Welcome to Contracts. In these two courses, Contracts one and Contracts two, you will learn the basics of US Contract Law. You don't need to be a lawyer to write contracts. So, these courses will be a value not just to law students, but to business people in and outside the United States, that have to deal with contracts governed by US law. Contracts one, will focus on the prerequisites for contracting. You'll learn about offer and acceptance, how contracts manifest mutual assent. We'll be talking a lot about consideration and when it is required. Contracts two, will then turn to formation defenses and questions of contract performance. You will learn about contract interpretation, and the dividing line between breach and non-breach. In contracts two, we'll also be learning about how contract law attempts to remedy breach by awarding various types of damages. The law of contracts is both judge made and legislature made, all 50 states have enacted major parts of the Uniform Commercial Code or UCC. The UCC is divided into separate articles. Article one includes general provisions. We'll be focused on Article two, which governs the sale of goods, physical objects. Other UCC articles relate to different kinds of transactions. Article nine covers secured transactions, where a borrower gives a lender a security interest in some borrower asset in order to secure the loan. Article-IIA covers leases. If you have a contract dispute with your barber, is the contract governed by the UCC's Article II? No. The UCC governs the sale of goods. The contract to pay money for a haircut is a service, and is likely to be governed by common law, meaning law created over time by judges. However, even with regard to services, many jurisdictions have health and safety regulations as well as consumer protection statutes that may regulate the transaction. The common law is judge made law handed down in decisions that have precedential authority with regard to similar disputes. The common law of contract not withstanding the UCC still has a big role to play in knowing contract law. Common law governs not only service contracts, but it supplements the UCCs coverage of sale of good contracts. UCC Section 1-1O3B, tells us. "Unless displaced by particular provisions of the Uniform Commercial Code, the principles of law and equity, including the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions". In essence, this section says, that unless displaced by particular provisions of the UCC, the common-law lives the principles of law and equity that supplement its provisions are the principles developed by common law judges. The best way to learn the common law is to read cases, the opinions of judges resolving particular disputes, we'll be doing a lot of that in this course. But the American Law Institute has helpfully created restatement of different areas of law, that tried to summarize different areas of judge made law. The Restatement Second of contracts is the current version which was finalized in 1991. The first was approved in 1932. This restatement second has been enormously influential. It is not law in the sense that judges are not bound to follow it, but many supreme courts have found particular provisions persuasive and have expressly relied upon certain provisions, thus indirectly making these provisions binding in these states. So, to learn both statutory and common law of contracts, this course will be introducing you to many provisions in the UCC and the restatement second of contracts. Like generations of contracts students before you, you'll be reading and picking apart dozens of actual judicial opinions. We begin with six cases to give you a taste of all of contract law. Two cases, Hamer and Rickets, concern legal prerequisites for creating enforceable promises. Two other cases Bolin Farms and Walker-Thomas Furniture, concern contractual defenses. Finally, two cases Jacob and Youngs and Sullivan, concern remedies for breach of contract. This introductory section also introduces you to three overarching concepts; default versus mandatory rules, property versus liability rules, and the Coase theorem. So, without more do, let's dig in.
