Contracts LAW OF LEXIS.docx

1、Contracts LAW OF LEXISCATELOGELexisNexis Capsule Summary 5Contracts 5Chapter 1 5SOURCES AND DEFINITIONS OF CONTRACT LAW 5 1.01 What is a Contract? 5 1.02 Types of Contracts 5 1.03 Sources of Contract Law 5 1.04 Contracts for the Sale of Goods 6PART I. CONTRACT FORMATION 9Chapter 2 9OVERVIEW OF CONTR

2、ACT FORMATION 9 2.01 Mutual Assent 9 2.02 Basis for Remedy 9 2.03 Contract Formation by Electronic Agents 10 2.04 Receipt of Electronic Communications 10Chapter 3 11OFFER 11 3.01 What is an Offer? 11 3.02 When is the Offer Effective? 13 3.03 Revocation 14Chapter 4 16ACCEPTANCE 16A rejection of an of

3、fer by the offeree is effective when received by the offeror. If an offeree dispatches more than one response to an offer, regardless of whether the rejection is sent before or after the acceptance, if the rejection is received later than when the acceptance was dispatched, a contract is formed sinc

4、e an acceptance is effective upon dispatch but a rejection is effective upon receipt. Nevertheless, estoppel may operate to bar enforcement of such a contract where the offeror receives the rejection before the acceptance, and acts in reliance on such rejection. 20Chapter 5 22CONSIDERATION 22STATUTE

5、 OF FRAUDS 25 6.03 Signature 263 Signed Confirmation Between Merchants 274 Signature by Partys Agent 27 6.04 Avoidance of the Writing Requirement 271 Goods Contracts 27Contracts for the sale of goods that fall within the statute of frauds may be enforced, at least partially, in the absence of a writ

6、ing, in the following circumstances: 273) where the party against whom enforcement is sought admits in a pleading, testimony or otherwise under oath that a contract was made but the contract is only enforceable up to the quantity of goods admitted. UCC 2-201(3)(c) 282 Contracts for the Sale of Real

7、Estate 283 Contracts That Cannot be Completed Within One Year 285 Promissory Estoppel 28Chapter 7 29PAROL EVIDENCE RULE 29 7.05 Merger Clauses 30Chapter 8 31CONTRACT INTERPRETATION 31 8.07 Adhesion Contracts 33Chapter 9 34MODIFICATION 34 9.01 Good Faith Modification 34 9.02 Consideration 34 if the m

8、odification is fair and equitable in light of circumstances not anticipated by the parties at the time contract was made (the unforeseen difficulties exception); or 34 9.03 Writing Requirement 34 9.04 Ineffective Modification as Waiver of Original Terms 34PART IV. ENFORCEMENT AND AVOIDANCE 36Chapter

9、 10 36PROMISSORY ESTOPPEL 36Chapter 11 38VOID AND VOIDABLE CONTRACTS 38 11.01 Distinction Between Void and Voidable Contracts 38Certain defenses generally those that affect assent can render a contract voidable by the aggrieved party. Other defenses typically those that pertain to law and public pol

10、icy may render a contract void. The distinction is not clear-cut; for example, while defenses such as incapacity, duress or mistake generally render a contract merely voidable, if the circumstances prevented a meeting of the minds, the contract will be deemed void. Likewise, contracts with an illega

11、l purpose will generally be deemed void unless the parties are not in pari delicto. 38The legal effects of a contract being deemed voidable as opposed to void are: 381) Where a contract is merely voidable, the innocent party may enforce the contract, but the contract cannot be enforced against him.

12、If a contract is void, neither party can enforce the contract. 382) Rights in a voidable contract are transferable; rights cannot be transferred in a void contract. 383) If a party improperly transfers property to a bona fide purchaser for value, the injured party may recover the property if the con

13、tract governing the transaction is void but not if it was voidable. 384) Voidable contracts may be ratified by the party with the power to avoid the contract once the reason for such avoidance such as minor age, mental impairment, duress, undue influence or mistake no longer exists. Void contracts c

14、annot be ratified. 38 11.02 Defenses Affecting Assent 381 Incapacity to contract 382 Duress 393 Undue influence 40a Mutual mistake 40b Unilateral mistake 415 Misrepresentation 41a Generally 41 11.03 Duress, Undue Influence, or Misrepresentation by a Third Party 42 11.05 Defenses Based on Unconsciona

15、bility, Law and Public Policy 431 Unconscionability 432 Illegality and Violation of Public Policy 44Chapter 12 46IMPRACTICABILITY AND FRUSTRATION OF PURPOSE 46 12.01 Supervening Impossibility and Impracticability of Performance 46Increased cost alone does not excuse performance but an alternative pe

