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Detailed Table of Contents (PDF Download) Contents Acknowledgments xvii Chapter 1: You Must Read This Very Short Introduction 1 Chapter 2: How to Form a Contract: The Basics 5 A. Contracts Arise by Offer, Acceptance (and Consideration) 5 B. The Meaning of Offer 6 C. The General Significance (and Insignificance) of Writings and Signatures 14 D. Meaning of Acceptance, Power to Accept, and Identity of the Offeree 15 E. Acceptance by Silence 20 F. Acceptance by Dominion 23 G. The Closer 26 Chapter 3: Understand the Relationships Among Three Critical Phrases 29 A. Manifest Intention (Again) 29 B. Objective Theory of Contracts 30 C. “Meeting of the Minds” 31 D. Who Decides What Is and Is Not Reasonable? 41 E. The Closer 42 Chapter 4: More About Offers: Invitations to Deal and Indefiniteness 45 A. Invitation to Deal 45 B. Contracts Void for Vagueness, Indefiniteness, or Uncertainty 50 C. When Material Terms Aren’t Expressly Specified: “Gap Fillers” 53 D. The Closers 63 Chapter 5: More About Offers: Advertisements, Solicitations, and Signatures 67 A. Advertisements, Rewards, and Price Tags 67 B. Bid Solicitations and Auctions 71 ix x The Glannon Guide to Contracts C. Written Proposals and the Significance of Signatures 73 D. The Closer 75 Chapter 6: How Offers Die 77 A. Termination by the Offeror’s Revocation (and the “Option Contract”) 77 B. Termination by the Offeree’s Rejection 83 C. Passage of Time 86 D. Death or Incapacity of Offeror or Offeree 87 E. The Closers 91 Chapter 7: Counteroffer and the Mirror- Image Rule 95 A. Counteroffer as Rejection 95 B. The Mirror- Image Rule 97 C. A “Mere Inquiry” Doesn’t Reject 100 D. The Closer 102 Chapter 8: When Acceptance, Revocation, and Rejection Take Effect 105 A. Acceptance Is Effective on Dispatch; Revocation and Rejection on Receipt 105 B. Exception: Acceptance That Follows Rejection Is Not Effective on Dispatch 108 C. Revocation by Indirect Message 110 D. The Closers 113 Chapter 9: Mode or Manner of Acceptance; Unilateral and Bilateral Contracts 117 A. Master or Mistress of the Offer 117 B. When the Offeror Does Not Designate a Mode of Acceptance 118 C. Bilateral and Unilateral Contracts: What They Are and How They Differ 120 D. Unilateral and Bilateral Contracts: Vocabulary and — A Warning 123 E. Offers for Unilateral vs. Bilateral Contracts: Why We Care 126 F. Notice to the Offeror 129 G. Reward Offers Look to Unilateral Contracts 131 H. The Closers 132 Chapter 10: More About the Offeree Who Accepts by Performing an Act 135 A. When the Offeror Requires Acceptance by Act 135 B. When the Offeror Allows the Offeree to Accept by Promise or Performance 143 C. The Closers 146 Contents xi Chapter 11: Uniform Commercial Code: Offer and Acceptance 151 A. The “Firm Offer” 151 B. The Mirror- Image Rule, UCC §2- 207(1), and “Battle of the Forms” 159 C. What the Law Does with the Offeree’s New or Different Terms: UCC §2- 207(2) 169 D. Offeror’s Silence as Acceptance of Offeree’s Additional Terms 172 E. UCC §2- 207 as Wonderful Model of Terrible Draftsmanship: “Different” and “Additional” Terms 177 F. Back to UCC §2- 207(1): The “Written Confirmation” 182 G. The Closer 185 Chapter 12: Consideration, Part I 189 A. What’s a Contract? 189 B. Naked Promise vs. Contractual Promise 190 C. Consideration and Value 196 D. Make Friends with This Phrase: “Bargained for” 201 E. Past Consideration 204 F. An Exception to the Consideration Doctrine: “Moral Obligation” 206 G. The Closer 209 Chapter 13: Consideration, Part II 213 A. “Legal Detriment” and “Legal Benefit” 213 B. Now, at Long Last: What Is “Consideration”? 221 C. “Preexisting Legal Duty” 226 D. The Closer 228 Chapter 14: Consideration, Part III: The Subtleties 231 A. Conditional Promise as Consideration 231 B. Consideration, Contractual Modifications, and UCC §2- 209(1) 240 C. More on Contractual Modifications: Settlement of Claims, Substituted Contract, Executory Accord, Accord and Satisfaction 243 D. The Illusory Promise and Alternative Promises 251 E. Implied Consideration 255 F. Enforcing a Promise to Avoid Injustice 257 G. The Closers 260 Chapter 15: The Statute of Frauds: A “Defense” in a Suit for Breach 265 A. The Statute of Frauds: What It Is and What It Means 265 xii The Glannon Guide to Contracts B. The Meanings of “Writing” and “Sign” 274 C. Part Performance: Removing a Contract from the Statute of Frauds 274 D. The Closer 278 Chapter 16: Incapacity to Form a Contract 281 A. Rescission, Status Quo Ante, and Unjust Enrichment 281 B. When Minors Form Contracts 284 C. When Mentally Impaired Adults Form Contracts 289 D. When Incompetent Persons Contract for Necessaries 292 E. The Closers 293 Chapter 17: Illegal Contracts 297 A. Illegal Contracts: The Basics 297 B. Recovery on Illegal Contracts: Restitution for Unjust Enrichment 299 C. Illegal Contracts: The Latin Vocabulary 306 D. The Closers 311 Chapter 18: How We Interpret Contracts 315 A. You’ve Already Mastered Most of This Topic 315 B. “Requirements” and “Outputs” Again 317 C. “Usage of Trade,” “Course of Dealing,” and “Course of Performance” 320 D. Interpretation of Writings 324 E. The Closer 328 Chapter 19: The Parol Evidence Rule 331 A. The Parol Evidence Rule: “Few Things Are Darker Than This” 331 B. The Kind of Problem That the Rule Addresses 333 C. Before We State the Parol Evidence Rule, We Introduce the Word “Integration.” 