Wisconsin Law School 1L Study Guide for Contracts

I. General Principles of Contract Law

Summary: Contract law revolves around the enforcement of promises and agreements. The key elements of a contract include offer, acceptance, consideration, and a mutual intent to be bound.


  1. Lucy v. Zehmer (1954): Enforced a contract for the sale of land, despite one party claiming they were joking when the contract was written. This case demonstrates subjective intent doesn’t matter; it’s the objective manifestations of intent that counts.

II. Offer and Acceptance

Summary: An offer is a promise conditional on an act, return promise, or forbearance. Acceptance is a manifestation of assent to the terms of the offer.


  1. Carlill v. Carbolic Smoke Ball Co. (1893): The company’s advertisement constituted an offer, which was accepted by the customer’s use of the product. This case shows that precision in terms (including price, time, and specific parties) can determine whether a statement qualifies as an offer.

III. Consideration

Summary: Consideration is a legal detriment incurred by the promisee or a legal benefit received by the promisor. In Wisconsin, the doctrine of “Past Consideration” is not valid consideration.


  1. Hamer v. Sidway (1891): The court held that forbearance from committing legal acts can be valid consideration. The case illustrates the principle that the adequacy of consideration does not matter as long as it is of some value.

IV. Implied-in-Fact Contracts and Quasi-Contracts

Summary: An implied-in-fact contract is an actual contract in which the agreement is not expressed in words, but inferred from the parties’ conduct. A quasi-contract is a legal fiction designed to prevent unjust enrichment.


  1. Baird v. Gimbel Brothers, Inc. (1933): The court held that when a buyer implicitly accepts a proposition by retaining delivered goods, they form an implied-in-fact contract.

V. Promissory Estoppel

Summary: Promissory estoppel is a doctrine that allows a party to recover on a promise, even if it was made without consideration, if they relied on the promise to their detriment.


  1. Feinberg v. Pfeiffer Co. (1959): The court enforced a corporation’s promise to pay an employee a pension after retirement, even though the company received no consideration for the promise.

VI. Defenses to Contract Formation

Summary: There are several defenses that can prevent contract formation, including incapacity, duress, undue influence, misrepresentation, and mistake.


  1. Sherwood v. Walker (1887): This case involves a mutual mistake about the identity of the subject matter of the contract, leading to the contract’s cancellation.

VII. Interpretation and Construction

Summary: This involves determining what the terms of the agreement are and how they are to be applied in the contract.


  1. Frigaliment Importing Co. v. BNS International Sales Corp. (1960): This case involved a dispute over the definition of the term “chicken” in a contract.

VIII. Contract Performance and Breach

Summary: A party is in breach of contract when they fail to fulfill their contractual duties.


  1. Hawkins v. McGee (1929): This case held that damages for breach of contract should be equivalent to what the injured party would have received if the contract had been fully performed.

IX. Remedies for Breach of Contract

Summary: There are several possible remedies for breach of contract, including expectation damages, reliance damages, restitution, specific performance, and liquidated damages.


  1. Hadley v. Baxendale (1854): This established the foreseeability rule in contract law, that is, damages must be foreseeable at the time of contracting to be recovered.

This guide is not all-inclusive and should be used in conjunction with detailed case briefs, casebooks, and classroom notes. Always consult your professor or legal professional when uncertain about legal concepts or terminologies.

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