Contracts Outline

Contracts I
Professor Derek Witte
Trinity 2009
Course Outline

I) Introduction – Who, What, When, Where & Why of Contracts I?
(1) Contracts
(i) Promises that the law will enforce
II) The Uniform Commercial Code
(1) Deals with Goods
(2) Does NOT apply to real estate or services
(3) All contracts under the UCC require good faith
(4) Article 1 = Basic Concepts and Definitions
(5) Article 2 = Sale of Goods
(i) Goods
a. All things which are movable
b. Unborn Young of Animals
c. Growing Crops
d. Minerals after removal from the ground
(ii) NOT Goods
a. Things in Action
i. Intangible Property (Ex. Insurance Policies)
b. Land or Interests in Land
i. Includes minerals in the ground
c. Service Contracts
(iii) Status of Software is Inconclusive at this time
(6) Article 2A
(i) Lease of Goods
(ii) Almost Identical to Article 2
III) Restatement of Contracts
(1) NOT law
(2) Guidance to the Courts
(3) Attempts to set Common Law Rules in writing

IV) Types of Contracts
(1) Unilateral
1. Calls for an act, not a promise
2. Part Performance (Restatement (II) §45)
a. Binds the offeror, NOT the offeree
(2) Bilateral
1. Calls for a promise
2. Part Performance
a. No Effect, because the act was not a condition of contract formation
b. Exception
i. If the contract calls for an act OR a promise, then part performance binds BOTH parties (Restatement (II) §62)
(3) Formal Contract (Contain Special Formalities)
1. Contract Under Seal
a. Not Used Anymore
2. Recognizance
a. Promise Made in Open Court
3. The Negotiable Instrument
a. Not Covered in this Class
(4) Informal (Express) Contract (MAIN TOPIC OF THIS CLASS)
1. Elements
a. Offer
b. Acceptance
c. “Consideration”
i. Formal Consideration
ii. Promissory Estoppel
iii. Moral Obligation
d. Legal Capacity (Covered in Contracts II)
e. Absence of Something that makes the Contract Unenforceable (Covered in Contracts II)
i. I.e. Illegality
2. Mutual Assent is required
a. Shown by
i. Verbal Acknowledgment
ii. Conduct
iii. Implied-in-fact Contract
iv. Both
(5) Social Contracts
1. Agreements between family members are generally not enforceable in court.
a. Agreements to bear children
b. Privileges for children of previous marriages
c. Exception – Business agreements between family members
i. Wages
ii. Loans for independent business ventures
iii. Prenuptial Agreements
iv. Postnuptial Agreements
V) Offer
(1) Elements
1. Definite
a. Price
b. Quantity
2. Commitment to Contract
a. Judged by the verb
3. Communicated

(2) Will be judged by an Objective Standard
1. Language
a. Construed in favor of offeree
2. Circumstances
3. Prior Relationships
a. UCC (Course of Dealings/Performance)
4. Negotiations (Oral Contract or Negotiations with a Written Contract to Follow?)
a. Is this type of contract usually written?
b. Is a writing required? (Statute of Frauds)
c. Are there a lot of details?
d. How much money is involved?
e. Is it a common type of contract for the parties involved?
f. Were all