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acceptance or rejection





in existing contract

firm offer

mailbox rule

mutuality of obligation

nominal consideration

promissory estoppel

sham consideration

transnational perspective

unilateral contract, commencing performance

Oral contract. See also Statute of frauds

intent to record in writing

modifying prior written agreement

validity in general

Oral evidence. See Evidence; Parol evidence rule

Output contract. See Requirements and output contracts

Pacta sunt servanda

Parol evidence rule

ambiguous or indefinite term

“certainly-would-be-included” standard

collateral agreement rule

complete and final memorial. See Parol evidence rule, integration

condition exception

consistency or contradiction

contemporaneous oral agreement

contemporaneous writing

contextual interpretation

course of dealing evidence

course of performance evidence

credibility of evidence

delivery of writing

drawbacks of rule

duress exception

duty to read

exceptions, generally

explanation of writing

false recital

four corners rule

fraud exception


implied terms inconsistent

incentive to record agreement

indefinite term. See Parol evidence rule, ambiguous or indefinite term

innocent or negligent misrepresentation

integration, defined

integration, effect

integration, test

judge and jury roles

judicial efficiency

jury control

law-evidence distinction

law-fact distinction

merger clause

“might naturally be made separately” standard

mistake exception

negotiation evidence

“no-oral-modification” clause

objection to evidence

objective test

omitted term

parol defined

partial integration, defined

partial integration, effect

plain meaning of writing

prior oral agreement

prior writings

rationale and purpose


standard form contract

statute of frauds compared

subsequent written or oral agreement

summary adjudication

supplementation of writing

trade usage. See Parol evidence rule, usage

transnational perspective

unintegrated writing defined and effect



Payment bond

Payment term. See Price; Sale of goods


acceptance as. See Unilateral contract



breach of. See Breach of contract

commencement distinguished from preparation

concurrent. See Conditions

conditional. See Conditions

course of. See Course of performance

divisibility of

exception to statute of frauds

repudiation of. See Anticipatory repudiation

sequence of

substantial. See Substantial performance

to third party. See Third-party beneficiary contract

time for


prevention by parol evidence rule

prevention by statute of frauds

Plain meaning rule. See Interpretation

Policies of contract law. See Economic efficiency; Freedom of contract; Moral obligation; Public policy; Reliance


