Chapter 1
OFFER AND ACCEPTANCE

I. INTENT TO CONTRACT

1. Objective theory of contracts
2. Legal enforceability
3. Intent to put in writing later

II. OFFER AND ACCEPTANCE GENERALLY

1. Definitions
2. Unilateral vs. bilateral contracts

III. VALIDITY OF PARTICULAR KINDS OF OFFERS

1. Offer made in jest
2. Preliminary negotiations
3. Advertisements
4. Auctions

IV. THE ACCEPTANCE

1. Who may accept
2. Offeree must know of offer
3. Method of acceptance

V. ACCEPTANCE VARYING FROM OFFER

1. Common law "mirror image" rule
2. UCC view

VI. DURATION OF THE POWER OF ACCEPTANCE

1. General strategy
2. Ways of terminating power of acceptance
3. Irrevocable offers

VII. WHEN ACCEPTANCE BECOMES EFFECTIVE

1. Mailbox rule
2. Both acceptance and rejection sent by offeree
3. Option contracts
4. Risk of mistake in transmission

VIII. INDEFINITENESS

1. Generally

IX. MISUNDERSTANDING

1. General rule
2. Offeree doesn't understand offer

Chapter 2
CONSIDERATION

I. INTRODUCTION

1. Definition of consideration
2. Uses of doctrine

II. THE BARGAIN ELEMENT

1. Promises to make gifts
2. Sham and nominal consideration
3. Promisee unaware
4. "Past consideration" no good

III. THE "DETRIMENT" ELEMENT

1. Generally
2. Pre-existing duty rule

IV. ILLUSORY, ALTERNATIVE AND IMPLIED PROMISES

1. Illusory promises
2. Implied promises

Chapter 3
PROMISES BINDING WITHOUT CONSIDERATION

I. PROMISES TO PAY PAST DEBTS

1. General rule

II. PROMISE TO PAY FOR BENEFITS RECEIVED

1. Generally

III. OTHER CONTRACTS BINDING WITHOUT CONSIDERATION

1. Modification of sales contracts
2. Option contracts
3. Guarantees

IV. PROMISSORY ESTOPPEL

1. General approach
2. Possible applications
3. Amount of recovery

Chapter 4
MISTAKE

I. MISTAKE GENERALLY

1. Definition

II. MUTUAL MISTAKE

1. Three requirements for avoidance
2. Special contexts

III. UNILATERAL MISTAKE

1. Modern view
2. Construction bids

IV. DEFENSES AND REMEDIES

1. Negligence
2. Remedies

V. REFORMATION AS REMEDY FOR ERROR IN EXPRESSION

1. Generally

Chapter 5
PAROL EVIDENCE AND INTERPRETATION

I. PAROL EVIDENCE RULE GENERALLY

1. What the rule does

II. TOTAL AND PARTIAL INTEGRATIONS

1. Definitions
2. Statement of rule
3. UCC

III. ROLES OF JUDGE AND JURY

1. Preliminary determinations made by judge

IV. SITUATIONS WHERE PAROL EVIDENCE RULE DOES NOT APPLY

1. Fraud, mistake or other voidability
2. Existence of a condition
3. Collateral agreements
4. Subsequent transactions

V. INTERPRETATION

1. Modern view
2. Maxims of interpretation

VI. TRADE USAGE, COURSE OF PERFORMANCE, AND COURSE OF DEALING

1. Definitions
2. Used to interpret even a complete integration
3. Priorities

VII. OMITTED TERMS SUPPLIED BY COURT

1. Generally

Chapter 6
CONDITIONS

I. CONDITIONS GENERALLY

1. Definition of "condition"
2. Distinction between conditions and promises

II. EXPRESS CONDITIONS

1. Strict compliance
2. Satisfaction of a party
3. Satisfaction of third person

III. CONSTRUCTIVE CONDITIONS

1. Use in bilateral conditions
2. Order of performance
3. Independent or dependent promises
4. Divisible contracts

IV. SUBSTANTIAL PERFORMANCE

1. Doctrine generally
2. Suspension followed by discharge
3. Factors regarding materiality
4. Material breach in contracts for the sale of goods

V. EXCUSE OF CONDITIONS

1. Introduction
2. Hindrance
3. Waiver

VI. REPUDIATION AND PROSPECTIVE INABILITY TO PERFORM

1. General effect of prospective breach
2. Insolvency or financial inability
3. Right to adequate assurance of performance

Chapter 7
ANTICIPATORY REPUDIATION AND OTHER ASPECTS OF BREACH

I. ANTICIPATORY REPUDIATION

1. General rule
2. What constitutes repudiation

II. OTHER ASPECTS OF REPUDIATION

1. Repudiation after performance is due
2. Retraction of repudiation
3. Mitigation required
4. Repudiation ignored, then sued on
5. Unilateral obligation to pay money
6. UCC damages for repudiation

Chapter 8
STATUTE OF FRAUDS

I. INTRODUCTION

1. Nature of Statute of Frauds
2. Five categories

II. SURETYSHIP

1. General rule
2. Main purpose rule

III. THE MARRIAGE PROVISION

1. Contract made upon consideration of marriage

IV. THE LAND CONTRACT PROVISION

1. Generally
2. Part performance

V. THE ONE-YEAR PROVISION

1. General rule
2. Impossibility
3. Impossibility or other excuse
4. Termination
5. Full performance on one side
6. Applies to all contracts

