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Contract Law For Dummies Visit www.dummies.com/cheatsheet/contractlaw to view this book's cheat sheet.Table of ContentsIntroductionAbout This BookConventions Used in This BookWhat You’re Not to ReadFoolish AssumptionsHow This Book Is OrganizedPart I: Introducing Contract Law and Contract FormationPart II: Determining Whether a Contract Is Void, Voidable, or UnenforceablePart III: Analyzing Contract Terms and Their MeaningPart IV: Performing the Contract or Breaching ItPart V: Exploring Remedies for Breach of ContractPart VI: Bringing Third Parties into the PicturePart VII: The Part of TensIcons Used in This BookWhere to Go From HerePart I: Introducing Contract Law and Contract FormationChapter 1: Getting the Lowdown on Contract LawGrasping the Concept of Contract LawDefining contractComparing different schools of thought on contract rulesTracing contract law’s rootsMeeting the Key Players: Common Law, the Restatement, and the UCCExploring the common law: Tradition and precedentCapturing general rules in the RestatementStatutes: Supplanting common law with codes
Brushing up on the Uniform Commercial Code (UCC)Applying state law in federal courtApplying different sources of contract lawForming, Defending, and Interpreting Contracts: The BasicsUnderstanding contract formationChecking out attack and defense maneuversFinding the terms of the contract and building contract-interpretationskillsExamining Contract Performance, Breach, and RemediesRecognizing breach of contractFormulating remedies and establishing lossesExploring the role of third parties in contract lawPracticing in the Real World of ContractsChapter 2: Let’s Make a Deal: Offer and AcceptanceContract Formation: Getting a Handle on the EssentialsForming a Contract: Promises, Offers, and Mutual AssentMaking a commitment by making a promiseTurning a promise into an offer by asking for something in returnGiving acceptance by giving or agreeing to give what was requested inreturnAssenting in action or thought: Objective manifestation versus subjectiveintentForming contracts without words: The implied-in-fact contractDetermining Whether Language Constitutes an OfferDistinguishing a preliminary inquiry from an offerAds, catalogs, and circulars: Distinguishing advertisements from offersDeciding How Long an Offer Remains OpenDetermining Whether the Offeror Can Back Out: Revoking the OfferMaking an option contractRecognizing statutes that create an option
Relying on the offerDeciding Whether the Offer Has Been AcceptedAcceptance must match the offer: The mirror-image ruleAcceptance is effective on dispatch: The mailbox ruleLooking at various forms of acceptanceMaking Sense of the “Battle of the Forms” and UCC § 2-207Deciding whether acceptance is conditionalDealing with additional or different termsChapter 3: Sealing the Deal: The Doctrine of ConsiderationChecking an Agreement for ConsiderationUsing a simple Q and AMaking a diagramMaking Distinctions about ConsiderationDeciding whether it’s a bargain or a gift promiseDistinguishing between sufficient and adequate considerationDetecting an Absence of ConsiderationSpotting a phony: Nominal considerationApplying the pre-existing duty ruleFinding past considerationTracking Down Illusory PromisesDealing with satisfaction clausesAnalyzing output and requirements contractsSpotting illusory promises in settlementsToo Many Blanks: Distinguishing Contracts from Agreements to AgreeLooking for Consideration Substitutes: Enforcing without ConsiderationEvaluating the Recital of Consideration in a Contract TermChapter 4: Noting Exceptions: Promises Enforceable without a Contract
Examining Exceptions: When Contracts Aren’t NecessaryThe Doctrine of Reliance: Looking for a Promise That Induced ActionDetermining whether reliance appliesLimiting the remedy for breach of the promiseDeciding Cases That Test the Limits of Reliance: Promissory EstoppelDeciding whether a charitable pledge is enforceableDeciding whether a sophisticated party can claim relianceRemembering that reliance doesn’t usually qualify as acceptanceThe Doctrine of Restitution: Creating an Obligation to Prevent UnjustEnrichmentBattling unjust enrichment with the implied-in-law contractDetermining when a court is likely to find unjust enrichmentSorting out restitution in a material breachPart II: Determining Whether a Contract Is Void, Voidable, or UnenforceableChapter 5: Introducing Contract DefensesLeveraging the Power of PoliciesFreedom of contractEfficiencyFairnessPredictabilityMaking the Most of StatutesProtecting consumers with state and federal statutesTapping the power of statutes to bring a contract claimExamining the Courts’ Role in Policing ContractsChecking into Affirmative DefensesDistinguishing valid, void, and voidable contractsSeparating matters of law and matters of factChapter 6: Considering Whether an Agreement Is Unenforceable Due to Illegality
