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University of California, Hastings School of Law
Sylvester, Jon H.

Outline Contract I
Prof. Sylvester
Fall 2017
Chapter 1 – Bases for enforcing promises
1. General
Authoritative sources
Uniform Commercial Code
Contracts with “sales of goods”
UCC art. 2 – Sales of goods =
State common law
All other contracts
Restatement, second = Not direct authority, but useful summary of state common law
Case law
Contract law is essentially a part of torts law were the breach was of contract and not law itself
Contract law is about enforcing promises – but not all promises are enforceable
The reasons for enforcing promises are economical and social
Contract law is fundamentally different from for example criminal law
It is procontracts à affects the rules
2. When is a promise enforceable?
2.1 Assumptions
Medical promises are generally not enforceable. Hawkins v. McGee. The reason is to give medical staff room to make promises for motivational purposes and malpractice is a better solution in worst cases.
A loose opinion or a “sales pitch” is generally not binding – in difference to specific characteristics or feature of the object. Bayliner Marine Corp v. Crow
2.2 Doctrine of consideration
2.2.1 Basic concept
Only requirement for consideration = bargain for exchange. Restatement § 71. Benefit for promisor or detriment for promise is used as evidence for bargain
Consideration is consideration – the courts shall not evaluate the proportionality (unless it is totally pro forma)
Consideration is to be evaluated from the time of the promise, not following actions.
Requirement for exchange: As the situation were at the time of the promise – action in the past do not count. Feinberg v. Pfeiffer Co – promise of “pension” when retiring for loyal work in 25 years.

l way to get the gift (ex. “If you walk to that shop I will buy you something there”) = not bargain
2.2.4 Moral obligation
When you act upon moral obligation at the time of the event it is not consideration for a promise that comes afterwards – because no bargain for exchange at the time of the act. Mills v. Wyman – Promise of payment after taking care of sick guy were not enforceable
The court could make exceptions from these kind of cases to prevent “injustice”. Webb v. McGowin – promise to pay crippled promise after promise saved promisor’s life. Restatement § 86. But very narrow rule! Harrington v. Taylor – not enforceable, humanitarian act to save a life (and maybe because she “just” hurt her hand)