VI. CONTRACTS FOR THE SALE OF GOODS

1. General rule
2. Exceptions

VII. SATISFACTION BY A MEMORANDUM

1. General requirements for
2. Signature
3. UCC

VIII. ORAL RESCISSION AND MODIFICATION

1. Oral rescission
2. Modification

IX. RESTITUTION, RELIANCE AND ESTOPPEL

1. Quasi-contractual recovery
2. Promissory estoppel

Chapter 9
REMEDIES

I. INTRODUCTION

1. Distinction

II. EQUITABLE REMEDIES

1. Two types
2. Limitations on equitable remedies
3. Land-sale contracts
4. Personal services contracts
5. Sale of goods

III. VARIOUS DAMAGE MEASURES

1. Three types

IV. EXPECTATION DAMAGES

1. Defined
2. Formula for calculating
3. "Reasonable certainty"

V. RELIANCE DAMAGES

1. Generally
2. Limits on amount of reliance recovery
3. Cost to plaintiff, not value to defendant

VI. RESTITUTION

1. Generally
2. Not limited to the contract price
3. Losing contract

VII. SUBSTANTIAL PERFORMANCE AS A BASIS FOR SUIT ON THE CONTRACT

1. Substantial performance generally
2. Divisible contracts

VIII. SUITS IN QUASI-CONTRACT

1. Where allowed
2. No contract attempted
3. Unenforceable contracts
4. Breaching plaintiff

IX. FORESEEABILITY

1. General rule
2. Parties may allocate risks themselves

X. AVOIDABLE DAMAGES

1. General rule
2. Sales contracts
3. Losses incurred in avoiding damages

XI. NOMINAL AND PUNITIVE DAMAGES

1. Nominal damages
2. Punitive damages

XII. LIQUIDATED DAMAGES

1. Definition
2. General rule
3. Reasonableness of amount
4. UCC rules

XIII. DAMAGES IN SALES CONTRACTS

1. Where goods not accepted
2. Accepted goods

Chapter 10
CONTRACTS INVOLVING MORE THAN TWO PARTIES

I. ASSIGNMENT AND DELEGATION GENERALLY

1. Assignment distinguished from delegation

II. ASSIGNMENT

1. Present transfer
2. Terminology
3. UCC rules
4. Writing
5. Gratuitous assignments
6. What rights may be assigned
7. Contract terms prohibiting assignment
8. Assignee vs. obligor
9. Rights of successive assignees of the same claim
10. Rights of assignee against assignor

III. DELEGATION OF DUTIES

1. Definition
2. Continued liability of delegator
3. Non-delegable duties
4. Delegatee's liability

IV. THIRD PARTY BENEFICIARIES

1. Introduction
2. When beneficiary may sue
3. Discharge or modification by the original parties
4. Defenses against the beneficiary
5. Other suits in beneficiary contracts

Chapter 11
IMPOSSIBILITY, IMPRACTICABILITY & FRUSTRATION

I. INTRODUCTION

1. Nature of the problem
2. Risk allocation

II. IMPOSSIBILITY OF PERFORMANCE

1. Generally
2. Three classes

III. IMPRACTICABILITY

1. Modern view of impracticability

IV. FRUSTRATION OF PURPOSE

1. Frustration generally
2. Factors to be considered

V. RESTITUTION AND RELIANCE WHERE THE PARTIES ARE DISCHARGED

1. Generally
2. Restitution
3. Reliance

Chapter 12
MISCELLANEOUS DEFENSES

I. ILLEGALITY

1. Generally
2. Kinds of illegal contracts
3. Enforceability

II. DURESS

1. Generally
2. Ways of committing
3. Threat to breach contract

III. MISREPRESENTATION

1. Generally
2. Elements of proof
3. Non-disclosure

IV. UNCONSCIONABILITY AND ADHESION CONTRACTS

1. Adhesion contracts
2. Unconscionability

V. CAPACITY

1. Generally
2. Infants
3. Mental incompetents
4. Intoxication

Chapter 13
WARRANTIES

I. WARRANTIES GENERALLY

1. Types

II. EXPRESS WARRANTIES

1. Definition

III. IMPLIED WARRANTY OF MERCHANTABILITY

1. Generally
2. Meaning of "merchantable"
3. Always given unless disclaimed

IV. WARRANTY OF FITNESS FOR PARTICULAR PURPOSE

1. Generally
2. Elements

V. PRIVITY

1. Definition
2. When privity is necessary

VI. DISCLAIMERS OF WARRANTY

1. Generally
2. Express warranties
3. Implied warranties
4. Magnuson-Moss

VII. MODIFYING CONTRACT REMEDIES

1. UCC limits

Chapter 14
DISCHARGE OF CONTRACTS

I. RESCISSION

1. Mutual rescission
2. Unilateral rescission

II. ACCORD AND SATISFACTION

1. Executory accord generally
2. Consequences

III. SUBSTITUTED AGREEMENT

1. Distinguished from executory accord
2. Formal requirements

IV. NOVATION

1. Definition
2. Consent

V. ACCOUNT STATED

1. Generally

VI. RELEASES

1. Generally
2. Formal requirements