Contracts in Context From Transaction to Litigation 2nd editon by Nadelle Grossman, Eric Zacks ISBN 1543857701 9781543857702

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Product details:

ISBN 10: 1543857701
ISBN 13: 9781543857702
Author: Nadelle Grossman; Eric A. Zacks

Contracts in Context: From Transaction to Litigation explores why parties enter into contracts, how written contracts are customarily structured, and how and why parties use contract design and terms to achieve their goals. The book is unique because it introduces students to customary contract provisions, and walks students through the lifecycle of a contract, including (i) pre-formation activities such as due diligence, preliminary negotiations, and contract drafting, (ii) contract formation, performance, and amendment, and (iii) dispute activities, such as interpretation, enforcement, defenses, and remedies. The book explores how parties “contract around” default requirements of the law, in addition to satisfying mandatory aspects of the law, through contracts. The book describes the role of both the transactional lawyer and litigator in working with contracts. It presents much of the material in expository fashion rather than only or primarily through cases. This allows students to learn the doctrine more easily. It also allows for more time on applying the law to new situations. The book challenges students to apply contract law through transactional and litigation practice and simulation problems, which are adaptable to the classroom and asynchronous setting.

Contracts in Context From Transaction to Litigation 2nd Table of contents:

Chapter 1: What Is a Contract? Why Is It Used?

A. Definition of Contract 
B. Why People Contract 
C. Contract Policy

Chapter 2: Structure and Role of Contract Law

A. Construct of Contract Law 
B. Contract Law Is State Law 
C. Choice of Law 
D. Governing Law 
E. Relationship of Contract Law to Other Areas of Law

Chapter 3: Parts of a Contract and Contract Terms

A. Factors in Determining Structure and Content of Contract

B. Specific Parts of the Contract and Typical Content

C. Preparing the Written Contract

Chapter 4: Mutual Assent

A. Contract Inquiry in Transactions and Litigation 
B. Objective Nature of Mutual Assent

C. Offer

D. Acceptance

Chapter 5: Mutual Assent Under UCC Article 2

A. When Does Article 2 of the UCC Apply?

B. The UCC’s General Approach 
C. Introductory Comments About Article 2 
D. UCC Rules Governing Mutual Assent

Chapter 6: “Forms,” Electronic Contracting, Smart Contracts, and Mutual Assent

A. Shrinkwrap Terms

B. Clickwrap Terms
C. Browsewrap Terms

D. Disappearance of Mutual Assent in Electronic Contracting

E. Electronic Signatures 
F. Smart Contracts

Chapter 7: Consideration

A. Justification for Consideration Doctrine 
B. Determining the Existence of Consideration

Chapter 8: Special Bargain Rules for Option Contracts

A. Typical Option Contract Situation and For

Chapter 9: Lawyer’s Representation of Clients in Contracting

A. Introduction to Transactional Lawyers

Chapter 10: Prebargain Diligence and Documentation

A. Sample Prebargain Process

Chapter 11: Contract Negotiation and Drafting

A. Performing Express Provisions

Chapter 12: Performing and Modifying the Contract

A. Performing Express Provisions

Chapter 13: Judicial Interpretation of Contract Terms

A. Emergence of Mutual Misunderstanding and Ambiguity

Chapter 14: Implied Terms Under the UCC

A. Implied Duty of Good Faith 
B. Implied Warranties

Chapter 15: Proving a Contract’s Terms: The Parol Evidence Rule

A. Parol Evidence Rule Requirements and Operation

Chapter 16: Excuses to Performance

A. How Defenses Work in Practice
B. Material Breach/Failure

Chapter 17: Introduction to Defenses to Enforcement and the Statute of Frauds

A. Defense as to Form: Statute of Frauds

Chapter 18: Incapacity

A. Infancy

Chapter 19: Duress and Undue Influence

A. Duress

B. Undue Influence

Chapter 20: Misrepresentation

A. Misrepresentation 
B. Promissory Fraud 
C. Fraud in the Execution

Chapter 21: Unconscionability and Public Policy

A. Unconscionability 
B. Defense Due to Defects in Terms 

Chapter 22: Promissory Estoppel

A. Theory of Promissory Estoppel 
B. Elements of Promissory Estoppel 
C. Pleading Alternative Theories 
D. Applicability of the Statute of Frauds in Promissory Estoppel Cases

Chapter 23: Alternative Theories of Recovery Absent a Bargain or Reliance

A. Recovery in the Absence of a Promise 
B. Promises in Recognition of a Past Material Benefit 
C. Policy Concerns

Chapter 24: Remedies Generally; Damages

A. Purpose of Remedies 
B. Monetary Damages 
C. Expectation Damages 
D. Reliance Damages 
E. Restitutionary Damages 
F. Remedies Opinions 

Chapter 25: Limits on Damages

A. Agreed Limits on Damages 
B. Foreseeability
C. Reasonable Certainty 
D. Causation 
E. Other Limits 
G. Mitigation

Chapter 26: Specific Performance and Agreed Remedies

A. Specific Performance 
B. Agreed Remedies: Liquidated Damages

Chapter 27: Disallowed Damages

A. Punitive Damages 
B. Attorneys’ Fees 
C. Damages for Emotional Distress

Chapter 28: UCC Remedies

A. Seller Remedies 
B. Buyer Remedies 

Chapter 29: Rights, Duties, and Liabilities of Third Parties

A. Third-Party Beneficiary 
B. Assignment of Rights and Delegation of Duties 
C. Tortious Interference with Contract 

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