The Law of Contracts and the Uniform Commercial Code

578 Pages·2011·8.03 MB·English

by  Pamela Tepper

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The Law of Contracts
and the
Uniform Commercial Code
Second Edition
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The Law of Contracts
and the
Uniform Commercial Code
Second Edition
Pamela R. Tepper
DELMAR
CENGAGE LearningTM
Australia • Brazil • Japan • Korea • Mexico • Singapore • Spain • United Kingdom • United States
The Law of Contracts and the Uniform © 2012, 1995 Delmar, Cengage Learning
Commercial Code, Second Edition
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1 2 3 4 5 6 7 14 13 12 11 10
DEDICATION
To my brother, Marc Tepper, who is always there for me—
no matter what! Don’t ever think it goes unnoticed. I don’t
know what I would do without you. Much love.
Brief Contents
PART I:
PART II:
An Introduction to Contracts
An Introduction to the
Uniform Commercial Code
CHAPTER 1 Contract Law: A General
Introduction | 2
CHAPTER 12 Sales: Article 2 of the Uniform
CHAPTER 2 Contract Basics: An Overview | 27 Commercial Code | 282
CHAPTER 3 Formation of a Contract: Offer CHAPTER 13 Performance under Article 2:
and Acceptance | 50 Seller and Buyer Duties | 322
CHAPTER 4 Consideration: The Value CHAPTER 14 Title, Risk of Loss,
for the Promise | 79 and Warranties | 347
CHAPTER 5 Mutual Assent of CHAPTER 15 Seller and Buyer Remedies | 381
the Parties | 100
CHAPTER 6 Capacity: The Ability to PART III:
Contract | 127
Drafting and New Developments
CHAPTER 7 Legality in Contracts | 146 in the Law
CHAPTER 8 Proper Form of the Contract:
CHAPTER 16 Contracts and the Internet:
The Writing | 167
Something Borrowed, Something New | 418
CHAPTER 9 Performance and Discharge
CHAPTER 17 Drafting a Contract:
of the Contract | 205
The Essentials | 442
CHAPTER 10 Remedies in
CHAPTER 18 Drafting a Contract:
Contract Law | 233
Specific Provisions | 464
CHAPTER 11 Third-Party Contracts | 256
CHAPTER 19 Analyzing a Contracts Problem:
Putting Theory into Practice | 508
vi
Contents
Preface | xi
3.3 Terminating the Off er: Diff erent Methods to End the
Acknowledgments | xvi
Process | 65
Biography of Author | xvii 3.4 Practical Application | 71
Summary | 73
Key Terms | 74
PART I:
Review Questions | 74
An Introduction to Contracts
Exercises | 74
Case Assignments | 78
CHAPTER 1
Contract Law: A General Introduction | 2 CHAPTER 4
Consideration: The Value for the Promise | 79
1.1 Th e Law of Contracts: Th e Past, the Present
and the Future | 3 4.1 Th e Nature of Consideration | 80
1.2 Locating the Law: A Starting Point | 16 4.2 Th e Elements of Consideration | 80
1.3 Practical Application | 22 4.3 Th e Adequacy of Consideration | 84
Summary | 23 4.4 Absence of Consideration | 87
Key Terms | 24 4.5 Th e Exceptions: Contracts Enforceable without
Review Questions | 24 Consideration | 90
Exercises | 24 4.6 Consideration in Dispute | 94
Case Assignments | 26
4.7 Practical Application | 94
CHAPTER 2 Summary | 96
Key Terms | 96
Contract Basics: An Overview | 27
Review Questions | 97
2.1 Defi ning a Contract: What is it? | 28
Exercises | 97
2.2 Contract Classifi cations:
Case Assignments | 99
What’s in A Word | 33
2.3 Practical Application | 43 CHAPTER 5
Summary | 46 Mutual Assent of the Parties | 100
Key Terms | 46 5.1 Mutual Assent Defi ned | 101
Review Questions | 46
5.2 Methods of Destroying Mutual Assent | 101
Exercises | 47
5.3 Practical Application | 119
Case Assignments | 49
Summary | 121
CHAPTER 3 Key Terms | 122
Review Questions | 122
Formation of a Contract: Offer and Acceptance | 50
Exercises | 122
3.1 An Off er or Preliminary Negotiation: What is it? | 51
Case Assignments | 126
3.2 Acceptance of the Off er | 60 vii
viii CONTENTS
CHAPTER 6 9.3 Discharge by Performance | 210
Capacity: The Ability to Contract | 127 9.4 Discharge by Agreement | 213
6.1 Defi ning Legal Capacity | 128 9.5 Discharge by Nonperformance | 216
6.2 A Minor’s Contractual Capacity | 128 9.6 Discharge by Operation of Law | 222
6.3 Th e Capacity of Insane and Mentally Ill persons | 134 9.7 Contract Modifi cation:
Th reats of Nonperformance | 224
6.4 Other Persons Lacking Capacity | 136
9.8 Practical Application | 225
6.5 Practical Application | 139
Summary | 228
Summary | 141
Key Terms | 229
Key Terms | 141
Review Questions | 229
Review Questions | 141
Exercises | 229
Exercises | 142
Case Assignments | 232
Case Assignments | 145
CHAPTER 10
CHAPTER 7
Remedies in Contract Law | 233
Legality in Contracts | 146
10.1 Distinguishing between Legal and
7.1 Legality: A Necessity for Enforceability | 147
Equitable Remedies | 234
7.2 Contracts Violating a Statute | 147
10.2 Legal Remedies or Damages | 234
7.3 Contracts Violating Public Policy | 153
10.3 Equitable Remedies | 239
7.4 Saving an Illegal Contract: What Are
10.4 Restitution and Reliance as a Remedy | 243
the Remedies? | 160
10.5 Election of Remedies | 248
7.5 Practical Application | 162
10.6 Practical Application | 248
Summary | 163
Key Terms | 163 Summary | 250
Key Terms | 250
Review Questions | 163
Review Questions | 251
Exercises | 164
Exercises | 251
Case Assignments | 166
Case Assignments | 255
CHAPTER 8
CHAPTER 11
Proper Form of the Contract: The Writing | 167
Third-Party Contracts | 256
8.1 Understanding the Statute of Frauds | 168
11.1 Defi ning the Relationship in
8.2 Types of Contracts Required to be in Writing | 171
Th ird-Party Contracts | 257
8.3 Satisfying the Statute of Frauds: Th e Writing | 180
11.2 Th e Privity Problem | 263
8.4 Interpretation of a Contract | 188
11.3 Distinguishing between Assignments
8.5 Exceptions to the Parol Evidence Rule | 196
and Delegations | 264
8.6 Practical Application | 197
11.4 Assignments | 264
Summary | 199
11.5 Nonassignable Contract Rights | 267
Key Terms | 200
11.6 Delegation in Contracts | 270
Review Questions | 200
11.7 Novation Distinguished | 272
Exercises | 201
11.8 Practical Application | 273
Case Assignments | 203
Summary | 274
CHAPTER 9 Key Terms | 275
Performance and Discharge of the Contract | 205 Review Questions | 275
9.1 Conditions to Performance | 206 Exercises | 275
9.2 Discharging Contractual Obligations | 209 Case Assignments | 278