Option
acceptance or rejection
consideration
defined
effect
estoppel
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
generally
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
scope
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
usage
writing
Payment bond
Payment term. See Price; Sale of goods
Performance
acceptance as. See Unilateral contract
alternative
bond
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
Perjury
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
Positivism
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
Price
excessive
omission from writing, statute of frauds
payment
quantum valebant
reasonable
Private lawmaking, contract as
Promise
bilateral contract, and see Bilateral contract
breach. See Breach of contract
conditional. See Conditions
consideration for. See Consideration
defined
dependent
during negotiations. See Negotiations; Promissory estoppel
estoppel. See Promissory estoppel
executed gift distinguished
express
illusory. See Consideration
implied. See Implied promise
independent
prediction distinguished
promissory condition. See Conditions
pure
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
detriment
elements, generally
equitable estoppel, relationship
expenses wasted
full enforcement
generally
gratuitous promise
as independent theory of obligation
inducement
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
remedy
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
defined
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
Reformation
Relational theory
Reliance
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
Remedies
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
divisibility
for duress
enforcement of contract. See Enforcement of contract
for fraud
for impracticability
for mistake
for promissory estoppel. See Promissory estoppel; Damages
reformation
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
defined
disproportionate quantity
good faith
illusory promise
reasonableness
Rescission. See Avoidance of contract; Termination of contract
Restatements of Contract introduced
Restitution
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
cure
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
modification
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
scope
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
warranties
warranty disclaimer
Seal
Security of transactions
Set off
payment or salvage against damages
restitution against damages
Severance of term. See also Divisibility of contract
Shrinkwrap terms
Signature
Specific performance
balance of equities
burden of supervision
contempt of court
defined
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
modification
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
estoppel
executor’s contract
generally
mutuality of obligation not required
one-year rule
part performance exception
party to be charged
promissory estoppel exception
proof of writing’s existence
purpose
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
signature
suretyship
termination agreement
transnational perspective
voice recording
waiver
writing, defined
writing, sufficiency of
Statute of limitations
defined
material benefit rule
promissory estoppel
sale of goods
Statutes, role in contract law generally
Subjective standard
duress, inducement
fraud, inducement
generally
good faith. See Good faith
honesty. See Good faith
incapacity
irresoluble misunderstanding
measure of benefit in restitution
meeting of the minds
mistake
subjective evidence defined
Substantial compliance. See Conditions, construed
Substantial performance
cure. See Breach of contract
damages for
defined
installment contract
interpretation
partial breach
perfect tender rule
substantial compliance compared
unfair forfeiture
Suretyship, statute of frauds
Surprise
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
consideration
disaffirmance. See Restitution
for impracticability
third-party beneficiary, effect on
Third-party beneficiary contract
creditor beneficiary defined
donee beneficiary defined
enforcement rights of beneficiary
generally
government contracts
identification of beneficiary
incidental beneficiary
intended beneficiary
promisee’s liability to beneficiary
promisor’s defenses
promisor’s liability to promisee
vesting
Tort
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
Unconscionability.
adequacy of exchange
adhesion. See Adhesion
arbitration provision
elements, generally
excessive price
fraud compared
general policy
liquidated damages provision
nature and origins
procedural
remedy
substantive
transnational perspective
unequal bargaining power
unilateral mistake, effect
Undue influence
Unenforceability
defined
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
impracticability
interpretation principles
mistake
offer and acceptance
parol evidence
promissory estoppel
remedies
statute of frauds
unfair bargaining
Uniform Commercial Code
application of common law
Article 1, general role and purpose
generally
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
defined
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
impracticability
interpretation principles
mistake
offer and acceptance
parol evidence
promissory estoppel
remedies
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
emergency
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
Usage
admissibility under parol evidence rule
allocating risk
burden of proof
as context for interpretation, generally
defined
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
defined
distinguished from unenforceable
distinguished from voidable
duress
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
implied
of nonmaterial right
nonwaiver clause
of “no-oral-modification” clause
of objection to assignment or delegation
rejection of option as
retraction of
Warranties
assignor’s
by description
merchantability
misrepresentation distinguished
mistake compared to breach of
in sale of goods
Web-based contracts. See Electronic, e-mail, and Web-based contracts
Writ
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