Business Law: Contracts

Your guide to contracts is Professor Frank B. Cross, Professor of Business Regulation at The University of Texas at Austin and a former attorney with the law firm of Kirkland & Ellis in Washington, DC.

The Academy of Legal Studies in Business honored Professor Cross as the nation's outstanding professor. The Business Week guide to M.B.A. programs has also recognized him as one of the nation's outstanding teachers.

Professor Cross is the author of more than 30 articles in journals of law, science, policy, and management. He has published four textbooks for business law classes, as well as several other academic books. Professor Cross serves on the editorial boards of four journals, including the American Business Journal.

When Has a Contract Been Made?

Lecture 1 explores the boundaries of contracts in law. It discusses the four main requirements that any contract must satisfy, and it discusses the Uniform Commercial Code of the United States, which incorporated common law about commercial contracts into state statutes.

Lectures 2 and 3 give greater detail about the main components of a contract.

One party makes an offer and the other accepts, refuses, or makes a counteroffer, but there are many possible slips in between. Which offers are binding? Lecture 2 examines the preliminary issues of offer and acceptance, including the ability of parties to negotiate, the definiteness of a contract's terms, and terms of acceptance.

In Lecture 3, we look at three more elements of a binding contract:

• What each party must give up for a contract to be made ("consideration")
• Whether and when those of a diminished capacity, such as children or the insane, can make contracts
• When a contract must be in writing.

When Is a Contract not Binding?

Lectures 4 and 5 consider the possible reasons for declaring contracts void or breached.

When does a mistake by either party or fraud by one of them invalidate a contract? When can a party successfully claim that an agreement was reached under duress? In Lecture 4, you get answers to these questions.

Lecture 5 reviews problems with the performance of a contract, including how much of a performance is required to consider a contract discharged, and other legal reasons for discharge. What conditions will excuse performance?

What can you do when the other side doesn't meet its obligations?

If a contract has been breached, how do the courts decide how much you are owed? Remedies for breaches of contract, and different methods for assessing the fair compensation in such cases, are considered in Lecture 6.

The series concludes with discussions of two unique issues in contract law: third-party rights in contracts and international contracts.

Lecture 7 explains the categories of persons who are legally permitted to enforce agreements to which they are not original contracting parties. These might include beneficiaries of the contract or an assignee of a certain part of a contract. The key questions are these:

• When can rights under a contract be assigned to someone else?
• When can a contract that benefits you be enforced by you?

Lecture 8 discusses international contracts and the practical and legal complications arising from them. Simple translation is only the first problem, and there are hundreds of variations on rules among countries. We focus on issues raised by international agreements, letters of credit, and other commercial practices. A discussion of the United Nations Convention on the International Sale of Goods in contrast with U.S. law is included.

Course Lecture Titles

• 1. Foundations of Contract
• 2. Offer and Acceptance
• 3. Consideration, Capacity, and Form
• 4. Geniuneness and Discharge
• 5. Performances and Discharge
• 6. Remedies
• 7. Third-Party Rights
• 8. International Contracts