the obligee enforce its rights against the dele gatee? 355

c Does the obligee have a right against the delegator even after the delegation? 355

Table of Cases 357

Table of Citations to the Uniform Commercial Code 377

Table of Citations to Amended Article 2 of the Uniform Commercial Code 381

Table of Citations to Restatements of the Law 383

Index 387

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