or UnfairnessDetermining Enforceability When the Legislature Has SpokenRecognizing illegal agreements that are unenforceableNoting exceptions: Illegal but enforceable agreementsMaking a Public Policy ArgumentExamining enforceability in agreements that restrain tradeExamining enforceability in agreements that interfere with familyrelationshipsExamining enforceability in agreements that encourage tortsTesting an Agreement against the Doctrine of UnconscionabilityApplying the doctrine of unconscionability in the UCCDistinguishing procedural and substantive unconscionabilityChallenging Enforceability with the Doctrine of Reasonable ExpectationsChapter 7: Evaluating the Parties’ Ability to Make the ContractRecognizing Who Can Legally Make a ContractPassing the mental capacity checkChild’s play? Making contracts with minorsBasing a Contract Defense on One Party’s Bad ActionsSaying things that aren’t true: The fraud defenseMaking an offer they can’t refuse: The duress defenseTaking unfair advantage: The undue influence defenseWhoops! The Mistake DefenseEvaluating a mutual mistake defenseUsing the mutual mistake defense to escape a releaseFinding relief when the mistake is unilateralChapter 8: Assessing the Enforceability of Oral Agreements
Asking Whether the Parties Intended to Orally Form a ContractChallenging Oral Agreements with the Statute of FraudsDetermining whether a transaction is within the statute of fraudsDistinguishing between voidable and unenforceable agreementsFinding a Writing That Satisfies the StatuteDoes it describe the contract?Is it signed by the party against whom enforcement is sought?Finding Exceptions to the StatuteRevisiting relianceFinding an exception in the main purpose ruleExamining part performance and restitutionFinding exceptions in UCC § 2-201Finding a big exception in international contractsPart III: Analyzing Contract Terms and Their MeaningChapter 9: Evaluating Unwritten Terms with the Parol Evidence RuleIntroducing the Parol Evidence RuleIdentifying Parol Evidence: The Stuff outside the WritingAsking Why the Evidence Is Being OfferedTo prove a modificationTo prove a defense to formationTo prove an unfulfilled conditionTo prove the meaning of a termTo add a term to the agreementDeciding Whether the Agreement Is Final and CompleteRecognizing the difference between subjective and objective intentFiguring out whether the agreement is finalChecking whether the agreement is completeDealing with a merger clause that says the contract is final and completeConsidering Evidence That Supplements or Contradicts the AgreementContrasting the Common Law with the UCC Parol Evidence Rule
Getting Terms in Writing to Avoid the Parol Evidence Rule QuagmireChapter 10: Finding Unwritten Terms That Complete the ContractFinding the Terms of an Incomplete ContractUsing contract rules to fill the gapsUnderstanding types of gap-filling rulesReading In the Duty of Good FaithBeing honest: The subjective duty of good faithBeing reasonable: The objective duty of good faithUsing freedom of contract to refine the definition of good faithWorking with and around the Default RulesRecognizing default rules when you see themUsing freedom of contract to change the rules and shift the riskProtecting Buyers through WarrantiesMaking express warrantiesLooking for an implied warranty of title or warranty againstinfringementChecking for an implied warranty of merchantabilitySeeking out an implied warranty of fitness for a particular purposeShifting the Risk by Disclaiming or Limiting WarrantiesMaking warranty disclaimers specific and conspicuousLimiting the remedy for breachDrafting a disclaimer of warrantyRecognizing the statutory regulation of disclaimersChapter 11: Interpreting ContractsGrasping the Basics of AmbiguityDoing the Interpretation Two-StepUnderstanding How Courts Decide What’s AmbiguousApplying the rules of interpretation
Examining the baggage the parties bring to the contractBringing in objective meaning from outside the contractConsidering subjective evidence: Context and testimonyDeciding What Something MeansDealing with MisunderstandingPart IV: Performing the Contract or Breaching ItChapter 12: Evaluating Whether Contract Modifications Are EnforceableConsidering Modifications Made during PerformanceDetermining whether consideration is requiredWritten requirements: Seeing whether the modification is within thestatute of fraudsDealing with “no oral modification” clausesAgreeing to future, unilateral modificationsMaking Changes after One Party Fully Performed: Accord and SatisfactionDetermining whether the parties formed an accord: Offer and acceptanceFinding consideration: Doing something additional or differentFinding consideration in unliquidated debts and debt-dispute settlementsFiguring out what happens when the accord has been satisfied . . . or notDistinguishing accord and satisfaction from substituted contractApplying the rule of UCC § 3-311 to settlements by checkDoing away with consideration by statute or case lawChapter 13: Deciding Whether Unforeseen Events Excuse PerformanceDeciding Whether a Nonperforming Party Is in BreachDid the event occur after contract formation?Did performance become impracticable?Was nonoccurrence of the event a basic assumption?Did the party seeking to be discharged carry the risk?Determining Whether a Buyer’s Purpose Was FrustratedFiguring Out What Happens When a Party’s Performance Is ExcusedUsing our old friends reliance and restitution
