American Contract Law Course

Lesson 1 • Defining a Contract

Identifies the legal definition and essential characteristics of a contract. Distinguishes enforceable agreements from unenforceable promises.

Lesson 2 • Parties and Capacity to Contract

Examines who may legally enter a contract and the consequences of incapacity. Connects party status to enforceability throughout the course.

Lesson 3 • Overview of Contract Formation

Introduces the three pillars of contract formation: offer, acceptance, and consideration. Prepares students for detailed analysis in subsequent chapters.

Lesson 1 • Irrevocable Offers and Options

Examines firm offers and option contracts that limit the offeror's power to revoke. Introduces merchant firm offer rules for goods transactions.

Lesson 2 • Termination of an Offer

Covers the ways an offer loses legal effect before acceptance. Connects termination rules to the timing of contract formation.

Lesson 3 • Battle of the Forms

Addresses conflicting terms in commercial acceptances under goods transaction rules. Resolves disputes arising from standard form contracts.

Lesson 4 • Elements of a Valid Offer

Defines what constitutes a legally operative offer. Distinguishes offers from invitations to deal and preliminary negotiations.

Lesson 1 • Unjust Enrichment and Restitution

Covers quasi-contract recovery when no enforceable contract exists but a benefit is conferred. Distinguishes restitution from contract damages.

Lesson 2 • Promissory Estoppel

Introduces promissory estoppel as a substitute for consideration when detrimental reliance occurs. Connects this doctrine to equitable enforcement.

Lesson 3 • Problematic Consideration Situations

Identifies scenarios where consideration is disputed or defective. Applies rules to pre-existing duty, illusory promises, and modifications.

Lesson 1 • Misrepresentation and Fraud

Analyzes fraudulent and innocent misrepresentation as grounds to void or rescind a contract. Distinguishes actionable misrepresentation from mere puffery.

Lesson 2 • Mutual and Unilateral Mistake

Distinguishes mutual mistake from unilateral mistake and their differing legal consequences. Applies the basic assumption and materiality tests.

Lesson 3 • Unconscionability

Applies the procedural and substantive unconscionability framework to unfair contracts. Examines judicial remedies including refusal and modification.

Lesson 4 • Illegality and Public Policy

Identifies contracts unenforceable due to illegal subject matter or violation of public policy. Analyzes severability and restitution in illegal contracts.

Lesson 1 • Warranties and Representations

Distinguishes contractual warranties from mere representations and their enforcement consequences. Covers express and implied warranty doctrine.

Lesson 2 • Express and Implied Terms

Distinguishes terms explicitly stated from those implied by law or custom. Introduces implied duties of good faith and fair dealing.

Lesson 3 • Rules of Contract Interpretation

Applies canons of construction to resolve ambiguous or conflicting contract language. Prioritizes plain meaning, course of dealing, and trade usage.

Lesson 4 • Parol Evidence Rule

Explains when extrinsic evidence may supplement or contradict a written contract. Applies integration and merger clause analysis.

Lesson 1 • Impracticability and Force Majeure

Applies commercial impracticability doctrine and force majeure clauses to excuse performance. Distinguishes impracticability from mere difficulty.

Lesson 2 • Discharge of Contractual Duties

Identifies events that lawfully terminate contractual obligations without breach. Covers impossibility, frustration, and agreement-based discharge.

Lesson 3 • Anticipatory Repudiation

Analyzes the doctrine allowing a party to treat a future breach as immediate upon clear repudiation. Covers the non-breaching party's response options.

Lesson 4 • Standards of Contract Performance

Defines perfect tender, substantial performance, and strict compliance standards. Applies each standard to service and goods contracts.

Lesson 1 • Expectation Damages

Calculates damages designed to place the non-breaching party in the position performance would have provided. Covers direct and consequential loss.

Lesson 2 • Limitations on Damages

Applies foreseeability, certainty, and mitigation rules that cap recoverable damages. Connects each limitation to policy rationales.

Lesson 3 • Reliance and Restitution Damages

Examines alternative damage measures protecting reliance expenditures and preventing unjust enrichment. Compares each measure's strategic use.

Lesson 4 • Equitable Remedies

Covers specific performance, injunction, and reformation as alternatives to monetary damages. Identifies when equitable relief is appropriate.

Lesson 1 • Delegation of Contract Duties

Covers the transfer of contractual duties and the limits imposed by personal service and public policy. Distinguishes delegation from novation.

Lesson 2 • Assignment of Contract Rights

Analyzes the transfer of contractual rights from assignor to assignee. Identifies anti-assignment clauses and their enforceability limits.

Lesson 3 • Third-Party Beneficiaries

Distinguishes intended from incidental beneficiaries and their respective enforcement rights. Applies vesting rules to determine when rights become fixed.