Contracts. Introduction. Introductions Seth C. Oranburg 1. Professor Seth C. Oranburg

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Contracts Professor Seth C. Oranburg Introduction 1. Introductions 2. Overview of Contract Law 3. Which Contract Law Applies? 4. How to Use the IRAC Writing Paradigm? 5. What Is a Contract, Anyway? 6.

1 Contracts Professor Seth C. Oranburg Introduction 1. Introductions 2. Overview of Contract Law 3. Which Contract Law Applies? 4. How to Use the IRAC Writing Paradigm? 5. What Is a Contract, Anyway? 6. Why Does Contract Formation Matter? 7. Directions for Next Class 3 Introductions About Contracts Law Classroom Rules How to Prepare What to Expect What You ll Learn Tell Me About You! Seth C. Oranburg 1

About Contract Law Contract law regards private agreements, or Private

that they prefer Thus, to the extent that contracts represents free

them But, when should law courts enforce or refuse to enforce

5 Classroom Rules No Laptops Attendance Required 6 How to Prepare for

2 About Contract Law Contract law regards private agreements, or Private Ordering Economics teaches that people generally choose to do things that they prefer Thus, to the extent that contracts represents free choices, people contract when they expect that doing so will benefit them But, when should law courts enforce or refuse to enforce purported agreements? 5 Classroom Rules No Laptops Attendance Required 6 How to Prepare for Class Read assignments Cases Restatements UCC provisions Brief Cases Summarize restatements Answer RC questions Seth C. Oranburg 2

What to Expect in Class Lecture Case Discussions Factual Rendering Rule Extraction Critical Reasoning Analysis Outcomes 8 What You ll Learn Issue

3 What to Expect in Class Lecture Case Discussions Factual Rendering Rule Extraction Critical Reasoning Analysis Outcomes 8 What You ll Learn Issue spotting Rule recitation Applying facts Concluding 9 Let s Talk About Why did you come to law school? What do you want to achieve? Seth C. Oranburg 3

4 Introduction 1. Introductions 2. Overview of Contract Law 3. Which Contract Law Applies? 4. How to Use the IRAC Writing Paradigm? 5. What Is a Contract, Anyway? 6. Why Does Contract Formation Matter? 7. Directions for Next Class 11 Overview of Contract Law Formation 1. Promises 2. Assent 3. Consideration 4. Alternatives 5. Defenses 6. Signature Performance 7. Content 8. Meaning 9. Breach 10.Excuse 11.Remedies 12.Damages 12 Formation Promise Objective Commitment ~Illusory ~Indefinite ~Incomplete ~Terminated Assent Offer Ads Bids Acceptance Mirror Image Rule Battle of Forms Timing Seth C. Oranburg 4

5 Formation Consideration Bargain Exchange ~Conditional Gifts ~Illusory Promises Pre-Existing Duty Rule Alternatives Promissory Estoppel Promissory Restitution Liability for Restitution 14 Formation Defenses Incapacity Mistake Misrepresentation Undue Influence Unconscionability Public Policy Writing MYLEGS Merchants Part Performance Estoppel Signatures E-Signatures 15 Overview of Contract Law Formation 1. Promises 2. Assent 3. Consideration 4. Alternatives 5. Defenses 6. Signature Performance 7. Content 8. Meaning 9. Breach 10.Excuse 11.Remedies 12.Damages Seth C. Oranburg 5

6 Meaning Express Terms Objective Construction Extrinsic Evidence Course of Dealing Performance Usage of Trade Performance Content Ambiguity Parol Evidence Implied Terms Express Conditions Implied Conditions Mutually Dependent Promises 17 Performance Breach Conditions Material Breach Total Breach Repudiation Insecurity Defenses Other s Breach Impossibility Impracticability Frustration 18 Remedies: at Law Expectation Reliance Restitution Liquidated Punitive Performance in Equity Specific Performance Prohibitory Injunction Specific Restitution Seth C. Oranburg 6

7 Introduction 1. Introductions 2. Overview of Contract Law 3. Which Contract Law Applies? 4. How to Use the IRAC Writing Paradigm? 5. What Is a Contract, Anyway? 6. Why Does Contract Formation Matter? 7. Directions for Next Class 20 Sources of Contract Law Judicial Opinions à Common Law Restatements of the [Common] Law Statutory Law = UCC International Commercial Law 21 Which contract law applies? The Uniform Commercial Code (UCC) applies to sales of goods. See UCC for the rule statement. The Common Law applies to contracts for services and sales of land Seth C. Oranburg 7

8 What are Goods? Goods are things that are moveable and identifiable at the time of sale NOT land NOT services See UCC 2-105(1) for the rule statement. 23 Introduction 1. Introductions 2. Overview of Contract Law 3. Which Contract Law Applies? 4. How to Use the IRAC Writing Paradigm? 5. What Is a Contract, Anyway? 6. Why Does Contract Formation Matter? 7. Directions for Next Class 24 IRAC Issue Rule Application Conclusion Whether Under Here Therefore Seth C. Oranburg 8

9 Issue Whether this agreement is governed by common law [of the state of Pennsylvania] or the Uniform Commercial Code? 26 Rule Under UCC 2-102, the UCC applies to transactions in goods. ( Unless the context otherwise requires, this Article applies to transactions in goods ) 27 Rule Explanation The UCC defines Goods in as all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale Seth C. Oranburg 9

Application Here, are these things goods? A happy puppy Grandma s silverware Roofing services The family farm Oil rights under the family farm Two million dollars 0.