Allocating the loss when a performance is partially excusedUsing Freedom of Contract to Allocate RiskDrafting a “force majeure” clause to identify events excusingnonperformanceNo excuses: Drafting a “hell or high water” clauseChapter 14: Checking for Conditional LanguageDefining Condition in Legal TermsTelling the difference between a promise and a conditionDetermining whether a condition is express or impliedTapping the Power of Express ConditionsDetermining Whether Courts Will Find an Implied ConditionSorting Out Conditions Precedent, Concurrent, and SubsequentDeciding Who Must Go FirstChecking out the default order of performanceMaking agreements about the order of performanceDetermining Whether a Party Has Substantially PerformedConsidering how the type of breach affects the outcomeRunning tests to find substantial performanceDeciding whether a breach with respect to time is materialSolving the problem by drafting express conditionsLooking at Conditions in the UCCRule § 2-601: Making a “perfect tender”Rule § 2-612: Dealing with installment contractsExcusing ConditionsFinding promise: Interpreting your way out of a conditionUsing restitution when a condition bars recoveryFinding a divisible contractClaiming waiver to excuse a conditionThrowing yourself on the mercy of the court to excuse a condition
Chapter 15: Breaching the Contract by Anticipatory RepudiationRecognizing the Two Types of Anticipatory RepudiationDetermining Whether a Party Has RepudiatedInsecurity and assurances: Using UCC § 2-609 to identify repudiationApplying the rule to the common lawFiguring Out What Happens after RepudiationDeciding whether the breaching party can retract the repudiationSeeking remedies for the breach when the injured party accepts therepudiationIgnoring the repudiation: Not the best optionPart V: Exploring Remedies for Breach of ContractChapter 16: Examining How Courts Handle Breach of ContractMastering the Rule of the ExpectancySeeing the expectancy in contextAccounting for expensesJustifying breach: The economist’s notion of the efficient breachRecognizing How Contract Law Limits the Damages for BreachConcluding whether the breach caused the lossDetermining whether the loss is established with certaintyLimiting damages with the rule of foreseeabilityAsking whether the non-breaching party mitigated the lossUsing Reliance and Restitution as RemediesChapter 17: Exploring Remedies in Article 2 of the UCCComparing Common-Law and UCC RemediesRecognizing the key differenceUnderstanding just how similar they really areGiving the Buyer a Remedy When the Seller Is in Breach
Seeking specific performance: Getting the promised goodsBuying substitute goods and calculating cover damagesMaking the buyer whole by calculating market damagesAdding consequential damages for losses caused by the breachIncluding incidental damages and subtracting savingsKeeping the goods and claiming damagesProviding the Seller a Remedy When the Buyer’s in BreachSeeking the contract price as damagesSelling to someone else and calculating resale damagesDeciding whether to complete the manufacture of the goodsMaking the seller whole by calculating market damagesSolving the mystery of lost profitsChapter 18: Checking for Additional RemediesDeciding Whether Equitable Remedies Should Be GrantedAwarding specific performance . . . or notStopping a party with an injunctionUndoing or Revising the ContractUnwinding the contract through rescissionRewriting the contract through reformationLetting the Parties Determine the Remedies for BreachCalculating liquidated damagesProviding for limited remediesAwarding Transaction Costs on Top of DamagesGetting attorney’s feesRecovering transaction costsPunitive damages? Fuhgeddaboudit!Finding the Law that Governs the ContractSelecting the governing law through a choice-of-law clauseSelecting the place of trial through a choice-of-forum clause
