Course | Columbia Law School

This course constitutes a continuation of the study of basic contract law and theory, but coverage will be both broader and deeper than first-semester contracts. The bulk of the course will be devoted to covering material that is not covered, or covered only briefly, in a standard first-semester contracts course. Topics to be given attention may include: the identification and interpretation of the terms of agreement (e.g., the parol evidence and plain meaning rules), defining the terms of performance (e.g., implied and express conditions), mistake and excuse (e.g., unilateral and mutual mistake, impossibility, commercial impracticability, the right to cure), conduct constituting breach (e.g., anticipatory repudiation, the right to adequate assurances), and third party rights (e.g., intended and incidental beneficiaries, assignment and delegation, and novation). Although considerable emphasis will be placed on doctrines in both the common law and Uniform Commercial Code, this course is not intended as a substitute for a course on the sale of goods (Article 2 of the U.C.C.).