Contracts

This topic is also covered in Prof. Burnham’s CALI lesson The Parol Evidence Rule

This lesson is the second of two lessons that explore the performance of a contract for the sale of goods. It covers acceptance and revocation. The first lesson covers tender, inspection, and rejection.

This lesson is the first of two lessons that explore the performance of a contract for the sale of goods. It covers tender, inspection and rejection. The second lesson covers acceptance and revocation.

Many sellers do not disclaim warranties, but give a warranty with a limited remedy. This lesson explores the usual limitations of remedy and the statutory restrictions on them.

The lesson on UCC Warranties explored the various Article 2 warranties and how they are created. But there is also freedom of contract to disclaim those warranties. This lesson explores the requirements for a successful disclaimer of warranties.

A number of the provisions in Article 2 have special rules applicable to merchants, called the “merchant rules.” This lesson explores the definition of merchant in the UCC, key sections in Article 2 that rely on the concept of a merchant, and how different definitions of merchant apply in different provisions of Article 2.

Interpretation involves ascertaining the meaning of the words and provisions of a contract. Article 2 of the UCC is intended not to regulate commercial activity, but to facilitate it. An important part of commerce is business practices in general and in particular, usages of trade and understandings of the parties to the contract. Therefore, this lesson emphasizes those parts of interpretation. For a broader discussion of interpretation in contract law, see the CALI Lesson Interpretation of Contracts.

This lesson reviews the 2022 Amendments to UCC Article 2 that explain what law to apply to a "hybrid transaction" -- a transaction that involves both the sale of goods and something else. After completing the lesson, students will be able to determine whether a transaction is a hybrid transaction, which aspects predominate, and what law to apply to each aspect.

This lesson explores the changes to Article 2 in the 2022 Amendments to facilitate electronic transactions.

This lesson walks the user through significant portions of UETA, The Uniform Electronic Transactions Act.

This lesson explores the concepts of notice and knowledge. These are important concepts in many areas of law, e.g., contracts, property, constitutional law, criminal procedure and civil procedure.

This lesson introduces the student to the doctrine and processes involved in interpreting state and federal statutes. Statutes are a critical part of every substantive area of the law, so this is important background for every student, legal professional, lawyer and judge.

This is the second of two lessons about real estate purchase options. This lesson explains the problems in using purchase options that arise when the subject of the option is real estate.

This is the first of two advanced lessons on real estate purchase options. In so doing, the lesson covers their contract nature of options and their uses.

In this lesson the concept of foreseeability is illustrated by studying Hadley v. Baxendale. The author explains the meaning of the term "reasonably foreseeable" and presents multiple examples. The lesson ends with a several review questions on this subject.

This lesson explains the concept of excuse of performance by referring to K & G Construction Co. v. Harris. The author discusses factors that are taken into consideration when determining whether a breach was substantial and illustrates them in analysis of Walker & Co. v. Harrison.

The lesson begins with explanations of the terms substantial performance and substantial breach, followed by examples of each. The next section discusses factors listed in the Restatement that are taken into consideration when determining whether there has been a substantial breach.

The lesson addresses the concept of restitution as a remedy alternative to the expectation measure. The author discusses the elements that one has to prove to be awarded restitution. Next, the differences between reliance and restitution are explained.

This lesson discusses cost of completion as a remedy that is awarded when there is work still to be completed under a contract, or when the work called for under the contract was completed improperly. The author explains the relationship between expectation damages and cost of completion remedy.

This lesson examines specific performance as a remedy ordered by the court when the money damages will not be adequate.

This lesson explains the concept of liquidated damages. A liquidated damages clause in a contract states what damages the breacher will owe the non-breacher in the event of breach. You will have a chance to familiarize yourself with some sample clauses.

Reliance damages put the non-breaching party back in the same position the party was in before the contract was made. In this lesson, you will explore the distinction between reliance and expectation damages. Both concepts are illustrated by case law.

This lesson is part of a series that deal with contracts remedies. While proving the damages, a plaintiff has to prove damages with "reasonable certainty." This lesson explores that principle. The author discusses main concepts that explain the term "reasonable certainty" (the "new business rule", "traditional rule" and "current rule"). Examples of liberalization of the proof requirements for damages in the UCC and in the area of "psychic losses" are also covered.

For better understanding, you should run this lesson after you complete the lesson Contract Tutorials on Remedies - UCC Damage Rules for Buyers.