Contracts

Formation

This section explores how valid contracts come into existence. It begins with the concept of Mutual Assent (Offer & Acceptance), including discussions of Offer (vs. Preliminary Negotiations), Termination of Offer (Revocation, Rejection, etc.), and how an Acceptance (Mailbox Rule, Mirror Image Rule) creates binding obligations. Formation also requires Consideration (Bargained-for Exchange), addressing issues such as the Adequacy of Consideration, the role of Promissory Estoppel (Substitute for Consideration), and the effects of the Pre-existing Duty Rule & Modifications.

Defenses to Formation

Even when the basic elements of a contract appear to be satisfied, certain defenses can either invalidate or render a contract voidable. This section covers Capacity (Minors, Mental Incapacity), the influence of Duress & Undue Influence, and the significance of Misrepresentation (Fraud). It further examines how Mistake (Mutual vs. Unilateral), Unconscionability (Procedural & Substantive), and matters of Public Policy may prevent a contract from being fully enforceable.

Statute of Frauds

Certain agreements must fulfill specific requirements to be enforceable, typically involving a signed writing. This section explains which Covered Contracts (One-Year, Land, Goods $500+, etc.) are subject to the Statute of Frauds, how to meet the Sufficient Writing & Signature Requirements, and the available Exceptions (Part Performance, Admission, etc.) permitting enforcement even when a writing is lacking.

Contract Interpretation

When disputes arise over meaning, contract interpretation principles guide the courts. Here, the Parol Evidence Rule governs the use of external evidence, while Integration Clauses & Complete vs. Partial Integration address how fully a written agreement constitutes the parties’ final expression. The section also reviews Ambiguity (Patent vs. Latent) and the effect of Implied Terms (Good Faith, Trade Usage) on filling gaps and shaping obligations.

Performance & Breach

Once a valid contract is formed, the question becomes whether each party has performed as promised. Topics include Conditions (Express, Implied, Constructive) that must be satisfied before performance is due, and distinctions between a Material vs. Minor Breach. If performance is nearly complete, the Substantial Performance Doctrine may apply. This section also covers Anticipatory Repudiation, which addresses a party’s intention to breach before performance is due.

Defenses to Performance

Even if a contract is properly formed, events or agreements arising after formation can relieve a party of the duty to perform. This section examines Impossibility & Impracticability, where unforeseen events render performance unfeasible, and Frustration of Purpose, where performance loses its core value. It also covers Modification & Rescission of existing agreements and how Accord & Satisfaction can resolve disputes over performance.

Remedies

When a breach occurs, courts can award monetary or equitable relief. This section analyzes Expectation Damages (Benefit of Bargain), Reliance Damages, and Restitution & Quasi-Contract. In certain cases, a court may order Specific Performance & Injunctions. Additionally, remedies often involve examining Liquidated Damages vs. Penalties and weighing the Limitations on Damages (Foreseeability, Certainty, Avoidability).

Third-Party Rights

Contracts can create rights or obligations for individuals and entities not originally part of the agreement. This section evaluates how Third-Party Beneficiaries (Intended vs. Incidental) acquire enforceable rights, the mechanics of Assignment & Delegation, and the effect of Restrictions on Transfer.

UCC Article 2 (Sales)

Many contracts involving the sale of goods are governed by the Uniform Commercial Code. In this section, we examine the Scope of Article 2 (Goods vs. Services), rules for Contract Formation Under UCC (Battle of Forms), and the various Warranties (Express, Implied, Disclaimer) that can arise. The Perfect Tender Rule & Exceptions dictates a seller’s performance obligations, while Risk of Loss determines liability for damaged or lost goods. Finally, Remedies Under UCC outlines the relief available when a sales contract is breached.

Through these core areas, contract law ensures predictability and fairness in commercial and private transactions, balancing freedom of contract with necessary constraints to prevent unjust outcomes. The subtopics linked above each provide detailed analysis of the doctrines and subtleties within the broader field of contracts.