Connecticut Law School 1L Study Guide for Contracts

Connecticut Law School 1L Study Guide for Contracts

I. Introduction to Contracts

A contract is a legally enforceable agreement between two or more parties with mutual obligations. The Connecticut Uniform Commercial Code (UCC) governs contracts for the sale of goods while common law governs other types of contracts.

II. Formation of Contracts

A. Offer and Acceptance
– Offer: An expression of willingness to contract on certain terms.
– Must be definite and communicated to the offeree.
– Case: Lefkowitz v. Great Minneapolis Surplus Store

B. Acceptance
– Unconditional assent to the terms of the offer.
– Can be by performance or by a return promise.
– Case: Acceptance must mirror the offer (mirror image rule).

C. Consideration
– Bargain-for-exchange: something of legal value must be exchanged between parties.
– Case: Hamer v. Sidway

D. Contractual Intent
– Parties must intend to enter a legally binding agreement.

E. Capacity
– Parties must be competent to enter a contract.
– Minors, intoxicated persons, mentally disabled may lack capacity.

F. Legality
– The purpose of the contract must not be criminal, tortious, or otherwise against public policy.

III. Types of Contracts

A. Bilateral vs. Unilateral
– Bilateral: both parties make a promise.
– Unilateral: only one party makes a promise, the other party performs an act.

B. Express vs. Implied
– Express: terms are stated by the parties.
– Implied: terms are inferred from actions or circumstances.

C. Executed vs. Executory
– Executed: all parties have fulfilled their contractual duties.
– Executory: parties have not yet fully performed their contractual duties.

IV. Defenses to Contract Formation

A. Misrepresentation
– False statement that induces the other party to enter the contract.

B. Fraud
– Intentional misrepresentation to deceive the other party.

C. Duress
– Coercion by one party forces the other party to enter the contract.

D. Undue Influence
– Improper persuasion overpowers the will of the other party.

E. Mistake
– Mutual Mistake: both parties share a misconception about a basic assumption of the contract.
– Unilateral Mistake: only one party is mistaken about a basic assumption of the contract.

V. Performance and Breach

A. Conditions
– Precedent: must occur before a duty to perform arises.
– Concurrent: must occur simultaneously with another event.
– Subsequent: extinguishes an existing duty to perform.

B. Performance
– Complete: all terms have been fully met.
– Substantial: performance deviates slightly but does not significantly impair the contract.

C. Breach of Contract
– Material Breach: significant failure to perform that permits the other party to suspend performance and sue for damages.
– Minor Breach: partial or immaterial failure to perform that may result in a suit for partial damages but does not excuse the non-breaching party from performance.

D. Remedies
– Specific Performance: court order requiring the breaching party to fulfill the terms of the contract.
– Damages: monetary compensation for harm caused by the breach.
– Compensatory: to cover the loss directly and necessarily incurred by the breach.
– Consequential: to cover the loss not directly caused by the breach but foreseeable.
– Liquidated: predetermined sum agreed upon during contract formation.
– Punitive: to punish and deter willful misconduct (rare in contract law).

VI. Third Party Rights

A. Assignment and Delegation
– Assignment: transfer of rights under the contract.
– Delegation: transfer of duties under the contract.

B. Third Party Beneficiary
– Intended Beneficiary: has rights to enforce the contract.
– Incidental Beneficiary: benefits from the contract but cannot enforce it.

VII. Contractual Interpretation

A. Parol Evidence Rule
– Prohibits the use of prior or contemporaneous external evidence to contradict, modify, or add to the terms of a written contract.

B. Interpretation Principles
– Plain Meaning Rule: if language is clear and unambiguous, it is interpreted in its “plain” sense.
– Contextual Approach: considers the entire context of the agreement to interpret ambiguous terms.

VIII. Termination and Discharge

A. Mutual Rescission
– Parties agree to cancel the contract.

B. Novation
– A new contract is substituted for the old one, with a new party assuming the duties.

C. Accord and Satisfaction
– Agreement to accept a different performance than originally agreed.
– Satisfaction: the performance of the accord agreement.

D. Impossibility or Impracticability
– Performance becomes impossible or impracticable due to unforeseen events.

E. Frustration of Purpose
– Events fundamentally change the purpose of the contract.

IX. Connecticut-Specific Considerations

A. Connecticut Unfair Trade Practices Act (CUTPA)
– Addresses unfair and deceptive trade practices in contract dealings.

B. Connecticut UCC Differences
– Note particular deviations in Connecticut’s adoption of the UCC from the standard model.

C. Connecticut Case Law
– Always consider Connecticut Supreme Court decisions that might interpret contract law slightly differently from other jurisdictions.

X. Review of Prominent Cases

A case-by-case review following the IRAC format (Issue, Rule, Analysis, Conclusion) for significant Connecticut cases and other seminal cases in contract law would be included. This component would be tailored to the syllabus of the specific course and would provide students with summaries and analyses of important case law.

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