Contracts and Commercial Law

A business lawyer in a transactional practice must have the skills to implement the business goals of their clients. The skills include an understanding of various types of contracts and the goals they serve, drafting skills, and an ability to understand complex contractual provisions on their own and in interaction with other provisions. Our upper-level transactional classes are designed to provide students with these skills.

Required Course Learning Outcomes

Contracts (LAW-LW.11672)

Upon successful completion of this course, students will be able to demonstrate:

Knowledge and Understanding of Substantive Law (ABA Standard 302(a)(1))

1. Knowledge and understanding of the doctrines governing contract formation, including offer, acceptance, and consideration.
2. Knowledge and understanding of the doctrines governing capacity to contract and the circumstances under which a party's capacity to enter a binding agreement may be limited and doctrines that deal with abuse or over-persuasion by counterparties against individuals with full capacity, fraud, misrepresentation, and unconscionability.
3. Knowledge and understanding of the principles governing contract interpretation, including the resolution of ambiguity and the role of extrinsic evidence.
4. Knowledge and understanding of the doctrines governing conditions and the excuse of performance, including impossibility, impracticability, and frustration of purpose.
5. Knowledge and understanding of the remedies available for breach of contract, including expectation, reliance, and restitution damages, and the availability of equitable remedies, and doctrines that limit remedies such as liquidated damages, penalties, and public policy.
6. Knowledge and understanding of the relevant provisions of the Uniform Commercial Code and other statutes governing private agreements, and their relationship to common law and equitable principles.

Legal Analysis and Reasoning (ABA Standard 302(a)(2), (3))

1. The ability to analyze and apply contract doctrine to novel fact patterns arising at each stage of a contractual relationship, from formation through performance, breach, and remedy.
2. The ability to identify and evaluate the policy considerations underlying contract doctrine, including the balance struck among freedom of contract, efficiency, fairness, and predictability in commercial and private dealings.
3. The ability to determine which body of law, common law or statutory, governs a given transaction or dispute, and to apply the appropriate doctrinal framework accordingly.
4. The ability to construct and evaluate reasoned legal arguments concerning contested questions of contract formation, interpretation, performance, and remedy.
5. The ability to apply contract doctrine to explain and evaluate the legal effects of agreements and to identify alternatives.