Basic Contract Law » (8th Edition)

The thoroughly updated and modernized Sixth Edition of this famous casebook is built on the spine of leading contracts cases, which are presented in a full-bodied way, with only limited editing of the facts. Text Notes are used selectively, so readers are provided with background discussions where an issue is better elaborated by notes than by case. There are copious cross-references to the UCC and the Restatement (Second) of Contracts. And, three important innovations have been made in the Sixth Edition: the addition of extensive cross references to the Convention for the International Sale of Goods and the Unidroit Principles of International Contracts Law, together with Text Notes concerning CISG and Unidroit; the inclusion of extensive cross-references to the Drafts of proposed new Articles 2 and 9 of the UCC; and the use of extensive Text Note Material on the effect of Electronic Data Interchange on contract law.

Acknowledgments

Table of Cases

Table of Uniform Commercial Code Citations

Table of Uniform Consumer Credit Code Citations

Table of Citations to the Restatement of Contracts

PART I WHAT PROMISES SHOULD THE LAW ENFORCE? -- THE DOCTRINE OF

CONSIDERATION

Chapter 1 An Introduction to Considerations: Donative Promises, Form, and Reliance

1. Simple Donative Promises

2. The Element of Form

3. The Element of Reliance

Chapter 2 The Bargain Principle and Its Limits

1. The Bargain Principle

2. Unconscionability

3. Forbearance to Bring Suit

4. The Problem of Mutuality

5. Performance of a Legal Duty as Consideration; Modification and Waiver of Contractual Duties

Chapter 3 Past Consideration (Including the Problem of "Moral Obligation" as Consideration for

a Promise).

Chapter 4 The Limits of Contract

PART II REMEDIES FOR BREACH OF CONTRACT

Chapter 5 An Introduction to Contract Damages

Chapter 6 The Expectation Measure

1. Damages for Breach of a Contract to Perform Services

2. Damages for Breach of a Contract for the Sale of Goods

3. Mitigation: Contracts for Employment

4. Foreseeability

5. Certainty

6. Damages for Mental Distress

7. Liquidated Damages

Chapter 7 Specific Performance

Chapter 8 The Reliance and Restitution Measures

1. Reliance Damages in a Bargain Context

2. The Restitution Measure

PART III ASSENT

Chapter 9 An Introduction to Interpretation

Chapter 10 The Mechanics of a Bargain (I) - Offer and Revocation

1. What Constitutes an Offer

2. Termination of the Officer's Power of Acceptance: Lapse, Rejection, and Counter-Offer

3. Termination of the Offeree's Power of Acceptance: Revocation

Chapter 11 The Mechanics of a Bargain (II) - Contracts Concluded by Correspondence

Chapter 12 The Mechanics of a Bargain (III) - Modes of Acceptance

Chapter 13 Implied-in-Law and Implied-in-Fact Contracts; Unilateral Contracts Revisited

Chapter 14 Preliminary Negotiations, Indefiniteness, and the Duty to Bargain in Good Faith

Chapter 15 The Parol-Evidence Rule; Further Problems of Interpretation

Chapter 16 The Roles of Trade Usage, Course of Performance, and Course of Dealing in

Determining the Content of and Agreement

PART IV FORM CONTRACTS IN COMMERCIAL AND CONSUMER CONTEXTS

Chapter 17 Contract Formation in a Form-Contract Setting

Chapter 18 Interpretation and Unconscionability in a Form-Contract Setting

PART V MISTAKE AND CHANGED CIRCUMSTANCES

Chapter 19 Mistake

1. Misunderstanding

2. Mutual Mistake

3. Unilateral Mistake

4. Nondisclosure

5. Mistakes in Transcription, Reformation

Chapter 20 The Effect of Changed Circumstances

PART VI PROBLEMS INVOLVING PERSONS OTHER THAN THE PARTIES TO THE

ORIGINAL CONTRACT

Chapter 21 Third Party Beneficiaries

Chapter 22 Assignment and Negotiation

1. Introduction

2. Assignability of Rights and Delegability of Duties

3. Financing Through the Assignment of Claims

4. Defenses of the Obligor Against the Assignee in a Commercial Context

5. Negotiation: Defenses in the Consumer Context

PART VII PROBLEMS OF PERFORMANCE

Chapter 23 The Obligation to Perform in Good Faith

Chapter 24 The Doctrine of Substantial Performance

1. The General Principle

2. Contracts for the Sale of Goods

Chapter 25 Express Conditions

1. Introduction

2. The Distinctions Between The Operations of a Promise And the Operation of a Condition

3. Conditions Precedent and Conditions Subsequent

4. Problems of Interpretation in Distinguishing Between Conditions and Promises

5. Conditions of Cooperation: Prevention; The Implication of a Promise From an Express Condition

6. Conditions of Satisfaction

7. Conditions of Payment

8. Excuse

Chapter 26 Breach of Response

1. Mutual Dependency of Performances

2. Order of Performance and Ability to Perform

3. Material Breach: Failure of Performance by One Party as an Excuse for Nonperformance by the Other

Chapter 27 Anticipatory Repudiation, Prospective Inability to Perform, and Adequate Assurance

of Performance