Fundamentals of U.S. Contracts Law

Explore how mistakes in the offer can rescind a contract if the other party knows or should know, and how ambiguity, communication, and offer termination affect formation.

Explore how offers terminate by lapse of time, including expiration dates, how time limits begin (date of offer vs receipt), mail delays, and the effects of late or counter offers.

Explore how an offeror can revoke an offer, when revocation takes effect, and how acceptance, unilateral contracts, option considerations, and UCC vs common law shape contract formation.

Explore how acceptance forms mutual assent by either performing (unilateral contracts) or promising (bilateral contracts), and examine timing, knowledge, and intent required for valid acceptance.

Explore when acceptance becomes effective in bilateral contracts, inherent terms under the UCC, and why inquiries may not create counteroffers, with the Adams v. Linde cell doctrine governing authorized communications.

Explains when acceptance becomes effective under authorized and unauthorized means, with receipt by offer or its agent, and how mail, wire, or air mail affect timing, rejection, and counter offers.

Discover when silence amounts to acceptance, including cases where silence is deemed acceptance because of intent, or because of failure to reject goods, or due to past dealings.

Explore the concept of consideration in contracts, including bargain vs past consideration, legal sufficiency in unilateral contracts, legal detriment, and pre-existing duties.

The lecture explains enforcement of gratuitous promises via promissory estoppel and moral obligation, including promises to expired or discharged debts and past gratuitous services.

Real property sale contracts must be in writing under the statute of frauds. The one-year lease is exempt; a memorandum in writing and part performance can support specific performance.

Explain how a defendant may be estopped from asserting the statute of frauds due to plaintiff reliance and extreme hardship, and clarify when written modifications are required under the statute.

The uniform commercial code (UCC) harmonizes state commercial law for cross-state transactions, detailing ten articles from definitions to sales of goods, negotiable instruments, and secured transactions, with flexible formation rules.

Explore how the UCC changes consideration rules for modifications, rescissions, and waivers under sections 2-209, emphasizing good faith and notice requirements between merchants and non-merchants.

Explore how the UCC relaxes formation defenses, focusing on statute of frauds safeguards, memorandum sufficiency, and exceptions for specially manufactured goods, part payment, and unconscionable clauses.

Explore the parole evidence rule and how prior or contemporaneous agreements are inadmissible to modify an integrated contract, while subsequent or collateral agreements may introduce new terms.

This lecture explains how a third party beneficiary defends against a promisor's breach by failure of condition, express or constructive conditions, and the vesting of rights for beneficiary categories.

Learn how a valid assignment transfers a present contractual right, distinguishing present transfer from future promises, and understand the legal effects, considerations, and formalities under UCC and common law.