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The Law of Contracts and the Uniform Commercial Code

By Pamela R. Tepper

4th Edition © 2022
Discipline:Paralegal
Course:Contracts
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Introduce all of the important features of common law contracts as well as Article 2 of the Uniform Commercial Code with Tepper's THE LAW OF CONTRACTS AND THE UNIFORM COMMERCIAL CODE, 4E. This understandable approach reduces contract law to its basic components with examples that build upon one another. Real cases demonstrate how to apply concepts, while a fact pattern in each chapter highlights how contracts and related concepts impact daily lives, often with unusual results.

Chapter summaries and reviews, exercises and a running glossary work with learning objectives to help students fully grasp this complex area of law. Students remain engaged with this edition's unique emphasis on real contract situations familiar to readers from the internet or social media. Intriguing examples, exercises and cases reinforce this practical application of contract concepts not found in most legal texts. MindTap digital resources further strengthen students' understanding and application of principles.

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About this product

Introduce all of the important features of common law contracts as well as Article 2 of the Uniform Commercial Code with Tepper's THE LAW OF CONTRACTS AND THE UNIFORM COMMERCIAL CODE, 4E. This understandable approach reduces contract law to its basic components with examples that build upon one another. Real cases demonstrate how to apply concepts, while a fact pattern in each chapter highlights how contracts and related concepts impact daily lives, often with unusual results.

Chapter summaries and reviews, exercises and a running glossary work with learning objectives to help students fully grasp this complex area of law. Students remain engaged with this edition's unique emphasis on real contract situations familiar to readers from the internet or social media. Intriguing examples, exercises and cases reinforce this practical application of contract concepts not found in most legal texts. MindTap digital resources further strengthen students' understanding and application of principles.

COMPREHENSIVE, ACCESSIBLE COVERAGE PREPARES FUTURE PARALEGALS FOR SUCCESS. This edition provides a complete introduction to both common law contracts and the Uniform Commercial Code, Article 2, in order to thoroughly prepare readers for careers as paralegals.

INTERNET EXERCISES DEMONSTRATE WHERE AND HOW TO FIND CONTRACT AND OTHER KEY LEGAL INFORMATION. Students learn how to use the internet most effectively to locate sample contracts, templates and forms as well as other general online resources needed on the job. Carefully crafted internet exercises also teach students where to look for information in future jobs when paid sites, such as LEXIS and WESTLAW, are not available.

SPECIFIC CHAPTERS GUIDE STUDENTS IN DRAFTING AND ANALYZING CONTRACTS. Two chapters (Chs. 17, 18) are devoted to drafting contracts, while the final chapter (Ch. 19) offers a roadmap to analyzing problems within a contract. This emphasis on drafting and identifying problems is unique to this book.

PROVEN LEARNING AND STUDY AIDS HELP STUDENTS MASTER THIS COMPLEX AREA OF LAW. This edition offers updated learning aids, including learning objectives, chapter summaries, review questions, exercises and a running glossary to help readers fully grasp this complex area of the law.

Table of contents

Chapters

Cover Page
Title Page
Copyright Page
Dedication
Preface
Acknowledgments
Biography of Author
Part 1. An Introduction to Contracts
Part 2. An Introduction to the Uniform Commercial Code
Part 3. Drafting and New Developments in the Law

