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University of Kansas School of Law
Peck, John C.


A. Hierarchy of law:
1. Constitutionà Statutesà Common Lawà Administrative lawà Restatement of the Law
2. Where does contract law fit in?
a. Uniform Commercial Code – statutes- Art. 2 deals with contracts for the sale of goods
b. Goods- things that are moveable at the time of the contract
c. Primarily fits into the Common Law area- predominant law of contracts
B. 5 parts to a contract:
1. Title
2. Parties and Date toward the top
3. recitals- background facts that the parties put in there so anyone trying to read it can construe what is going on
4. Body- where the parties do the promising
5. Signatures
C. Contracts always have a future element

D. Sections 1,2, and 3 of the restatement- definitions
1. First, a contract is a promise. Must have two or more people. Both sides have to promise- manifestation of an intention to do or not do something.
2. Contract = Offer + Acceptance + Consideration
3. UCC- covers sale of goods

E. Types of Contracts
1. Sale of Goods
2. Real Estate
3. Employment
4. Leases
5. Personal Services
6. Construction
F. UCC and Contracts
1. Articles one and two- general provisions and sales
2. UCC 2-102- applies to transactions of sales of goods
3. 2-105- goods are physical objects that are moveable at the time of the identification of the contract
4. 2-107(2)- can have a sale of crops even though it is not able to be moved until harvested (ex. given was wheat)

G. Restatement:
1. Section 1: Contract- a promise
2. 2- Promises- a manifestation of intention to act or refrain from acting
a. Do we enforce all promises? No- ex. illegal promises; promises by politicians; promises in social situations
3. 3- Agreement
H. What do lawyers do with contracts? Draft them, interpret them, negotiate them
I. Should we enforce promises because there is a moral basis to it?
1. Economic argument- focuses on allocation of resources- society is better off sometimes when a contract is breached from an economic standpoint?
2. Contract law usu. doesn’t pay legal fees normally or pain and suffering, etc.

A. Breach of contract
1. breaking a contract
B. Remedies
1. sections 344 and 345- restatement
2. Underlying interests that are being protected:
a. Expectation interest- put injured party in the same position they would have been in if they had the contract
b. Reliance- put injured party in the position they were before the contract- sometimes third parties have that
c. Restitutional interest- restoring to injured party any benefit conferred on the defendant through the contract
3. Section 345- list of things P might seek- involves a judgment or order
a. Money due under the contract as damages- typical thing we say
b. Requiring specific performance
c. Requiring restoration of a specific thing to prevent unjust enrichment
1). D holding an item that P wants to get back (replevin)
d. awarding a sum of money to prevent unjust enrichment
1) D holds something in derogation of the P and want to restore it
e. declaring the rights of the parties- declaratory judgment action
f. enforcing an arbitration award

C. Legal methods
1. Garnishment, attachment, judgment liens (judgments)
2. Order- court order to pay- if you don’t pay, you can be held for contempt and thrown in jail
3. ex. Forward contracts of the cotton farmers- contract with buyers of the cotton for 30 cents; farmers then take the contract, go to the bank, get a loan with the contract as collateral for seed, they plant; price of cotton go up to 80 cents, but cannot get out of the contract
3. Order

Difference between legal and equitable
a. Legal- money damages
b. Equitable- specific performance and injunctions (given by judges)
4. Punitive damages- not generally awarded sect. 355

5. Note p. 19- Nominal damages- If P proves a breach but fails to prove damages is traditionally awarded nominal damages- declaration of P’s rights

1. Arbitration- get to arbitration by contract; arbitrator makes the decision by contract
a. Enforceable by court
b. Major league baseball form of arbitration-
1) Both sides come in with a figure (for salary disputes)
2) Arbitrator chooses one figure or another- makes the sides come together- forces them to a much more reasonable solution
2. Mediation- mediator helps parties come to a resolution between themselves

A. Nature of Assent
1. Difference between objective vs. subjective theory of assent
a. Ex. Lucy v. Zehmer (120): Overriding issue- subjective vs. objective assent- two problems: drinking and jesting
b. To be a defense for intoxication- must have been intoxicated to the extent that he is unable to comprehend the nature and consequences of the instrument
1) Restatement 16- Intoxicated Persons
c. Objective vs. Subjective Assent – Restatement sections 16, 3,17, comment
2. Objectivist view preferred over subjective view
a. Law generally applies the objective theory, but that is not always the case
3. Objective view-