英美法入门合同法

LexisNexis Capsule Summary

Contracts

Chapter 1

SOURCES AND DEFINITIONS OF CONTRACT LAW

§ 1.01 What is a Contract?

A contract is formed in any transaction in which one or both parties make a legally enforceable promise. A promise is a commitment or undertaking that a given event will or will not occur in the future and may be express or implied from conduct or language and conduct. A promise is legally enforceable where it:

•was made as part of a bargain for valid consideration;

•reasonably induced the promisee to rely on the promise to his detriment; or

•is deemed enforceable by a statute despite the lack of

consideration.

§ 1.02 Types of Contracts

Contract may be of the following types:

1)Express – an agreement manifested by words

2)Implied-in-fact – an agreement manifested by conduct

3)Implied-in-law ("quasi-contract") – not a true contract but an

obligation imposed by a court despite the absence of a promise in

order to avoid an injustice

§ 1.03 Sources of Contract Law

1)Common Law– in most jurisdictions, contract law is not codified,

and thus the primary source of general contract law is caselaw.

2)Restatement– written by the American Law Institute to provide

guidance to the bench and bar, the Restatement of Contracts

(currently in the second edition) has no legal force but

nevertheless provides highly persuasive authority.

3)Uniform Commercial Code(UCC)– created under the auspices of

the American Law Institute and the National Conference of

Commissioners on Uniform State Laws, has been adopted by every

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state except Louisiana. Proposed revisions to Article 2, governing contracts for the sale of goods, have been finalized and presented to the states for enactment.

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4)United Nations Convention on Contracts for the International Sale

of Goods (CISG)– ratified by many of the leading trading

nations including the United States and China (but not the United

Kingdom and Japan), it governs many transactions for the sale of

goods between parties with places of business in different nations.

5)UNIDROIT Principles of International Commercial Contracts– non-

binding authoritative text similar to the Restatement.

6)Uniform Computer Transactions Act (UCITA) – addresses issues

arising out of computer licensing but has only been enacted in

Virginia and Maryland.

7)Uniform Electronic Transactions Act (UETA) –adopted by most

states, this act does not affect basic contract doctrine but

governs the use of electronic communications. It applies to

"transactions," defined as "the conduct of business, commercial or governmental affairs." Thus, it does not govern contracts such as those between family members or with non-profit institutions.

8)Electronic Signatures in Global and National Commerce Act (E-Sign)

– this federal law allows states to preempt it by enacting the

UETA.

§ 1.04 C ontracts for the Sale of Goods

[1] Application of UCC

Article 2 of the Uniform Commercial Code covers all transactions for the sale of goods other than securities (article 9) and leases (article 2A). It applies to any party; it is not limited to merchants although individual provisions may be.

[2] "Goods" Defined

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