Learn from an expert: This ebook answers practitioners' need for a reference that combines a thorough analysis of the law with advice for resolving everyday drafting and litigation issues. The author has reviewed thousands of cases in his role as author of the supplements to Corbin on Contracts. He has represented clients in numerous contracts cases and has consulted with law firms across the country. From this experience, he has developed a book that examines the law governing contracts—including case law, Restatement (Second) of Contracts, Article 2 of the UCC, CISG, UETA, and E-SIGN—as well as practical issues of contract formation, drafting to avoid future controversy, interpretation, the parol evidence rule, modification, material breach, substantial performance, remedies, assignments and third-party beneficiaries, maintaining control, and getting the best result for your client. Plus, the third edition introduces a new chapter, Contract Drafting Land Mines, which outlines common problematic drafting issues and explains pragmatic solutions.
Summary of Contents
- Twenty-first Century Sources of Contract Law—Common Law, Restatement, UCC, and CISG
- The Purpose of Contract Law
- Promises the Law Will Enforce—Objective Theory of Contract—Contracts Implied in Fact and in Law
- Preliminary Agreements: Agreements Not Intended to Reach the Ultimate Contractual Objective
- The Agreement Process
- Drafting Offers—Controlling the Acceptance
- Revocation of Offers
- Making Offers Irrevocable
- Firm Offers Under the Uniform Commercial Code
- Employment Contracts
- Offers Irrevocable Through Reliance
- Irrevocable Offers Upon Part Performance—“Unilateral" vs. “Bilateral" Contracts
- Rejection of Offers—Counteroffers
- Acceptance of Offers
- The Manner and Medium of Acceptance
- The “Battle of the Forms"—Acceptance With Different or Additional Terms
- The Radical “Rolling Contract" Theory—“Accept or Return"
- Arbitration In the 21st Century
- CISG—Major Differences from U.S. Law
- The Validation Process—Seal, Uniform Written Obligations Act, Consideration, Promissory Estoppel, Illusory Promises, Requirements, Output, and Exclusive Dealing
- Contracts
- Statute of Frauds
- Contract Modifications
- Interpretation
- The Enigmatic Parol Evidence Rule
- Conditions in the Law of Contracts
- Unconscionability
- Third-Party Beneficiaries
- Assignments and Delegation
- Joint and Several Contracts
- Breach, Material Breach, Effects, and Decision—Criteria—Substantial Performance
- UCC—“Perfect Tender" Rule—Rejection—Cure—Revocation of Acceptance—Notice of Breach
- Anticipatory Repudiation—Demanding Adequate Assurances
- “Force Majeure"—Impossibility—Commercial Impracticability
- Remedies—Expectation, Reliance, and Restitution Interests in Common Law and the UCC
- Uniform Commercial Code Remedies
- Contract Drafting Land Mines