336 D. The Parol Evidence Rule Stated (with Two Words Omitted for Now) 338 E. The Major Confusion: Deciding That a Writing Is an Integration, Total or Partial 344 F. The Merger Clause 349 G. The Parol Evidence Rule in Real Legal Life 350 H. “Confusion Now Hath Made His Masterpiece”: the Two Missing Words 355 I. Important Qualifications 356 Contents xiii J. The Most Important Thing of All: How the Courts Will, Really, Apply the Parol Evidence Rule 358 K. The Closers 359 Chapter 20: Duress, Undue Influence, and Unconscionability 363 A. The Doctrine of Duress 363 B. The Doctrine of Undue Influence 367 C. The Doctrine of Unconscionability 369 D. The Closer 383 Chapter 21: Condition and Contingency 387 A. Conditional and Unconditional Duties: Conditions Precedent, Conditions Subsequent, and Conditions Concurrent 387 B. Waiver of a Condition by the Party It Is “Intended to Benefit” 398 C. Excuse of a Condition for “Obstruction” 410 D. An Implied Condition Precedent: Substantial Performance, Total Breach, and Partial Breach 411 E. The Contractual Term That Is Both a Condition and a Promise: A Paradox of Breach 417 F. The Closers 418 Chapter 22: Interpretation as to Allocation of Risk: Mistake, Frustration, and Impracticability 423 A. Interpretation as to Allocation of Risk 423 B. Mutual Mistake 426 C. Frustration of Purpose 432 D. Impracticability 433 E. Unilateral Mistake 438 F. The Closers 443 Chapter 23: Warranty 447 A. What’s a Warranty? 447 B. Warranties as to Service 447 C. Express Warranties Relating to Goods 450 D. Implied Warranties Relating to Goods 451 E. The Closer 453 Chapter 24: Third- Party Beneficiaries, Assignment, and Delegation 455 A. Third- Party Beneficiaries 455 B. Assignment 460 C. Delegation 464 D. Assignment and Delegation Together 465 xiv The Glannon Guide to Contracts E. Delegation and the (Silly Phrase) “Personal Service Contract” 470 F. The Closer 474 Chapter 25: Breach, Remedies, and Damages, Part I 477 A. What’s a Contract? 477 B. Three Little Words: “Breach,” “Remedies,” and “Damages” 478 C. Anticipatory Repudiation as Total Breach 481 D. Calculating the Damages: Expectation Interest and Benefit of the Bargain 482 E. The Closers 485 Chapter 26: Breach, Remedies, and Damages, Part II 489 A. Plaintiff Does Not Recover for Damage She Could Reasonably Have Avoided: Mitigation of Damages 489 B. The Common Law on Expectation and Mitigation for a Buyer of Goods When a Seller Breaches 497 C. The Common Law on Expectation and Mitigation for a Seller of Goods When a Buyer Breaches 500 D. Uniform Commercial Code Article 2 on Expectation and Mitigation (Including the Lost Volume Seller) 505 E. The Closers 509 Chapter 27: Breach, Remedies, and Damages, Part III 513 A. Expectation Interest and Foreseeability of Damage: Hadley v. Baxendale 513 B. Expectation Interest When Cost of Performance Exceeds Value of Performance 516 C. Expectation Damages Require “Reasonable Certainty” 524 D. The Closer 525 Chapter 28: Breach, Remedies, and Damages, Part IV 527 A. Reliance Interest 527 B. Restitution Interest: Unjust Enrichment, Restitution, and “Benefit Conferred” 532 C. “Benefit Conferred” in Dollars and Cents: Quantum Meruit and Quantum Valebant 538 D. Reliance, Restitution, and the Losing Contract 552 F. The Closers 555 Chapter 29: Breach, Remedies, and Damages, Part V 559 A. Restitution Interest for the Plaintiff in Breach 559 Contents xv B. More “Benefit Conferred”: Restitution for the Non- Officious Volunteer; Contract Implied in Law and Quasi- Contract 564 C. The Closer 567 Chapter 30: Breach, Remedies, and Damages, Part VI 569 A. Liquidated Damages 569 B. Specific Performance 577 C. The Closer 580 Chapter 31: Closing Closers 585 Appendix: All About Law 607 A. What Is Law, and Who Makes It? 607 B. What Is Contract Law, and Who Makes It? 617 C. Restatement of the Law of Contracts 618 D. Statutory Contract Law: Uniform Commercial Code Article 2 and Miscellaneous State Statutes 620 E. Law vs. Equity 625 Index 633.
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