Resolving a Dispute through Alternative Dispute ResolutionResolving disputes through arbitrationTrying mediationPart VI: Bringing Third Parties into the PictureChapter 19: Deciding Whether a Third Party Can Enforce or Interfere with aContractDetermining Whether a Party Is a Third-Party BeneficiaryCreating a creditor beneficiary by telling someone to pay your debtCreating a donor beneficiary by making a giftCreating an incidental beneficiary: Another name for loserAsking three key questions to identify third-party beneficiariesChanging a third-party beneficiary’s rightsInterfering with Someone Else’s Contract: A Big No-NoFinding the tort of tortious interference with contractConsidering claims that the interference is improperChapter 20: Acknowledging the Rights and Duties of Third PartiesBreaking Down a Contract into Rights and DutiesDetermining Whether Rights May Be AssignedApplying the general rule: Freely assigning rightsSpotting exceptions to the assignment of rightsDetermining Whether Duties May Be DelegatedApplying the general rule: Freely delegating dutiesBack to the source: Spotting exceptions to the delegation of dutiesUsing UCC § 2-609 to get assurancesProhibiting Assignment and DelegationDrafting an effective prohibitionRecognizing key limitations on prohibition
Substitutions: Making a New Contract through NovationPart VII: The Part of TensChapter 21: Ten Questions to Ask When Analyzing a Contracts ProblemWas a Contract Formed?Is a Promise Enforceable without a Contract?Does a Party Have a Defense to the Contract That Was Formed?Where Do You Find the Terms of the Contract?Do the Parties’ Interpretations of the Contract’s Language Differ?Is a Party in Breach?Did a Condition Have to Occur Before a Performance Was Due?Did a Breach Occur Before Performance Was Due?What Are the Remedies for Breach?How Does the Contract Affect Third Parties?Chapter 22: Ten Notable People (And Philosophies) in Contract LawLord MansfieldChristopher Columbus LangdellSamuel WillistonArthur CorbinBenjamin N. CardozoKarl N. LlewellynE. Allan FarnsworthIan MacneilRichard PosnerStewart MacaulayAppendix: GlossaryCheat Sheet
Contract Law For Dummies by Scott J. Burnham with Joe Kraynak
Contract Law For Dummies Published byJohn Wiley & Sons, Inc.111 River St.Hoboken, NJ 07030-5774www.wiley.comCopyright 2012 by John Wiley & Sons, Inc., Hoboken, New JerseyPublished simultaneously in CanadaNo part of this publication may be reproduced, stored in a retrieval system ortransmitted in any form or by any means, electronic, mechanical, photocopying,recording, scanning or otherwise, except as permitted under Sections 107 or 108 of the1976 United States Copyright Act, without the prior written permission of the Publisher.Requests to the Publisher for permission should be addressed to the PermissionsDepartment, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, (201) 748-6011,fax (201) 748-6008, or online at http://www.wiley.com/go/permissions.Trademarks: Wiley, the Wiley logo, For Dummies, the Dummies Man logo, A Referencefor the Rest of Us!, The Dummies Way, Dummies Daily, The Fun and Easy Way,Dummies.com, Making Everything Easier, and related trade dress are trademarks orregistered trademarks of John Wiley & Sons, Inc., and/or its affiliates in the United Statesand other countries, and may not be used without written permission. All othertrademarks are the property of their respective owners. John Wiley & Sons, Inc., is notassociated with any product or vendor mentioned in this book.LIMIT OF LIABILITY/DISCLAIMER OF WARRANTY: THE PUBLISHER AND THE AUTHORMAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACYOR COMPLETENESS OF THE CONTENTS OF THIS WORK AND SPECIFICALLY DISCLAIMALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR APARTICULAR PURPOSE. NO WARRANTY MAY BE CREATED OR EXTENDED BY SALESOR PROMOTIONAL MATERIALS. THE ADVICE AND STRATEGIES CONTAINED HEREINMAY NOT BE SUITABLE FOR EVERY SITUATION. THIS WORK IS SOLD WITH THEUNDERSTANDING THAT THE PUBLISHER IS NOT ENGAGED IN RENDERING LEGAL,ACCOUNTING, OR OTHER PROFESSIONAL SERVICES. IF PROFESSIONAL ASSISTANCE ISREQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL PERSON SHOULD BESOUGHT. NEITHER THE PUBLISHER NOR THE AUTHOR SHALL BE LIABLE FORDAMAGES ARISING HEREFROM. THE FACT THAT AN ORGANIZATION OR WEBSITE ISREFERRED TO IN THIS WORK AS A CITATION AND/OR A POTENTIAL SOURCE OFFURTHER INFORMATION DOES NOT MEAN THAT THE AUTHOR OR THE PUBLISHERENDORSES THE INFORMATION THE ORGANIZATION OR WEBSITE MAY PROVIDE ORRECOMMENDATIONS IT MAY MAKE. FURTHER, READERS SHOULD BE AWARE THAT
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About the AuthorScott J. Burnham, a graduate of New York University School of Law, is the CurleyProfessor of Commercial Law at Gonzaga University School of Law in Spokane,Washington. For 30 years, he has taught Contracts at law schools throughout the U.S. andinternationally. As a practicing lawyer and consultant on contract matters, he has a goodsense of the practical application of contracts principles, and as a prolific writer on legaltopics, he has the ability to convey those principles with clarity.
