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3 Credits

This course is a part of the program leading to:
Master of Science in Legal Studies
Master of Science in Compliance Law
Master of Science in Taxation

Contract Law is one of the most fundamental and essential elements of a legal education. Contracts are important because, at a very real and basic level, contracts are what allow modern society to function. Contracts are at the root of business law, family law, property law and so many others. Contracts are so ubiquitous in the world that we can sometimes take them for granted. Contracts are the means by which society makes promises enforceable. Without contracts, we would be reduced to a barter culture, with all transactions having to take place simultaneously and in real time.

In this course we will explore the nature and elements of contracts. We will discuss both what the law requires, and the rationale behind such requirements. Through the study of both text and cases, the student is expected to come away both with an understanding of how the law works and why it works that way. We will deal with both the theory of contracts, and in the practical use of contracts, as we review actual contract language, and how the use of slightly different terms can lead to significantly different results.

Topics to be covered include the formation of a contract as well as its termination, including offer and acceptance, consideration, informal contracts without consideration, detrimental reliance, promissory estoppel, capacity of parties, misconduct or mistake, conditions, performance and breach, damages, remedies for breach, third party beneficiaries, assignment and delegation, the statute of frauds, joint and several contracts, discharge of contracts and illegal bargains. Students are expected to develop an in-depth, sophisticated understanding of each area.

Course Objectives

There are several learning outcomes for students in this class. They are categorized as follows:

A. Skill Objectives

Students are expected to have or develop skills which are fundamental to this course and to the study of law in general as well as to working in the legal field. These skills include:

1. The ability to read, understand and digest a judicial opinion, including identifying and explaining:

  • the parties (Who is suing whom? What is the current posture of the parties to one another?);
  • the procedural history and posture of the case (e.g., how did the case get to this court? what happened in the court below?);
  • the factual background of the case (what events led to the parties' dispute?);
  • the legal issues the case presents (what questions is this court being asked to decide?) and the relief sought (e.g., damages, specific performance, rescission of the contract, an injunction?);
  • the parties' arguments (what reasons does each party offer for why relief ought/ ought not to be granted?);
  • the outcome (who won? what did the court order?) and reasoning of the court (why did the court rule as it did?);
  • how the case can be compared to and distinguished from other cases you have read.

2. After reading a statutory provision, the ability to explain the subject of the provision and the rule(s) set forth in the provision. (Note that statutes will be the subject of our studies less often than will cases, as the study of Contracts is more a study of the common law.)

3. The ability to explain basic Contract Law concepts, principles, and doctrines, as well as the relationships among those concepts, principles, and doctrines.

B. Performance Objectives

These objectives incorporate several of the skills described above. They require you to utilize them in complex ways, similar to some key functions of a lawyer. These skills are the ones that will be evaluated most directly on the exams.

Following completion of this course, it is expected that:

1. Presented with a complex situation involving relationships and disputes among two or more parties, you will be able to identify issues of contract law inherent in the situation.

2. After identifying relevant issues of contract law, you will be able to apply contract principles and doctrines to such issues, utilizing the facts of the situation, to develop well-reasoned, legally and factually supportable arguments on either or both sides of the issue.

3. Assess and analyze the respective strengths and weaknesses of each parties' arguments and overall legal positions.

C. Continuing Objectives

These objectives are inherent in and the skills described above, but go further, relating to the critical thinking skills that you will need to develop throughout both your school courses and legal career.

It is expected you will be able to:

1. Understand how and why the law has developed, changed, and is applied, including societal needs and influences that affect such development.

2. Evaluate legal institutions, doctrines, and principles critically and from multiple perspectives.

D. Substantive Objectives

With regards to the law of Contracts, it is expected that you will know, with a high degree of accuracy, the rules that govern:

1. Offer and Acceptance.

2. Parol Evidence.

3. Consideration.

4. Past Consideration and Moral Obligation.

5. Promissory Estoppel.

6. Capacity of Parties.

7. Duress.

8. Undue Influence.

9. Misrepresentation and Non-Disclosure.

10. Mistake.

11. Reformation.

12. Unconscionability.

13. Constructive Conditions.

14. Anticipatory Breach and Prospective Non-Performance.

15. Impracticability and Frustration.

16. Damages.

17. Restitution.

18. Specific Performance and Injunctions.

19. Third Party Beneficiaries.

20. Assignment and Delegation.

21. Statute of Frauds.

22. Joint and Several Contracts.

23. Discharge of Contracts.

24. Illegal Bargains.