16、rformance that requires an unreasonable expenditure of resources may make performance of the contract impracticable. 46 12.02 Partial Impracticability 46If the circumstances giving rise to the impracticability affect only part of the performance, and the promisor can render substantial performance o

17、f his obligations, he must do so, as well as make reasonable substitute performance if available. Performance will be discharged only if the partial impracticability makes the remaining performance substantially more burdensome. 46In goods contracts, if the impracticability affects only a part of th

18、e sellers capacity to perform, the seller must allocate production and deliveries among its customers. UCC 2-615(b) 47 12.03 Supervening Frustration of Purpose 47If, after the contract is formed, circumstances arise which substantially frustrate a partys purpose in entering into the contract, the pa

19、rtys remaining duties are discharged, provided: 47 12.04 Existing Impracticability and Frustration of Purpose 47If the impracticability or frustration of purpose exists at the time the contract was made, no duty to perform arises where: 471) the party raising the excuse, without fault, had no reason

20、 to know of the facts giving rise to the impracticability or frustration; and 472) the non-existence of such facts is a basic assumption on which the contract was made. Restatement 266 47 12.05 Temporary Impracticability and Frustration 47 17.02 Rescission 683 Consideration 68 17.05 Novation 69 17.0

21、6 Account Stated 69 17.07 Release of a Co-obligor 695 Rights Embodied in a Tangible Item 716 Revocation of Assignments 717 Modification of Contract Following Assignment 719 Multiple Assignments of the Same Right 72 18.02 Delegation of Duties 733 Liability of Delegatee 744 Delegation Clauses 74 18.03

22、 Interpretation of Assignment Clauses 74Unless circumstances indicate otherwise, a contract term prohibiting assignment of the contract bars only the delegation of performance of a duty or condition by the assignor to an assignee. A contract term providing for assignment of the contract or all of my

23、 rights under the contract or other similar terms encompasses both an assignment of rights and delegation of unperformed duties under the contract. Restatement 322(1), 328(1); UCC 2-210(3), (4) 74 19.01 Third Partys Right of Enforcement 75 19.02 From Whom Third Party May Seek Enforcement 75 19.03 Ve

24、sting of Third Partys Rights 75 19.04 Defenses Against the Third Party Beneficiary 76LexisNexis Capsule SummaryContractsChapter 1SOURCES AND DEFINITIONS OF CONTRACT LAW 1.01 What is a Contract?A contract is formed in any transaction in which one or both parties make a legally enforceable promise. A

25、promise is a commitment or undertaking that a given event will or will not occur in the future and may be express or implied from conduct or language and conduct. A promise is legally enforceable where it: was made as part of a bargain for valid consideration; reasonably induced the promisee to rely

26、 on the promise to his detriment; or is deemed enforceable by a statute despite the lack of consideration. 1.02 Types of ContractsContract may be of the following types:1) Express an agreement manifested by words2) Implied-in-fact an agreement manifested by conduct 3) Implied-in-law (quasi-contract)

27、 not a true contract but an obligation imposed by a court despite the absence of a promise in order to avoid an injustice 1.03 Sources of Contract Law1) Common Law in most jurisdictions, contract law is not codified, and thus the primary source of general contract law is caselaw.2) Restatement writt

28、en by the American Law Institute to provide guidance to the bench and bar, the Restatement of Contracts (currently in the second edition) has no legal force but nevertheless provides highly persuasive authority.3) Uniform Commercial Code (UCC) created under the auspices of the American Law Institute

29、 and the National Conference of Commissioners on Uniform State Laws, has been adopted by every state except Louisiana. Proposed revisions to Article 2, governing contracts for the sale of goods, have been finalized and presented to the states for enactment.4) United Nations Convention on Contracts f

30、or the International Sale of Goods (CISG) ratified by many of the leading trading nations including the United States and China (but not the United Kingdom and Japan), it governs many transactions for the sale of goods between parties with places of business in different nations.5) UNIDROIT Principl

31、es of International Commercial Contracts non-binding authoritative text similar to the Restatement.6) Uniform Computer Transactions Act (UCITA) addresses issues arising out of computer licensing but has only been enacted in Virginia and Maryland.7) Uniform Electronic Transactions Act (UETA) adopted by most states, this act does not affect basic contract doctrine but governs the use of electronic communications. It applies to transactions, defined as the conduct of business, commercial or governmental affairs. Thus, it does not govern contracts such as those between family me