DedicationTo everyone who studies contract law — may you grow to love her as much as I do!Author’s AcknowledgmentsThanks to acquisitions editors Michael Lewis and David Lutton, who chose me to authorthis book and ironed out all the preliminary details to make it possible, and to LarryGarvin, who recommended me for the gig.Elizabeth Rea, my project editor, deserves a loud cheer for serving as a gifted and patientcollaborator and editor — shuffling chapters back and forth, shepherding the text andgraphics through production, making sure any technical issues were properly resolved,and serving as the unofficial quality control manager. Copy editor Danielle Voirol earnsthe editor of the year award for ferreting out my typos, misspellings, grammatical errors,and other language foe paws (or is it faux pas?), in addition to assisting Elizabeth asreader advocate. I also tip my hat to the Composition crew for doing such an outstandingjob of transforming my text and graphics into such an attractive book. My deepest thanksgo to wordsmith Joe Kraynak, who was able to successfully blend my knowledge ofContracts with his knowledge of writing.
Publisher’s AcknowledgmentsWe’re proud of this book; please send us your comments athttp://dummies.custhelp.com. For other comments, please contact our Customer CareDepartment within the U.S. at 877-762-2974, outside the U.S. at 317-572-3993, or fax 317-5724002.Some of the people who helped bring this book to market include the following:Acquisitions, Editorial, and Vertical WebsitesProject Editor: Elizabeth ReaAcquisitions Editor: Michael LewisSenior Copy Editor: Danielle VoirolDevelopment Editor: Joe KraynakAssistant Editor: David LuttonEditorial Program Coordinator: Joe NiesenTechnical Editors: James P. Nehf, Jeremy TelmanEditorial Manager: Michelle HackerEditorial Assistant: Alexa KoschierCover Photo: iStockphoto.com/Pali RaoCartoons: Rich Tennant (www.the5thwave.com)Composition ServicesProject Coordinator: Nikki GeeLayout and Graphics: Joyce Haughey, Christin Swinford, Laura WesthuisProofreaders: Melissa Cossell, Bonnie MikkelsonIndexer: Valerie Haynes PerryPublishing and Editorial for Consumer DummiesKathleen Nebenhaus, Vice President and Executive PublisherKristin Ferguson-Wagstaffe, Product Development Director
Ensley Eikenburg, Associate Publisher, TravelKelly Regan, Editorial Director, TravelPublishing for Technology DummiesAndy Cummings, Vice President and PublisherComposition ServicesDebbie Stailey, Director of Composition Services
IntroductionIn The Paper Chase, a TV series based on a 1973 movie about the adventures of first-yearlaw students at Harvard, Professor Kingsfield, the Contracts professor, tells his studentsthe following:The study of law is something new and unfamiliar to most of you, unlike any otherschooling you have ever known before. You teach yourselves the law, but I train yourminds. You come in here with a skull full of mush, and, if you survive, you leavethinking like a lawyer.Getting you to think like a lawyer is the goal of law school, but reaching that goal canseem more arduous than it has to be. When you take the course called Contracts, forexample, you’ll probably find that you’re mostly reading cases, and you never see acontract.One reason for this disconnect is that the course in Contracts is traditionally designed toteach you “legal method” — skills such as reading cases, analysis, and synthesis — andnot the substance of contract law, which is often sort of incidental. The only problem isthat you have to know the rules and principles of contract law in order to have somegrist for the analytical mill.Because your casebook may not present the material in an easily accessible andunderstandable format, Contract Law For Dummies is designed to plug that gap. It canhelp you wrap your brain around the most fundamental concepts and help you see theforest, not just the trees. Consider this book your stepstool up to the higher-complexitycoverage you’ll encounter in your classes.About This BookContract law isn’t exactly a science or an art; it’s a little of each. As a science, contractlaw is governed by certain principles and rules. As an art, contract law often requirescreativity as courts apply the rules and interpret the language of contracts. Because ofthis, Contract Law For Dummies contains a little of both. It presents the rules that governcontracts and provides numerous examples to help you apply those rules to differentfact situations. This presentation enables you, as a budding contract lawyer, to do thefollowing:More accurately predict a court’s ruling on any given contract dispute.Know when you have to follow a rule and when you can change it.Draft contracts that more effectively protect your clients’ interests.