Postponed agreement. See Unresolved terms

Precedent, doctrine of

Predominant purpose test. See Sale of goods

Pre-existing duty. See Consideration

Presumptions. See Burden of proof; Evidence



omission from writing, statute of frauds


quantum valebant


Private lawmaking, contract as


bilateral contract, and see Bilateral contract

breach. See Breach of contract

conditional. See Conditions

consideration for. See Consideration



during negotiations. See Negotiations; Promissory estoppel

estoppel. See Promissory estoppel

executed gift distinguished


illusory. See Consideration

implied. See Implied promise


prediction distinguished

promissory condition. See Conditions


recital of consideration

in recognition of prior benefit. See Material benefit rule

Promissory estoppel

applicability to commercial transactions, generally

applied to at-will employment

applied to irrevocable offer

applied to modification without consideration

applied to option

applied to promise in negotiations

applied to statute of frauds

balance of equities

charitable pledges

consideration substitute

contract compared


elements, generally

equitable estoppel, relationship

expenses wasted

full enforcement


gratuitous promise

as independent theory of obligation


injustice element

intent to induce

justifiable reliance

material benefit rule compared

objective test in

opportunity costs

pension promise

promise during negotiations

promise element

relevance of formal functions of consideration


restitution compared

risk allocation

salvage of loss

statute of limitations

transnational perspective

Promissory theory of contract

Property, contract as

Prospective nonperformance. See Anticipatory repudiation

Public interest. See Public policy

Public policy

acceptance of reward offer by culprit

against assignment of personal injury claims

against bargaining over criminal prosecution

against compelling personal services

against court’s imposition of contract

against exploitation of incapacitated persons

against extortion

against indemnity for negligent or reckless conduct

against profit from wrongdoing

basis for construction

concerning assignment and delegation

contract violating


favoring competition

favoring settlement and compromise

forum selection clauses

impact on interpretation

judicial efficiency. See Efficiency

mandatory terms

private enforcement rights in public contracts

Punitive damages

Quantum meruit or Quantum valebant. See Restitution

Quasi-contract. See also Unjust enrichment

defined and explained

distinguished from actual contract

process of legal implication

Ratio decidendi explained

Reasonable certainty of damages. See Damages

Reasonable efforts. See Objective test

Reasonableness standard. See Objective test

Receipt defined


Relational theory


as basis for estoppel. See Estoppel

as basis for promissory estoppel. See Promissory estoppel

as basis for vesting benefit in third party

damages. See Promissory estoppel; Damages

direct or essential. See Reliance damages

in duress

as exception to statute of frauds

on fraudulent misrepresentation

in incapacity

incidental. See Damages

in mistake

on negligent or innocent misrepresentation

protection of, by objective test

protection of, in contract

protection of offeree in unilateral contract

reliance interest of misrepresenting party

in repudiation

security of transactions

as underlying policy of contract law


adjustment of terms

avoidance of contract. See Avoidance of contract

of breaching party

choice of, generally

in contract violating law or public policy

damages. See Damages; Restitution

distinction between contract and promissory estoppel

distinction between contract and unjust enrichment


for duress

enforcement of contract. See Enforcement of contract

for fraud

for impracticability

for mistake

for promissory estoppel. See Promissory estoppel; Damages


specific performance. See Specific performance termination

transnational perspective

for unconscionability

for undue influence

for unjust enrichment. See Restitution

Repudiation. See Anticipatory repudiation

Requirements and output contracts assignment and delegation of


disproportionate quantity

good faith

illusory promise


Rescission. See Avoidance of contract; Termination of contract

Restatements of Contract introduced


in absence of consideration

benefit measured by cost. See also Unjust enrichment

benefit measured by market value

benefit measured by net economic gain

benefit measured by reasonable value of property use

benefit measurement, choice of means

benefit measurement, generally

benefit measurement where rescuer injured

contract price as limit on recovery

disaffirmance of contract

equities in measuring benefit

evidence of value, generally

expectation, alternative to

expectation and reliance damages compared

in favor of breacher

in frustrated contract

goal of remedy

in illegal contract

imposition by conferrer

in impracticability

in losing contract

material benefit rule compared

in mental incapacity

in minor’s contract

in mistake

offset against damages

promissory estoppel, alternative to

promissory estoppel, compared

quantum meruit

quantum valebant

remedy following avoidance, generally

remedy for breach of contract, generally

remedy for duress

remedy for fraud

remedy for unconscionability

remedy for unjust enrichment, generally

remedy where contract unenforceable under statute of frauds

statute of frauds

tort remedy compared

Risk allocation

in frustrated contract. See Frustration of purpose

in impracticability. See Impracticability

in mistake. See Mistake

in promissory estoppel

by use of condition

Rolling contract

Sale of goods

agreed (liquidated) damages

application of common law

Article 2, generally

assignment and delegation

assurance of performance. See Anticipatory repudiation

battle of the forms. See Battle of the forms

best efforts

buyer’s remedies, generally. See also Expectation damages

C.O.D. term

commercial reasonableness. See Objective test

course of dealing. See Course of dealing

course of performance. See Course of performance


delivery terms

firm offer. See Option

gap fillers, generally

good faith standard, generally

gravamen test

impracticability. See Impracticability

indefiniteness standard. See also Indefiniteness

inspection of goods

installment sales

lost volume

merchant. See Merchant

merchantability defined

to minor. See Minority


nonconforming tender

notice. See Notice

offer and acceptance, generally

omitted terms. See Omitted terms

parol evidence rule. See Parol evidence rule

payment term

perfect tender rule

predominant purpose test

price. See Price

quantity term, generally

rejection of goods

repudiation. See Anticipatory repudiation

requirements and output contracts. See Requirements and output contracts

return of goods

sale defined


seller’s remedies, generally. See also Expectation damages

signature. See Signature

software classification

statute of frauds. See Statute of frauds

substantial performance.See also Substantial performance

trade usage. See Usage


warranty disclaimer


Security of transactions

Set off

payment or salvage against damages

restitution against damages

Severance of term. See also Divisibility of contract

Shrinkwrap terms


Specific performance

balance of equities

burden of supervision

contempt of court


effect of indefiniteness

efficient choice of remedy

equity basis

inadequacy of legal remedy

injunction compared

liquidated damages, effect

mandatory order

personal services

prerequisites, generally

of third-party beneficiary contract

Standard contracts and terms. See also Electronic, e-mail, and Web-based contracts

