Table Of Contenti
Acing
Contracts
A Checklist Approach to Contracts Law
Suzanne Darrow-Kleinhaus
Associate Professor of Law
and Director of Academic Development
Touro College
Jacob D. Fuchsberg Law Center
Series Editor
A. Benjamin Spencer
Mat #40516222
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© 2010 Thomson Reuters
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To my parents, Bernice and Albert Darrow, for their unwavering love
and support.
This book is in loving memory of my father, who taught me early the
meaning of promise—and what it meant to never make a promise one
could not keep.
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ACKNOWLEDGMENTS
T
his project has been a major enterprise and would not have happened without
the support and assistance of others. Thanks to my husband, Murray, for his love
and support. Thanks to Meredith, who demonstrates daily what it means to be a
loving mother and daughter. And thanks to Benjamin, who is always eager and
delighted to learn something new.
My deepest appreciation to Dean Larry Raful and to the Touro Law Center
for providing a stipend in support of this work. I would also like to thank
Professor Louise Harmon, Associate Dean for Academic Affairs & Faculty
Development, for her receptivity to new ideas and encouragement of faculty
scholarship. She truly cares about our projects and helps us make them happen.
I wish to thank my former law teachers and now colleagues, Professors
Heather Melniker and Sidney Kwestel, who model by example the art of
teaching, the process of legal thinking, and the type of professionalism that
comes only from within. But a very special thank you is owed to Sidney
Kwestel, my Contracts professor, without whom this book would not have been
written. I realized early in his class that what was important was learning to
identify the relevant questions because the answers I sought were to be found in
the questions I asked. It is wholly appropriate and right to recognize his
enormous contribution to a book which shows how to organize the rules into a
series of logical questions that guides the thought process to resolve the legal
issue.
Finally, I would like to thank my students. There are far too many to name
individually, but a couple made very real contributions.
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First, Nancy Chanin, class of 2010, without whom this manuscript would
never have been completed. Thank you for your careful reading, editing, and
unbelievable skill with the Blue Book. Your suggestions and presence during the
final phases of this book have been a comfort and true source of support. I am
forever grateful. I would also like to thank Daniel Podhaskie, class of 2010, who
contributed significantly to the sample analyses for several of the illustrative
problems.
SUZANNE DARROW-KLEINHAUS
Bellmore, New York
April 2010
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Table of Contents
Introduction
1. Introduction to Contract Law
What Is a Contract?
Central Themes of Contract Law
Sources of Contract Law
Common Law
Restatement (Second) Of Contracts
Uniform Commercial Code (UCC)
Revisions To The UCC
Classifying Contracts
Void, Voidable, And Unenforceable Contracts
Express, Implied, And Quasi–Contracts
Structure of This Book
The Contracts Timeline
2. Offer and Acceptance
The Objective Test
Unilateral and Bilateral Contracts
Review of Offer
Terminating an Offer
Revocation
Rejection or Counter-Offer
Lapse of Time
Death or Incapacity
Review of Acceptance
Acceptance by Promise
Acceptance by Performance
“The Mailbox Rule”
Silence and Dominion as Acceptance
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Review of Option Contracts and Irrevocable Offers
Consequences Of Irrevocability
Review of Formation Under the UCC
“Firm Offers”
“Battle of the Forms”
Formation Issues in the Internet Age
Offer And Acceptance Checklist
Illustrative Problems
Problem 2.1
Analysis
Problem 2.2
Analysis
Points To Remember
3. Consideration
Review of Consideration
The Requirement of Exchange
What Is Sufficient Consideration?
Adequacy of Consideration
Sham and Nominal Consideration
Mutuality of Obligation
Settlement of Claims
Illusory Promises
Exclusive Dealings
Satisfaction Clauses
Requirements and Output Contracts
Modification and the Pre–Existing Duty Rule
Modification Under the UCC
Accord and Satisfaction
Review of Promises Lacking Consideration
Gratuitous Promises
Past Consideration
Moral Obligation/Material Benefit Rule
Review of Promissory Estoppel
Consideration Checklist
Illustrative Problems
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Problem 3.1
Analysis
Problem 3.2
Analysis
Points To Remember
4. Statute of Frauds
Review of the Statute of Frauds
Satisfying The Statute
Exceptions
Part Performance
Unilateral Contracts
Promissory Estoppel
Review of the Statute of Frauds Under the UCC
Statute Of Frauds Checklist
Illustrative Problems
Problem 4.1
Analysis
Problem 4.2
Analysis
Points To Remember
5. Defenses and Limits on Enforceability