Part 1. An Introduction to Contracts

1. Contract Law: A General Introduction
Preview this section ↗
1.1. The Law of Contracts: The Past, the Present, and the Future ↗
The Common Law of Contracts: Developing the Case Law ↗
The Restatements of Contracts ↗
The Uniform Commercial Code: The Law of Commercial Transactions ↗
The Law of Sales: Article 2 ↗
Which Law Applies: Common Law or the U.C.C.? ↗
Consumer-Based Laws: Protecting the Public ↗
A New World: E-Commerce and the Law ↗
The Uniform Electronic Transactions Act (UETA) ↗
Electronic Signatures in Global and National Commerce Act (E-Sign) ↗
Uniform Computer Information Transactions Act (UCITA) ↗
1.2. Locating the Law: A Starting Point ↗
Legal Treatises ↗
Hornbook Treatises ↗
Law Review Journals and State Bar Journals ↗
Encyclopedias ↗
State Practice Series: Formbooks ↗
Internet Sites ↗
1.3. Practical Application ↗
Summary ↗
Key Terms ↗
Review Questions ↗
Exercises ↗
Ethics Exercise ↗
Case Assignments ↗
2. Contract Basics: An Overview
2.1. Defining a Contract: What Is It?
Learning the Legal Jargon
Components of a Contract
2.2. Contract Classifications: What’s in a Word?
Bilateral and Unilateral Contracts
Express and Implied Contracts
Executed and Executory Contracts
Void, Voidable, and Unenforceable Contracts
Formal and Informal Contracts
2.3. Practical Application
Summary
Key Terms
Review Questions
Exercises
Ethics Exercise
Case Assignments
3. Formation of a Contract: Offer and Acceptance
3.1. An Offer or Preliminary Negotiation: What Is It?
The Objective Test: Who Is That “Reasonable Person?”
Offeror Must Have Objective Intent
Proposals or Invitations
Offers Made in Jest
Terms of the Offer Must Be Definite and Certain
Output and Requirements Contracts: An Exception
Offeror Must Communicate Offer
Advertisements and Solicitations
3.2. Acceptance of the Offer
Written Acceptance
The Mailbox Rule
Oral Acceptance
Implied Acceptance
Mirror Image Rule
3.3. Terminating the Offer: Different Methods to End the Process
Action of Parties
Operation of Law
Unilateral and Bilateral Contracts Distinguished
3.4. Practical Application
Summary
Key Terms
Review Questions
Exercises
Ethics Exercise
Case Assignments
4. Consideration: The Value for the Promise
4.1. The Nature of Consideration
4.2. The Elements of Consideration
A Detriment or Benefit
A Bargained Exchange of the Parties
For Value
A Promise between the Parties
Value Must Be Legal
4.3. The Adequacy of Consideration
4.4. Absence of Consideration
Gifts
Illusory Promises
Moral Consideration
Past Consideration
The Preexisting Duty
4.5. The Exceptions: Contracts Enforceable Without Consideration
Promissory Estoppel
Statute of Limitations
Bankruptcy
Benefits Received
4.6. Consideration in Dispute
Liquidated Claims
Unliquidated Claims
4.7. Practical Application
Summary
Key Terms
Review Questions
Exercises
Ethics Exercise
Case Assignments
5. Mutual Assent of the Parties
5.1. Mutual Assent Defined
5.2. Methods of Destroying Mutual Assent
Fraud
Misrepresentation
Mistake
Duress
Undue Influence
Unconscionability
5.3. Practical Application
Default Provisions
Interest Provisions
Remedy Provisions
Summary
Key Terms
Review Questions
Exercises
Ethics Exercise
Case Assignments
6. Capacity: The Ability to Contract
6.1. Defining Legal Capacity
6.2. A Minor’s Contractual Capacity
Necessities
Misrepresenting Age
Ratification: Validating a Contract
Emancipated Minors: the Exception to the Rule
Minors, Contracts and the Internet
6.3. The Capacity of Insane and Mentally Incompetent Persons
6.4. Other Persons Lacking Capacity
Intoxicated or Drugged Persons
Aliens
6.5. Practical Application
Summary
Key Terms
Review Questions
Exercises
Ethics Exercise
Case Assignments
7. Legality in Contracts
7.1. Legality: A Necessity for Enforceability
7.2. Contracts Violating a Statute
Usury Laws
Wagering Laws
Sunday Laws
Unlicensed Performance Laws
7.3. Contracts Violating Public Policy
Surrogacy Contracts
Frozen Embryo and Sperm Donor Agreements
Prenuptial and Palimony Agreements
Agreements for the Donation of Human Organs or Bone Marrow
Contracts for Cannabis: Marijuana Sales
Covenants Not to Compete
Exculpatory Clauses
7.4. Saving an Illegal Contract: What Are the Remedies?
Divisible Contracts
7.5. Practical Application
Summary
Key Terms
Review Questions
Exercises
Ethics Exercise
Case Assignments
8. Proper Form of the Contract: The Writing
8.1. Understanding the Statute of Frauds
The Scope of the Statute of Frauds: Which Contracts Are Included?
8.2. Types of Contracts Required to Be in Writing
Contracts That Cannot Be Performed within One Year
Contracts of a Third Party to Pay the Debt of Another
Main Purpose Rule
Contract Made by Executors and Administrators of Estates
Contracts in Consideration of Marriage
Contracts for the Transfer of Real Property
Additional Contracts Requiring Writing
The Uniform Commercial Code’s Statute of Frauds
8.3. Satisfying the Statute of Frauds: The Writing
Exceptions to the Statute of Frauds: When Does It Not Apply?
8.4. Interpretation of a Contract
Rules of Interpretation
Summary of Interpretation
The Parol Evidence Rule
Merger Clauses: The Presumption of a Contract
8.5. Exceptions to the Parol Evidence Rule
8.6. Practical Application
Summary
Key Terms
Review Questions
Exercises
Ethics Exercise
Case Assignments
9. Performance and Discharge of the Contract
9.1. Conditions to Performance
Condition Precedent
Concurrent Condition
Condition Subsequent
Express and Implied Conditions
9.2. Discharging Contractual Obligations
9.3. Discharge by Performance
Substantial Performance
9.4. Discharge by Agreement
Rescission
Release
Novation
Accord and Satisfaction
Discharge by Contract Terms
9.5. Discharge by Nonperformance
Impossibility of Performance
Relaxing the Doctrine of Impossibility: Impracticability of Performance
Frustration of Purpose
Failure of a Condition
Breach of Contract
Anticipatory Breach
9.6. Discharge by Operation of Law
Bankruptcy
Statute of Limitations
9.7. Contract Modification: Threats of Nonperformance
9.8. Practical Application
Summary
Key Terms
Review Questions
Exercises
Ethics Exercise
Case Assignments
10. Remedies in Contract Law
10.1. Distinguishing between Legal and Equitable Remedies
10.2. Legal Remedies or Damages
Compensatory Damages
Consequential Damages
Punitive Damages: an Unusual Remedy in Contracts
Nominal Damages
Liquidated Damages
Mitigation of Damages
10.3. Equitable Remedies
Specific Performance
Injunctive Relief
Rescission
Reformation
10.4. Restitution and Reliance as a Remedy
Restitution
Reliance Damages
10.5. Election of Remedies
10.6. Practical Application
Summary
Key Terms
Review Questions
Exercises
Ethics Exercise
Case Assignments
11. Third-Party Contracts
11.1. Defining the Relationship in Third-Party Contracts
Intended Beneficiary
Donee Beneficiary
Creditor Beneficiary
Incidental Beneficiary
11.2. The Privity Problem
11.3. Distinguishing between Assignments and Delegations
11.4. Assignments
Perfecting the Assignment
Assumption of Rights and Obligations under an Assignment
11.5. Nonassignable Contract Rights
11.6. Delegation in Contracts
11.7. Novation Distinguished
11.8. Practical Application
Summary
Key Terms
Review Questions
Exercises
Ethics Exercise
Case Assignments
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