Contract Law (Fourth Edition)

Author: Claude D. Rohwer (USA)
Publisher:
Publish Date: July 1, 2003
Features: The contract system, as a legal institution, has deeply rooted in social reality and reflects the concentrated embodiment of people's real-life transactions. At the same time, it has a significant impact on people's lives. With the strengthening of the international trend of legal convergence, the mutual influence among different legal systems will also be further enhanced. Given the important position of Anglo-American contract law in the world's contract legal systems, it is necessary to strengthen the study and research of Anglo-American contract law. The Contract Law, written by Professor Claude D. Rohwer of the United States and Professor Gordon D. Schaber, is a highly influential textbook in the United States. By 1997, it had been published in four editions. The book presents the content and characteristics of Anglo-American contract law to readers with a reasonable structure, fluent language, and vivid cases. One of the most important features of this book is that, on the basis of comprehensively elaborating the fundamental theoretical issues of contract law, it designs many representative and targeted questions for each chapter. Most of these questions are selected from the bar examination questions implemented in the United States, and they are all presented in the form of cases. Each question is accompanied by an analysis and an answer. These questions cover all aspects of contract law and are of great help to readers in fully understanding American contract law. The content of "Last Night Before the Exam—Study Outline" at the end of the book provides a concise summary and analysis of the key issues of contract law, which can cultivate readers' ability to grasp the overall picture of contract law beyond the textbook. The book is divided into thirteen chapters, with the content basically arranged in the logical order of the contract system.
Chapter Introduction. It points out that contract law primarily involves determining what kind of promises can be enforced and briefly describes the various reasons and grounds used by American courts to make such judgments.
Chapter 2: Formation of Contracts. The formation of a contract means that the parties reach an agreement on the content of the contract through offers and acceptances. The effectiveness of the acceptance leads to the formation of the contract. This chapter analyzes the conditions required for offers and acceptances to become legally binding, including the acceptance of offers, counteroffers, termination of offers, revocation of offers, modes of acceptance, the consistency of acceptance with the content of the offer, and other issues. At the same time, this chapter also provides a detailed introduction to the concept of consideration, which is one of the most distinctive features of Anglo-American contract law.
Chapter 3: Unjust Enrichment. Unjust enrichment refers to gaining a benefit at the expense of others or by infringing on their rights, and the person who has unjustly enriched themselves should return the unjust enrichment. The types of unjust enrichment include gaining benefits based on the other party's mistake, gaining benefits by infringing on others' rights, and gaining benefits by providing services or delivering goods, among others.
Chapter 4: The Uniform Commercial Code (UCC) on Fraud. Contracts falling under the scope of the UCC on fraud typically must be in writing, but the types of contracts specified by each state are not the same. For example, in the UCC of the United States, contracts with a value exceeding $500 are subject to this rule; contracts for the sale of securities, etc.
Chapter 5: Interpretation of Contracts. This chapter introduces the principles and standards that should be adhered to when interpreting contracts, the important role of trade customs, transactional customs, and the performance process in contract interpretation, the application of external (oral) evidence rules, as well as the good faith duty and fair dealing issues that serve as implied obligations in all contracts.
Chapter 6: Modification of Contracts. If parties have the capacity to enter into a contract, they also have the capacity to modify it. Generally, there is no special law or rule for contract modifications that differs from contract law. However, in some cases, if a contract modification benefits only one party, it may involve issues such as the validity of the modification and the consideration of the contract.
Chapter 7: Defenses. This includes capacity, undue influence, duress, mistake, and false statements, among others. These factors can directly affect whether the parties agree to be bound by the agreement and what kind of agreement they have entered into. Therefore, these factors can all serve as defenses that prevent the parties from being bound. This chapter analyzes these defenses in detail and also discusses the use of public policy as a defense.
Chapter 8: Remedies for Breach of Contract. Under the common law system, breach of contract remedies involves many aspects. This chapter provides a detailed analysis of remedies and their calculation methods, including expectation damages, reliance damages, restitution, liquidated damages, punitive damages, and specific performance. Given the importance of sales contracts, this chapter also explores the remedies available to sellers when buyers breach and the remedies available to buyers when sellers breach, in line with the provisions of the UCC.
Chapter 9: Performance of Contracts. The performance of contracts involves legal liability under the contract. Contractual liability arises from promises, and in most cases, contracts contain an unconditional promise. In addition to promises, contracts also contain conditions, which can be defined as an event whose occurrence or non-occurrence will create or terminate a liability. Conditions can be classified as express or implied, as well as precedent or subsequent conditions. Conditions can be fulfilled or discharged, and there are many legitimate reasons for discharging conditions, such as the discharge of conditions due to the expectation of breach of promise, or the discharge of conditions due to intentional or anticipated inability to perform. This chapter also specially discusses the performance of construction contracts, sales contracts, and the relationship between the principle of good faith and the performance of contracts.
Chapter 10: Third-Party Beneficiaries. This chapter primarily discusses which parties can claim contractual rights, the characteristics of third-party benefit contracts, the characteristics of third parties, the rights of third-party beneficiaries, and the defenses that can be raised against third-party beneficiaries.
Chapter 11: Assignment of Rights and Transfer of Obligations. The concept of the assignment of contracts is somewhat ambiguous. It can refer to the assignor intending to fulfill the contractual obligations while only transferring the contractual rights; it can also refer to the transfer of both rights and obligations; or it can refer to the assignor transferring contractual rights only if the assignee fulfills the contract. Rights arising from contracts are generally transferable, but obligors can oppose such transfers under certain circumstances, such as if their obligations are substantially altered. This chapter also discusses the limitations on the assignment of contracts, the revocation of assignments, partial assignments, multiple assignments of the same right, and the defenses that obligors can raise against assignees. A debtor can transfer its obligation to perform the contract to someone else to fulfill it, as long as the creditor benefits from it.
Chapter 12: Events That Excuse Performance. Contractual liability is a strict liability, and parties must strictly fulfill it, otherwise, they should bear breach of contract liability. However, contractual liability can be excused due to certain events, such as the inability to perform or the failure of the contractual purpose. This chapter also provides a detailed discussion of remedies in cases of exemption.
Chapter 13: Termination of Contracts. The most common way to terminate a contract is through its fulfillment. However, there are many other ways to terminate contracts, such as through negotiation, substitution, or settlement and satisfaction.