Preface

     The law of contract tells us the manner and extent to which agreements between or among individuals, businesses, government, and others will be enforced by courts. Such agreements form and sustain a vast number of relationships and economic activity. Accordingly, study of the law of contract is a fundamental building block of a legal education and a staple of the first year curriculum in law schools throughout the United States.  

      Agreements govern a wide range of human activity, such as: purchase and sale of real estate, purchase and sale of goods, employment, furnishing of other personal services (dry cleaning, medical, legal, engineering, architectural, painting, construction, education, and countless others), loans, insurance, software licensing, publishing, movie making. Later in law school, or in law practice, you may learn about additional law governing these specific types of contracts. But in the first year of law study we concentrate on the general principles applicable, in most instances, to all types of contracts.  These principles help us to understand what kinds of promises establish enforceable contracts and what kinds of promises do not, to predict how and when contracts are formed, to understand the nature of obligations and conditions that contracts impose, and to understand the ways in which courts will enforce contracts that have not been performed as promised.  These principles also help us develop skills for effective drafting of written contracts.

      In virtually all first year law school classes, including Contracts, you will study law primarily by learning to understand and critically analyze the content of primary sources (constitutions, statutes, regulations, and judicial opinions) and by learning how to select and apply the content of those sources to serve a client's needs.  However, even limiting our inquiry to the subject of contract, we cannot possibly study all primary sources.  They are simply too numerous, and many are not very interesting or illuminating.  Moreover, the purpose is not for you to assimilate the content of all primary sources or memorize every rule.  While you will likely have to memorize a great many rules in preparation for a bar examination, the good lawyer finds, reads, rethinks, and often tries to reshape the rules in service of a client.  Accordingly, we study only a very small sample of primary sources which, together with a collection of hypothetical client problems, is designed to serve several purposes simultaneously: (1) to introduce you to the vocabulary, history, and classical conceptual structure of contract law; (2) to develop in you the skills that lawyers use to serve clients who need help in drafting contracts, clients who want advice about their rights or obligations under existing contracts, and clients who need help in resolving disputes arising from contracts; (3) to stimulate your thinking about contract theory - - the political, social, economic, and philosophical foundations and critiques of contract law. 

     These electronic course materials contain your sample of primary sources. The primary sources include some statutes, many drawn from the California Civil Code and the Uniform Commercial Code, judicial opinions drawn from both state and federal appellate courts throughout the country, and a substantial number of sections of a resource known as the Restatement of the Law, Second, Contracts (abbreviated "R.2d Contracts").  These primary sources are more fully described in Commentary.Sources of contract law.   In addition, these materials include commentary, hypothetical client problems, sample documents, and a glossary.  Note that the Topical Table of Contents includes links only to commentary, judicial opinions, and problems.  In turn, commentary and problems include links to relevant statutes and to R.2d Contracts.  From this editorial convention you should not infer that judicial opinions are more important or controlling than statutes.  I use this convention only to keep the Topical Table of Contents a manageable size.    

     For any one topic, the Table of Contents usually links first to problems and then to commentary and judicial opinions.  This sequence of assignment mimics the practice of law, in which the client first presents a problem, the lawyer (if not conversant with the legal issues presented) then finds and reads secondary sources that introduce vocabulary and basic concepts, and then the lawyer focuses her research and analysis on specific primary authority. 

     The hypothetical client problems ask you to respond to the needs of a hypothetical client based upon the primary sources linked from the same topic.  Most of the problems present several issues for resolution, only one or two of which will be identified and addressed by the primary sources linked from the same topic.  Accordingly, some of the problems are used to explore more than one topic.  

     Commentary, like more extensive secondary sources available to you, provides context and introduces vocabulary and basic concepts.  It also refers to relevant statutory and common law.  Some commentary includes diagrams because of educational theory that identifies the visual learner.  But I include diagrams with this reservation and caution.  A primary goal of these materials is to help you learn how to interpret text (the text of cases or the text of statutes or regulations) and how to use that text in service of a client.  Learning the content of specific text (either by reading the text or by viewing diagrams of the content) is a means to that end and only to a much lesser extent an end in itself.  In law practice you must read, interpret and apply text.  Cases, statutes and regulations do not include diagrams. 

