Contracts Course

Lesson 1 • What Is a Contract

Defines a contract by its essential characteristics and legal purpose. Anchors all subsequent topics by establishing the baseline concept of a binding agreement.

Lesson 2 • Core Elements of a Valid Contract

Examines offer, acceptance, consideration, capacity, and legality as required elements. Students apply a checklist to determine whether any given agreement is enforceable.

Lesson 3 • The Role of Intent and Mutual Assent

Explores how courts assess objective intent and the meeting of the minds. Students learn to distinguish genuine assent from apparent agreement.

Lesson 1 • Option Contracts and Firm Offers

Distinguishes irrevocable offers from standard revocable ones and explains their commercial use. Students apply these concepts to protect negotiating positions.

Lesson 2 • Rules Governing Acceptance

Analyzes the conditions under which acceptance is effective and binding. Builds on offer rules to complete the formation analysis.

Lesson 3 • Termination of an Offer

Identifies the ways an offer can end before acceptance, including revocation and rejection. Students learn to spot when no contract can be formed.

Lesson 4 • Crafting and Communicating an Offer

Covers the requirements for a valid offer, including definiteness and communication. Connects to formation by showing what must exist before acceptance can occur.

Lesson 1 • Promissory Estoppel as a Substitute

Introduces promissory estoppel as an equitable doctrine that enforces promises without consideration. Students identify when reliance substitutes for the bargain requirement.

Lesson 2 • Doctrine of Consideration Explained

Defines consideration as a bargained-for exchange of legal value. Establishes why courts require it and how it distinguishes contracts from gifts.

Lesson 3 • Adequacy and Sufficiency of Consideration

Distinguishes adequacy from sufficiency and explains when courts will not inquire into fairness. Students assess whether nominal consideration supports a contract.

Lesson 1 • Express and Implied Terms

Distinguishes terms explicitly stated from those implied by law, custom, or conduct. Students identify the full scope of obligations in any agreement.

Lesson 2 • Parol Evidence Rule

Explains when extrinsic evidence may or may not be used to interpret or vary written terms. Students determine which evidence is admissible in a contract dispute.

Lesson 3 • Conditions and Their Classification

Analyzes conditions precedent, subsequent, and concurrent and their effect on duties. Students trace how conditions control when obligations arise or are discharged.

Lesson 4 • Rules of Contract Interpretation

Covers the hierarchy of interpretive rules courts use to resolve ambiguous language. Students apply these rules to reach defensible readings of disputed clauses.

Lesson 1 • Illegality and Public Policy

Addresses contracts that are void or voidable because of illegal subject matter or policy violations. Students identify when courts will refuse to enforce an agreement.

Lesson 2 • Unconscionability

Defines procedural and substantive unconscionability and how courts apply the doctrine. Students evaluate contract terms for oppressive or unfair characteristics.

Lesson 3 • Misrepresentation and Fraud

Covers fraudulent, negligent, and innocent misrepresentation and their remedies. Students distinguish the types and determine when rescission or damages apply.

Lesson 4 • Mistake in Contract Formation

Analyzes mutual and unilateral mistake and their effect on enforceability. Students determine when a court will void or reform a contract based on error.

Lesson 1 • Material Breach and Its Consequences

Identifies what constitutes a material breach and the rights it triggers for the non-breaching party. Students decide when to treat a contract as terminated vs. suspended.

Lesson 2 • Anticipatory Repudiation

Covers the doctrine allowing a party to treat a future breach as present when repudiation is clear. Students respond strategically to repudiation before the performance date.

Lesson 3 • Force Majeure and Excuse Doctrines

Examines contractual and common-law excuses for non-performance due to extraordinary events. Students draft and interpret force majeure clauses for maximum protection.

Lesson 4 • Standards of Performance

Defines complete, substantial, and defective performance and their legal consequences. Students measure actual performance against contractual standards.

Lesson 1 • Compensatory Damages Framework

Introduces expectation, reliance, and restitution as the three measures of compensatory damages. Students select the appropriate measure based on the breach and the injured party's position.

Lesson 2 • Agreed Remedies and Limitation Clauses

Reviews contractual provisions that modify or cap the remedies available to the parties. Students assess enforceability and negotiate balanced remedy provisions.

Lesson 3 • Liquidated Damages and Penalties

Distinguishes enforceable liquidated damages clauses from unenforceable penalty clauses. Students draft and evaluate pre-estimated damage provisions.

Lesson 4 • Equitable Remedies

Examines specific performance, injunctions, and rescission as alternatives to monetary damages. Students determine when equitable relief is available and appropriate.

Lesson 1 • Risk Allocation in Commercial Contracts

Analyzes how indemnities, warranties, and insurance requirements distribute risk between parties. Students design risk allocation frameworks suited to specific transaction types.

Lesson 2 • Structuring Complex Agreements

Covers the architecture of multi-part commercial contracts, including recitals, operative provisions, and schedules. Students organize complex deals into coherent, navigable documents.

Lesson 3 • Negotiation Strategy for Key Provisions

Develops tactical approaches to negotiating high-stakes contract terms. Students prioritize positions, make concessions strategically, and protect core client interests.

Lesson 4 • Contract Lifecycle Management

Addresses the management of contracts from execution through expiration or termination. Students implement systems to monitor obligations, renewals, and compliance.