10 Application Here, are these things goods? A happy puppy Grandma s silverware Roofing services The family farm Oil rights under the family farm Two million dollars Bitcoins 29 Analysis A happy puppy is a good because he is movable and identifiable at the time of sale: you can pick him out based on his fuzzy face and take him home with you! 30 Conclusion Therefore, since a happy puppy is a good, the UCC governs this agreement Seth C. Oranburg 10

11 Special Rules Sometimes, a special rule applies only to a certain set of facts. Such rules should only be mentioned when they apply. The UCC has a special rule in that says the UCC pertains to sale of oil rights. ( A contract for the sale of oil is a contract for the sale of goods within this Article if they are to be severed by the seller ) 32 Application of Special Rule Here, this contract s predominant purpose is the sale of oil rights under the family farm. 33 Conclusion Therefore, since this is a contract for oil rights, the UCC governs this agreement Seth C. Oranburg 11

12 Introduction 1. Introductions 2. Overview of Contract Law 3. Which Contract Law Applies? 4. How to Use the IRAC Writing Paradigm 5. What Is a Contract, Anyway? 6. Why Does Contract Formation Matter? 7. Directions for Next Class 35 What is a Contract, Anyway? A contract is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty. Restatement (Second) of Contracts 1 (1981) 36 Contract = Enforceable Bargain The formation of a contract requires a bargain in which there is a manifestation of mutual assent to the exchange and consideration. Restatement (Second) of Contracts 17(1) (1981) Seth C. Oranburg 12

3 Elements of a Contract Promise Assent Consideration 38 Promise A promise is a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in

13 3 Elements of a Contract Promise Assent Consideration 38 Promise A promise is a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding that a commitment has been made. Restatement (Second) of Contracts 2(1) (1981) 39 Assent Manifestation of mutual assent to an exchange requires that each party either make a promise or begin or render a performance. Restatement (Second) of Contracts 18 (1981) Seth C. Oranburg 13

14 Consideration (1) To constitute consideration, a performance or a return promise must be bargained for. (2) A performance or return promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise. Restatement (Second) of Contracts 71 (1981) 41 Alternatives to Consideration Whether or not there is a bargain a contract may be formed under special rules applicable to formal contracts or under the rules stated in Restatement (Second) of Contracts 17(2) (1981) 42 Defenses to Formation Lack of Capacity Mistake Misrepresentation Duress & Undue Influence Public Policy Seth C. Oranburg 14

15 The Statute of Frauds The following classes of contracts are subject to a statute, commonly called the Statute of Frauds, forbidding enforcement unless there is a written memorandum or an applicable exception: M.Y.L.E.G.S. Restatement (Second) of Contracts 110 (1981) 44 Introduction 1. Introductions 2. Overview of Contract Law 3. Which Contract Law Applies? 4. How to Use the IRAC Writing Paradigm 5. What Is a Contract, Anyway? 6. Why Does Contract Formation Matter? 7. Directions for Next Class 45 Why Contract Formation Matters Contracts are promises that courts will enforce So a court will require the payment of damages when a contract was formed but not performed In rare cases, courts will require a party to specifically perform contractual duties Seth C. Oranburg 15

16 Assume that a Contract Has Been Formed ümutual Assent üoffer üacceptance üconsideration üno Defenses üstatute of Frauds Satisfied 47 and the contract says performance is due xexpress Terms xcanons of Construction xextrinsic Evidence xconditions Precedent ximplied Terms xmutual Promises xcircumstances xgood Faith 48 did the party fail to perform as required? Breach Material Total Repudiation Failure to Give Adequate Assurances Seth C. Oranburg 16

17 can the party assert defenses to the failure?!?other s Breach!?Impracticability!?Frustration of Purpose!?Force Majeure 50 or does a non-performing party have to pay damages? qexpectation qconsequential qincidental qloss Avoided qreliance qrestitution qmoney DAMAGES TOTAL: $ $ $ $ ( ) $ $ $ 51 A court will rarely require a party to specifically perform qspecific Performance qprohibitory Injunction qspecific Restitution Seth C. Oranburg 17

18 Introduction 1. Introductions 2. Overview of Contract Law 3. Which Contract Law Applies? 4. How to Use the IRAC Writing Paradigm 5. What Is a Contract, Anyway? 6. Why Does Contract Formation Matter? 7. Directions for Next Class Seth C. Oranburg 18

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BAREXAMDOCTOR.COM UNLIMITED ESSAYS AND PTS ONLINE! ESSAY APPROACH. Bar Exam Doctor. CONTRACTS ESSAY ESSAY APPROACH www.barexamdoctor.com CONTRACTS ESSAY I. DOES THE UCC APPLY? a. The UCC governs all Ks for the sale of goods b. The UCC also has special rule governing transactions between merchants c.