This book answers practitioners’ need for a reference that combines a thorough analysis of the law with advice for resolving everyday drafting and litigation problems. The authors have reviewed thousands of cases in their roles as authors to the supplements of Corbin on Contracts. They have represented clients in numerous contracts cases and have consulted with law firms across the country. From this experience, they have developed a book that examines the law governing contracts—including case law, Restatement (Second) of Contracts, Article 2 of the UCC, CISG, UETA, and ESIGN—as well as practical issues of contract formation, drafting to avoid future controversy, interpretation, the parol evidence rule, modification, material breach, substantial performance, remedies, assignments and third party beneficiaries, maintaining control, and getting the best result for your client.
Summary of Contents Twenty-first Century Sources of Contract Law—Common Law, Restatement, UCC, and CISG | The Purpose of Contract Law | Manifestations of Objective Intention to be Legally Bound: Express, Implied-in-Fact, Implied-in-Law (Quasi) Contracts—Letters of Intent—Contract to Negotiate in Good Faith | Drafting the Letter of Intent: The Good-Faith Concept in Pennsylvania—“Gist-of-the-Action” Doctrine—Drafting the Negotiation Agreement | The Agreement Process | Drafting Offers—Controlling the Acceptance | Revocation of Offers | Making Offers Irrevocable | Firm Offers Under the Uniform Commercial Code | CISG Firm Offers Distinguished | Offers Irrevocable Through Reliance | Irrevocable Offers Upon Part Performance—“Unilateral” versus “Bilateral” Contracts | Rejection of Offers—Counteroffers | Acceptance of Offers | The Manner and Medium of Acceptance | The “Battle of the Forms”—Acceptance with Different or Additional Terms | The Radical “Rolling Contract” Theory—Accept or Return” | 2-207 Under Proposed Amendment to UCC Article 2 | CISG—Major Differences in the “Battle of the Forms” | The Validation Process—Seal, Uniform Written Obligations Act, Consideration, Promissory Estoppel | Statute of Frauds | Mysteries: Modifications Without Consideration—Statute of Frauds—UCC—NOM Clauses | Interpretation | The Enigmatic Parol Evidence Rule | Conditions in the Law of Contracts | Unconscionability | Third-Party Beneficiaries | Assignments and Delegation | Joint and Several Contracts | Breach, Material Breach, Effects and Decision—Criteria—Substantial Performance | UCC—“Perfect Tender” Rule—Rejection—Cure—Revocation of Acceptance—Notice of Breach | Anticipatory Repudiation—Demanding Adequate Assurances | “Force Majeure”—Impossibility—Commercial Impracticability | Remedies—Expectation, Reliance, and Restitution Interests in Common Law and the UCC | Uniform Commercial Code Remedies | Plus Table of Cases | Statutory Index | Subject Index Number of Pages: 302