Pass your law school and bar exams.This book is organized so you can read it from cover to cover or skip around to onlythose parts, chapters, or sections that capture your current fancy or serve your presentneeds. I’ve been teaching contract law for 30 years and practiced it for 7 years before that,and I’ve developed a unique approach that has been very successful for my students.This book follows that approach, presenting what you need to know in the order thattends to be most effective.As you’ll soon discover, however, developing the skills required for understanding andpracticing contract law — and doing it well — isn’t always a linear path. Whilediscovering new concepts and ways to interpret the language of contracts, you oftenmust skip back to review what you thought you already knew and understood. This bookis optimized for skipping around to find exactly what you need whenever you happen toneed it.Conventions Used in This BookI use several conventions in this book to call your attention to certain items. Forexample:Italic highlights new, somewhat technical terms (such as objective manifestationand parol evidence), which I follow up with straight- forward, easy-to-understanddefinitions.Boldface text indicates keywords and phrases in bulleted and numbered lists.Monofonthighlights web addresses.A widget is a hypothetical good bought and sold in Contracts classes.Contracts with a capital C refers to the study of the subject, and contracts with asmall c refers to agreements.I generally cite the North Carolina version of the Uniform Commercial Code(UCC), because the Uniform version is under copyright, whereas an enactedstatute is in the public domain.When I refer to “the Code,” I mean the UCC. And when you see “the Restatement,”I’m referring to the Second Restatement of Contracts.What You’re Not to Read
You can safely skip anything you see in a gray shaded box. We stuck this material in abox (called a sidebar) for the same reason that most people stick stuff in boxes: to get itout of the way so you don’t trip over it. However, you may find the brief asides in thesidebars engaging, entertaining, and perhaps even mildly informative.Foolish AssumptionsIn writing this book, I made a few foolish assumptions, mostly about your motivationand how you’re going to use this book:You’re planning to master U.S. contract law. This book mentions English law,international law, and the contract law of other countries only in passing.You’re eager to tackle contract law.You’re probably going to supplement this text with more formal study, includingcoursework, additional reading, assignments, and briefing the cases.You understand that my approach to teaching contract law is only one of manyeffective ways.In class, you won’t say, “But Burnham says. . . .”I make no assumptions concerning how much you already know about contract law —you needn’t know anything to get started.How This Book Is OrganizedTo assist you in navigating this book’s contents, I divvied up the chapters that comprisethis book into seven distinct parts. This section provides a quick overview of what Icover in each part.Part I: Introducing Contract Law and ContractFormationIn a contract law case, one of the first things the court has to determine is whether theparties even have a contract. The chapters in this part introduce and explain theessential elements of contract formation (offer, acceptance, and consideration) alongwith notable exceptions — promises that are enforceable without a contract.As a bonus, Chapter 1 provides an overview of contract law and introduces you to the
two sources of governing rules: the Restatement of Contracts and the UniformCommercial Code (UCC).Part II: Determining Whether a Contract Is Void,Voidable, or UnenforceableTo challenge the formation of a contract in the court of law, a party may present acontract defense — proof claiming that certain additional facts undermine the contract’sformation and destroy its enforceability. This part explains different contract defenses,including whether a party did anything illegal or unfair and whether the parties had theability to make a contract, as well as the factors that determine whether an oralagreement is enforceable.Part III: Analyzing Contract Terms and Their MeaningContract disputes arise when the parties don’t concur on which terms they agreed to orwhat the terms mean. One party may claim that the parties agreed to a term that doesn’tappear in the written contract. A contract may have gaps that fail to address unforeseencircumstances. Or the language in a contract may be ambiguous. The chapters in thispart discuss several strategies that the courts use to plug the
Contract Law For Dummies . Brushing up on the Uniform Commercial Code (UCC) Applying state law in federal court Applying different sources of contract law Forming, Defending, and Interpreting Contracts: The Basics . The Stuff outside the Writing Asking