     These materials do not cover every topic in the law of contracts.  There is neither time nor need to do so. Accordingly, I offer commentary on selected topics, and commentary is merely introductory, not encyclopedic.   Treatises on contract law provide a comprehensive treatment of all topics.  You may wish to consult a treatise to assist or enrich your understanding of a particular topic, but do not feel compelled to read a treatise from cover to cover.  Commentary in these materials refers you to additional reading in two excellent treatises on the law of contract: 

1. E. Allan Farnsworth, Contracts (3rd Ed. Aspen Law & Business)(referred to as Farnsworth), an excellent and thorough treatise by Professor E. Allan Farnsworth, Alfred McCormack Professor of Law at Columbia University, Reporter for the R. 2d Contracts, and eminent contracts scholar.  The slightly earlier second edition of his book, a 1998 three-volume set, is available on line, without charge to law students, through LexisNexis (in the Search function of LexisNexis, choose Secondary Legal > Aspen Publishers > Farnsworth on Contracts). 

2. James J.White & Robert S. Summers, Uniform Commercial Code (5th Ed. West Group) (referred to as White and Summers), a widely acclaimed treatise on the Uniform Commercial Code by Professor James White of the University of Michigan School of Law and Professor Robert Summers of the Cornell University School of Law.  For more abbreviated additional reading, you may wish to consult the Nutshell on Contracts or the Nutshell on the Uniform Commercial Code, both published by West Group.    

     Other secondary reading materials on contract law abound.  They include other treatises, articles, essays, and outlines.   Those materials are expository and may be particularly useful for assistance with vocabulary and classical conceptual structure or for discussion of some topics that these materials treat only lightly or not at all.  They are available in the Law Library or through the campus bookstore.  You will also find computer assisted instruction on some contract law topics (and on other legal subjects), licensed for use by law students from the Center for Computer Assisted Legal Instruction (CALI). These materials include links to some specific CALI exercises on contracts, but you may wish to pursue other exercises that are available.

     I have selected one set of essays, Concepts and Case Analysis in the Law of Contracts (4th Ed. Foundation), written by Columbia University Law Professor Marvin Chirelstein, as a required supplement to these materials.  These essays identify significant themes in the law of contract, provide theoretical perspective, and probe deeply the context, meaning, and implications of famous contract cases.  The Table of Contents identifies the points at which you should read specific essays in Professor Chirelstein's book.  Generally, I assign the reading of one of the essays or portion of an essay after we have concluded study of a topic to which the essay relates so that the essay serves both as a partial review and as a stimulus to broaden your understanding of the related topic. 

     These materials contain a large number of other hypertext links. Most links are internal, i.e. they are to other items in these materials, such as to a section of the R.2d Contracts, a section of the Uniform Commercial Code, a commentary, problem, case, or sample document.  To pursue those links you need not be on line if you have downloaded these materials.   Some of the internal links are duplicative, in part for refreshing recollection or for emphasis and in part because I cannot know what files you will read first.  The drawback of the large number of internal hypertext links is that they may lead you down interminable paths and, early in the course, to topics that you study later in the course and that you need not read immediately.  To manage this problem, consider the following approach:   (1) in cases, follow all internal links; (2) in problems, follow all internal links; (3) in commentaries that you read for the first time, follow all internal links to statutes but reserve for later links to materials that have not yet been assigned; (4) in commentaries that you reread later in the course for purposes of review or enhanced understanding, follow all links to the extent that they help you review and tie concepts together. 

     Links with a gray background are external, i.e. they link to relevant sites on the World Wide Web, for which you need to be online.  These links are current as of August 1, 2005.  Selection of such a link will open a new window.  By linking to sites on the Web I intend to convey an important message that transcends the substantive topic.  Lawyers try to solve problems by discovering, filtering, shaping, and conveying information. As the Web reveals, the information is vast, and diverse in purpose, form, and value. The tools for discovering and filtering information are powerful and daily become more efficient and accessible. The form in which the lawyer can shape and convey the information, the lawyer's creative contribution, is infinite. It is critical for you to comprehend the dimensions and shape of the information base and to master the tools of discovery and discernment. Please share with me sites you discover on the Web that you believe will enhance assignments for future students. 

     Editorial conventions:  To pare down the amount of reading, I have deleted some material from appellate opinions and some language from the text of statutes where not reasonably related to issues under consideration. I indicate such deletions by asterisks ( * * * ).  I also have deleted some footnotes and many citations to precedent from appellate opinions, without notation.  It is important that you read the footnotes that remain, for each of which you will see a hypertext link.  You will also see hypertext links in appellate opinions to definitions, comments, or other information that I have added.