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Contracts

Welcome to your comprehensive Contracts class notes and study materials. This section contains organized class notes from every session, a complete outline, and all transcripts.
This semester focuses exclusively on contract formation and formation defenses. Performance, breach, warranties, conditions, and remedies are covered next semester.

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Comprehensive Outline

Fryk Outline - Contract Formation Through Modification

Complete outline covering: UCC vs. Common Law, Contract Formation, Offer, Acceptance, Consideration, Defenses, and Modification. Study-ready reference for exam preparation.

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Class Notes by Topic

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I. Introduction & Foundational Concepts

Session 01 - Course Introduction

Course administration, sources of contract law, introduction to formation

Session 02 - Formation Basics

Foundational principles, contract types and classifications

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II. Intent to Contract & Offers

Session 03 - Intent & Preliminary Agreements

Objective theory, preliminary agreements, letters of intent, advertisements

Session 04 - Offers & Formation

Valid offers, objective theory, advertisements as offers

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III. Acceptance & UCC Article 2

Session 05 - UCC vs. Common Law

UCC Article 2 vs. common law, acceptance rules, battle of the forms intro

Session 06 - Acceptance

Mirror image rule, UCC 2-207, bilateral vs. unilateral contracts

Session 07 - Silence & Termination

Methods of acceptance, silence as acceptance, termination of offers

Session 08 - Battle of the Forms

UCC 2-207 detailed analysis, digital contracts, clickwrap agreements

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IV. Consideration & Substitutes

Session 09 - Consideration

Definition, bargained-for exchange, legal detriment, case law

Session 10 - Pre-Existing Duty Rule

Pre-existing duty rule, modification, past consideration, moral obligation

Session 11 - Promissory Estoppel

Moral obligation, promissory estoppel, Restatement Second §90

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V. Formation Defenses

Session 12 - Capacity of the Parties

Minors, mental capacity, cognitive vs. product test, restitution

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Study Resources

Full Class Transcripts

Complete verbatim transcripts from all class sessions for detailed review and reference

Quick Topic Reference

Jump to specific topics across sessions
TopicSession(s)
UCC vs. Common Law5, 8
Offers3, 4, 7
Acceptance5, 6, 7, 8
Battle of the Forms (UCC 2-207)6, 8
Consideration6, 9, 10, 11
Pre-Existing Duty Rule10
Promissory Estoppel10, 11
Capacity Defenses12
Minors & Restitution12
Mental Capacity12

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Exam Preparation Guide

Use this checklist to analyze any contracts fact pattern on your exam!
1

Is there an offer?

Review Sessions 3, 4, 7 for offer requirements and analysis
2

Is there acceptance?

Review Sessions 5, 6, 7, 8 for acceptance rules and UCC 2-207
3

Is there consideration?

Review Sessions 9, 10, 11 for consideration and substitutes
4

Are there any defenses to formation?

Review Session 12 for capacity defenses (minors, mental incapacity)
  • Objective theory of contracts - What would a reasonable person understand?
  • Mirror image rule vs. UCC 2-207 - Common law vs. UCC acceptance rules
  • Bargained-for exchange - Core requirement of consideration
  • Pre-existing duty rule - When existing obligations don’t count as consideration
  • Promissory estoppel (Restatement Second §90) - Consideration substitute
  • Capacity defenses - Minors and mental incapacity
  • Restitution as remedy - Restoring parties to pre-contract position