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Law Outlines Contracts Outlines

Contracts Outline

Updated Contracts Notes

Contracts Outlines

Contracts

Approximately 58 pages

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The following is a more accessible plain text extract of the PDF sample above, taken from our Contracts Outlines. Due to the challenges of extracting text from PDFs, it will have odd formatting:

What would an objectively reasonable person impute as the intent of the offeror and offeree?

How do you analyze the facts in light of the rules?

Words and conduct must be interpreted in all the relevant circumstances to determine if a promise has been made.

Argue both sides! Need to have some sense of the outcome.

Go through issue-by-issue rather than one side then the other.

  1. Classical and Contemporary Contract Law

    1. Overview

      1. Contract law provides a framework within which parties can carry out a mutually beneficial exchange of goods and services. Parties expect to be better off as a consequence of the exchange.

      2. There are a number of possible “trading points” at which an exchange will be beneficial to both. Contract law enables us to:

        1. Identify the culminating moment of agreement from all bargaining activity, and

        2. Protect the agreement from any effort by either party to restart the bargaining process.

      3. Contract law is economic in its purpose because it deals with economic exchanges.

    2. Classical

      1. Certainty and consistency; a mechanical process.

        1. Selecting the right rule from the body of doctrine and applying it to the facts.

        2. Formalistic and rigid due to emphasis on clear rules and mechanical process.

      2. Free enterprise, private autonomy, laissez-faire approaches to economic activity

      3. Strictly objective approach to contractual relationships

    3. Contemporary

      1. Multidisciplinary approach: various schools of thought factoring makeup and philosophy of the judiciary, the use of legal tactics, the social goals to be achieved, etc.

        1. Legal realism – dynamics of the legal process

        2. Sociological jurisprudents – relationship between law and society

        3. Law and Economics movement – facilitation of exchanges on the free market

      2. Need flexible rules that accommodate and appropriately reflect the legal process.

        1. Did the parties intend to make an offer and acceptance?

        2. Does the court have a reasonably certain basis to determine the meaning of the terms of the contract (the existence of a breach and the scope of a remedy)?

  2. Common law, UCC, and Restatement (Second) of contracts

    1. Common Law

      1. Contracts are generally governed by common law, except to the extent that legislation has codified, changed, or added to it.

      2. Common law is state law.

    2. UCC

      1. The UCC as a Uniform Model Statute and State Legislation

        1. Model code covering only certain specific types of commercial transactions, with each type provided for in a separate article of the UCC.

          1. e.g., Article I (general provisions), Article II (sale of goods)

        2. Codifies well-established rules as well as clarifies and modernizes the law (bring the legal rules into line with contemporary commercial practice).

        3. Unifies commercial law through the country (since commercial law is state law).

          1. Congress has power over interstate commerce, but it cannot enact a single commercial statute with nationwide application.

        4. Enacted in every state (except Louisiana) with and without variations.

          1. However, courts in different states can reach divergent interpretations of the code provisions.

          2. Half of the states have enacted the 2001 revision of Article 1, while the other half uses the old version.

        5. Courts often rely on the Official Comments on interpreting the Code.

      2. The Use and Application of UCC Article II

        1. With respect to the sale of goods, UCC picks up wherever it differs from the general rules of the common law. However, common law rules and principles can supplement the provisions of the code unless displaced by particular code provisions. And in areas where the UCC is silent, the common law fills the gap. [UCC § 1-103]

          1. Hybrid transactions: if the dispute is divided between goods and services

            1. Most courts use the “predominant factor” test to decide which component is predominant. If sale of goods, then UCC. If provision of services, then common law.

            2. Some courts use the “gravamen” test. Apply UCC to goods component and common law to services component. [Criticism: goes against the goal of the UCC which is to simplify and clarify the law relating to commercial transactions]

        2. Hypo: what qualifies as a “sale of goods” under UCC § 2-105?

          1. Sale of a condominium

            1. No. A condo is not “goods” but real property. The concept of movability distinguishes tangible personal property from land and structures on land that are “united” with it.

          2. Contract to employ someone as a sales clerk in a department store

            1. No. The contract to employ sales clerk is not for the sale of goods, but for labor (services)

          3. Sale of a cow

            1. Yes. Livestock and crops are included within § 2-105.

          4. Sale of Michelangelo’s David

            1. Yes. Although large and heavy, David can be moved with effort and thus is a good.

          5. Contract for sculptor to make a marble copy of David for $10,000

            1. Yes. The end product to be delivered under the contract (copy of David) is the object of the transaction. Thus, the sculptor’s labor is entirely used in creating the copy of David (a tangible, movable end product) which is sold.

          6. Sale of food in a restaurant

            1. Hybrid: sale of food + provision of services (serving it and providing a table, silverware, etc.)

              1. “Predominant purpose” test: could depend on the issue – e.g., food poisoning – if food caused the injury, Article II could apply to the claim.

              2. “Gravamen” test: apply UCC to food and common law to services.

    3. Restatement (Second) Of Contracts

      1. Secondary authority setting out the rules of the common law of contract. Attempts to give coherent form to American contract doctrine. Influenced by the UCC.

      2. Offers guidance by its drafters on how the direction the law should take.

      3. Frequently cited and relied on by courts, but does not necessarily reflect what courts of a particular jurisdiction have actually held.

  3. The Objective Test

    1. Interpretation And The Objective Test

      1. There is a legal requirement that the parties show their intentional actually to be bound by the terms of their agreement. K2d § 17 refers to this as the “manifestation of mutual assent.”

        1. ...

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