adhesion. See Adhesion

arbitration, See Arbitration

battle of the forms. See Battle of the forms

box-top terms

browsewrap terms

clickwrap terms

conspicuousness and notice

contra proferentum rule. See Interpretation

duty to read. See Duty to read

forum selection clause

function and purpose, generally

interpretation. See Interpretation

liquidated damages provision. See Damages

merger clause. See Parol evidence rule


offer and acceptance. See Offer and acceptance

reasonable expectations

rolling contract

shrinkwrap terms

terms provided after contracting

unconscionability. See Unconscionability

Standard terms. See Gap fillers; Implied terms; Standard contracts and terms

Stare decisis

Statute of frauds

admission in court

affirmative defense

application, generally

application to contract modification

comparison to parol evidence rule

contract in consideration of marriage

criticism of the rule

delivery of writing

destruction of document

effect of noncompliance

electronic means of recording


executor’s contract


mutuality of obligation not required

one-year rule

part performance exception

party to be charged

promissory estoppel exception

proof of writing’s existence


restitution following unenforceability

sale of goods, confirmation between merchants

sale of goods, generally

sale of goods, part performance exception

sale of goods, quantity term

sale of land

sale of specially made goods

set of writings



termination agreement

transnational perspective

voice recording


writing, defined

writing, sufficiency of

Statute of limitations


material benefit rule

promissory estoppel

sale of goods

Statutes, role in contract law generally

Subjective standard

duress, inducement

fraud, inducement


good faith. See Good faith

honesty. See Good faith


irresoluble misunderstanding

measure of benefit in restitution

meeting of the minds


subjective evidence defined

Substantial compliance. See Conditions, construed

Substantial performance

cure. See Breach of contract

damages for


installment contract


partial breach

perfect tender rule

substantial compliance compared

unfair forfeiture

Suretyship, statute of frauds


as element of materiality

as element of unconscionability

in standard terms

Tacit agreement test. See Damages

“Take-or-pay” provision

Tender, defined

Termination of contract

avoidance. See Avoidance of contract

on breach of contract


disaffirmance. See Restitution

for impracticability

third-party beneficiary, effect on

Third-party beneficiary contract

creditor beneficiary defined

donee beneficiary defined

enforcement rights of beneficiary


government contracts

identification of beneficiary

incidental beneficiary

intended beneficiary

promisee’s liability to beneficiary

promisor’s defenses

promisor’s liability to promisee



breach of contract as

contract remedies compared

duress as

expectation damages compared

fraudulent misrepresentation as

malpractice suit by nonclient

minor’s liability in avoided contract

personal injury, assignment of claim

promissory estoppel compared

punitive damages

restitution compared

Trade usage. See Usage

Transfer of rights and duties. See Assignment and delegation

UETA (Uniform Electronic Transactions Act)

Uncertainty. See Ambiguity; Indefiniteness; Vagueness


adequacy of exchange

adhesion. See Adhesion

arbitration provision

elements, generally

excessive price

fraud compared

general policy

liquidated damages provision

nature and origins




transnational perspective

unequal bargaining power

unilateral mistake, effect

Undue influence



illegality or violation of public policy

voidness distinguished

Unequal bargaining power. See Adhesion; Unconscionability

Unfair bargaining. See Adhesion; Duress; Fraud; Good faith; Negotiations; Unconscionability

Unfair forfeiture

in avoidance suits

excuse of condition

expectation damages, limitation

in mistake. See Mistake

in restitution

substantial performance damages, effect

Unforeseen difficulties. See Consideration; Foreseeability; Impracticability; Modification of contract

UNIDROIT Principles of International Commercial Contracts

application and scope, generally

assignment and delegation

breach and repudiation,

conditions and promises


interpretation principles


offer and acceptance

parol evidence

promissory estoppel


statute of frauds

unfair bargaining

Uniform Commercial Code

application of common law

Article 1, general role and purpose


official comments, generally

relevance in common law

sale of goods. See Sale of goods

Uniform Electronic Transactions Act (UETA)

Unilateral contract

acceptance by performance

commencement of performance as option or promise


mutuality of obligation

notice of performance

offer for

reverse unilateral contract

reward offer

United Nations Convention on Contracts for the International Sale of Goods (CISG)

application and scope, generally

assignment and delegation

breach and repudiation

conditions and promises


interpretation principles


offer and acceptance

parol evidence

promissory estoppel


statute of frauds

unfair bargaining

Unjust enrichment. See also Restitution

acceptance of benefit

balance of equities

basis for restitution, 9.2

benefit, measurement. See Restitution

contract compared


enrichment element, generally

gratuitous benefit

imposition of benefit

independent cause of action

material benefit rule compared

objective standard

officious intermeddler

prohibited conduct

promise following benefit. See Material benefit rule

recipient’s reasonable expectations

remedy. See Restitution

requested benefit

return of benefit

scope and purpose

unjust element, generally

volunteer defined

Unresolved terms

agreement to agree

agreement to record in writing

causes of unresolved terms

discretionary terms

duty to bargain in good faith

effect of irresolution

objective formula or standard

postponement of agreement


admissibility under parol evidence rule

allocating risk

burden of proof

as context for interpretation, generally


in establishing best efforts

evidence of

exclusion by express term

in fixing deferred term

identifying market or trade

implication of assent to standard terms

membership in trade

reason to know

relationship to gap fillers

relevance to interpreting offer

weight in relation to other evidence

Vagueness. See Ambiguity; Indefiniteness; Interpretation

Valuation. See Material benefit rule; Damages; Price; Restitution

Voidable contract or obligation. See Avoidance of contract

Void contract or obligation


distinguished from unenforceable

distinguished from voidable


illegal contract

lack of consideration

violation of public policy

Waiver. See also Modification of contract

acceptance of mitigation from breacher

of condition

course of performance distinguished

estoppel distinguished

failure to object to parol evidence

failure to raise statute of frauds defense


of nonmaterial right

nonwaiver clause

of “no-oral-modification” clause

of objection to assignment or delegation

rejection of option as

retraction of



by description


misrepresentation distinguished

mistake compared to breach of

in sale of goods

Web-based contracts. See Electronic, e-mail, and Web-based contracts


of execution

form of action

Written contract. See also Interpretation; Statute of frauds; Parol evidence rule

agreement to record in writing

error in transcription

writing defined

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