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| Acknowledgements | |
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| Introduction | |
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| About the Authors | |
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| Has a Deal Been Made? (Offer and Acceptance) | |
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| Determining Mutual Assent | |
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| Offer | |
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| In General | |
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| Uncertainty About Offers: Price Quotes and Public Advertisements | |
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| Termination of Offer | |
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| Rejection | |
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| Revocation (the Offeror of Common Law Contracts; Namely, Is King) | |
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| Lapse | |
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| Death (or Incapacity) of the Offeror (or Offeree) | |
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| Preservation of the Offer (Option Contracts) | |
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| Traditional Option- | |
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| UCC "Option" | |
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| Reliance as a Basis to Create an Option | |
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| Acceptance (The Other Half of the Mutual Assent Puzzle) | |
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| Three "Rules" About Acceptance | |
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| Intent to Accept | |
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| Who May Accept | |
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| Manner of Acceptance | |
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| Communication and Effectiveness of Acceptance | |
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| General Rules | |
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| The "Mailbox Rule" | |
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| The Restatement (Second) and the Effectiveness of Acceptance | |
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| Imperfect Acceptances (and Counteroffers) | |
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| Acceptance by Silence (or Inaction) | |
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| Mutual Misunderstanding of Contract Terms | |
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| Indefiniteness and Deferred Agreement | |
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| Indefinite and Missing Terms | |
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| Indefiniteness and Deferred Agreement-Continued | |
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| Deferred Agreement | |
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| Precontractual Liability | |
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| Is the Deal Enforceable? (Bases of Promissory Liability) | |
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| Consideration | |
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| In General | |
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| Past Consideration | |
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| Adequacy of Consideration | |
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| The Doctrine of Nominal Consideration | |
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| Consideration May Come From or be Received by Third Party | |
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| Compromise or Surrender of Claims as Consideration | |
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| Mutuality of Obligation and Illusory Promises | |
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| Modification and the Pre-Existing Duty Rule | |
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| Consideration Substitutes (and More) | |
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| The Material Benefit Rule (Promise + Prior Benefit Conferred) | |
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| Promissory Estoppel (Promise + Unbargained for Reliance) | |
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| Defined | |
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| Distinguished From Equitable Estoppel | |
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| As a Substitute for Consideration | |
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| As an Independent Basis of Liability | |
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| Remedies in Promissory Estoppel Cases | |
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| A Caution (or Two) | |
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| Are There Defenses to Enforcement of the Deal? | |
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| Defense Based on the Form of the Agreement (Statute of Frauds) | |
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| What Is the Purpose of the Statute of Frauds? | |
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| Which Agreements are Covered by (i.e. "Within") the Statute of Frauds? | |
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| If There Is a Writing, Does the Writing Satisfy the Statute of Frauds? | |
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| Contents | |
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| Who Signed the Writing- | |
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| When Is an Agreement Within the Statute of Frauds Enforceable Without a Writing? | |
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| Part Performance | |
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| Reliance | |
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| Defenses Based on Flaws in the Agreement Process | |
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| Duress | |
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| Misrepresentation of Existing Facts | |
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| Defenses Based on Flaws in the Agreement Process Continued | |
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| Non-disclosure/Concealment | |
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| Mistake of Existing Facts | |
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| Mutual mistake | |
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| Unilateral mistake | |
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| Defenses Based on What the Agreement Says | |
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| Illegality | |
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| Public Policy | |
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| Unconscionability | |
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| What Are the Terms of the Deal (Parol Evidence; Interpretation)? | |
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| The Importance of Determining the "Terms" or "Provisions" of a Contract | |
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| The Parol Evidence Rule | |
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| The Basic Rule | |
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| Exceptions | |
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| Overview of Parol Evidence | |
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| Ambiguity and External Evidence | |
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| The Plain Meaning Rule vs. External Evidence Rule | |
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| Interpretive Maxims | |
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| Using the Parties Dealings to Remove Ambiguity-Course of Dealing and Course of Performance | |
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| Special Rules for Contracts of Adhesion | |
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| Implied Terms | |
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| Terms Implied to Achieve the Parties' Intent | |
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| Obviously Omitted Terms | |
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| Trade Usage | |
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| Terms Implied to Achieve Policy Goals | |
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| Implied Covenant of Good Faith and Fair Dealing | |
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| UCC Supplied Terms | |
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| When Will Performance of the Deal Be Excused? | |
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| First Excuse-Other Guy's Total Nonperformance | |
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| Second Excuse-Other Guy's Saying He Is Not Going to Perform | |
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| Third Excuse-Reasonable Grounds for Insecurity | |
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| Fourth Excuse-Other Guy's Improper Performance | |
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| Common Law Material Breach Concept | |
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| UCC Perfect Tender Concept | |
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| Fifth Excuse of Performance-Non-Occurrence of an Express Condition | |
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| What an Express Condition Is | |
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| How an Express Condition Is Satisfied | |
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| Fifth Excuse of Performance-Non-Occurrence of an Express Condition-Continued | |
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| When Non-occurrence of a Condition Is Excused | |
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| Differences Between Express Conditions Precedent and Express Conditions Subsequent, and Between Express Conditions and Constructive Conditions | |
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| Express conditions precedent | |
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| Express conditions subsequent | |
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| Express conditions and constructive conditions | |
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| Sixth Excuse of Performance: Impossibility or Impracticability | |
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| Damage or destruction of the subject matter of the contract | |
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| Common law | |
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| Uniform Commercial Code | |
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| Death of a Contract Party | |
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| Supervening Law or Regulation | |
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| Force Majeure and "Hell or High Water" Clauses | |
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| Seventh Excuse of Performance: Frustration of Purpose | |
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| How Does the Law Enforce the Deal (Contract Remedies)? | |
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| Overview | |
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| Specific Performance | |
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| Names for Damages | |
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| Direct or General | |
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| Special or Consequential | |
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| Incidental | |
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| General Measure of Money Damages | |
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| Benefit of Bargain-The Expectation Interest | |
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| Ways to Measure Benefit of Bargain-Difference in Value of Performance | |
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| Ways to Measure Benefit of Bargain-Cost of Repair or Completion | |
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| Limitation on Cost of Repair or Completion-Economic Waste | |
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| Limitations on Damages | |
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| Certainty | |
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| Foreseeability | |
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| Avoidability-Mitigation and Costs You Don't Have to Pay | |
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| No Emotional Distress or Punitive Damages | |
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| Liquidated Damages | |
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| Reliance and Restitution Damages as Alternatives | |
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| UCC Changes to Damages | |
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| Contractual Limitation on Damages | |
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| Who Else Is Affected by the Deal? (Third Party Interests) | |
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| Third Party Beneficiaries | |
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| What Is a Third Party Beneficiary Contact? | |
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| What Is the Vocabulary of Third Party Beneficiary Law? | |
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| Have the Rights of the Third Beneficiary Vested? | |
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| Assignment | |
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| What Is an Assignment? | |
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| What Is Assignment Vocabulary? | |
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| What are the Limitations on Assignments? | |
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| Delegation | |
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| What Is a Delegation? | |
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| What Is Delegation Vocabulary? | |
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| What Are the Legal Consequences of a Delegation? | |
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| What Are the Legal Limits on Delegations? | |
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| Last Words | |