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耶鲁大学-美国合同法笔记-第1周

Welcome to Contracts. In these two courses, Contracts one and Contracts two, you will learn the basics of US Contract Law. You don't need to be a lawyer to write contracts. So, these courses will be a value not just to law students, but to business people in and outside the United States, that have to deal with contracts governed by US law. Contracts one, will focus on the prerequisites先决条件for contracting. You'll learn about offer and acceptance, how contracts manifest mutual assent. We'll be talking a lot about consideration and when it is required. Contracts two, will then turn to formation defenses and questions of contract performance. You will learn about contract interpretation, and the dividing line between breach and non-breach. In contracts two, we'll also be learning about how contract law attempts to remedy breach by awarding various types of damages.The law of contracts is both judge made and legislature made, all 50 states have enacted major parts of the Uniform Commercial Code or UCC. The UCC is divided into separate articles. Article one includes general provisions. We'll be focused on Article two, which governs the sale of goods, physical objects. Other UCC articles relate to different kinds of transactions. Article nine covers secured transactions, where a borrower gives a lender a security interest in some borrower asset in order to secure the loan. Article-IIA covers leases. If you have a contract dispute with your barber, is the contract governed by the UCC's Article II? No. The UCC governs the sale of goods.The contract to pay money for a haircut is a service, and is likely to be governed by common law, meaning law created over time by judges. However, even with regard to services, many jurisdictions have health and safety regulations as well as consumer protection statutes that may regulate the transaction. The common law is judge made law handed down in decisions that have precedential authority with regard to similar disputes. The common law of contract not withstanding the UCC still has a big role to play in knowing contract law. Common law governs not only service contracts, but it supplements the UCCs coverage of sale of good contracts. UCC Section 1-1O3B, tells us. "Unless displaced by particular provisions of the Uniform Commercial Code, the principles of law and equity, including the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions". In essence, this section says, that unless displaced by particular provisions of the UCC, the common-law lives the principles of law and equity that supplement its provisions are the principles developed by common law judges. The best way to learn the common law is to read

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