Contracts Outline

Contracts Outline - Contracts Outline Professor Henning...

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Contracts Outline – Professor Henning – Fall 2007 thru Spring 2008 I. Introduction – The Importance of Promise A. Definition of Contract - a promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty (Restatement (Second), Contracts § 1 (1981)). 1. Promise - an undertaking, however expressed, either that something shall happen, or that something shall not happen, in the future; a commitment or something similar (Restatement, Contracts § 2 (1932)) 2. Default Contract Rules and Immutable (Unchangeable) Rules – most default contract rules may be waived by agreement of the parties; however, some rules may not be waived such as: a. Obligation to bargain in good faith, and b. UCC will not enforce a contract where the parties have waived the quantity to be sold B. Development of Contract Theory – the beginning of the century was very formalistic, but in the 1940-60s the legal realists began to take over. Now, contract law is more focused on individual fairness on a case-by-case basis and focuses on a legal relationship between two parties who have rights and duties that they seek to uphold in that relationship C. Uniform Commercial Code (UCC) – comprehensive statute dealing with wide range of commercial transactions. 1. Virtually Uniform Adoption – the UCC has been adopted in whole or in part by 49 states, including DC and the Virgin Islands. Louisiana has adopted articles 1,3,4, and 5. 2. UCC Article 2 – Sales of Goods is the primary focus in this course D. 1. National Conference of Commissioners on Uniform State Laws (Uniform Law Commission) – similar to ALI but are appointed by the appointing authorities of the state a. Function - creates state laws where the federal government has no expertise. 2. Public International Law - binds states (countries) 3. Private International Law – sets of rules designed to influence international law between private parties. 1
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a. Effect - When feds adopt treaty with another country, it displaces state laws (Supremacy Clause says that federal law is the law of the land). i. For a treaty to become law, advice and consent must be given and the country must file with the international governing body. 4. United Nations Convention on Contracts for the International Sale of Goods (CISG) – applies to contracts for the sale of goods between parties who do business in different countries when both countries have ratified the convention. a. Widely Adopted - ratified by 65 countries including NAFTA trading partners. b. Preemption - when applicable, it preempts the domestic law of sales (Article 2 of UCC) 5. UNIDROIT Principles of International Commercial Contracts – non-binding authoritative text similar to the Restatement which applies to international contract principles 2
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II. The Bargain Relationship A. The Agreement Process: Manifestation of Mutual Assent 1. Rule – contract formation is governed by the objective theory whereby we
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This note was uploaded on 04/17/2008 for the course LAW Contracts taught by Professor Henning during the Fall '07 term at Alabama.

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Contracts Outline - Contracts Outline Professor Henning...

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