The Story of Contract Law: Formation
second Edition

The Story of Contract Law: Formation

by Val Ricks

This book, revised as the Second Edition June 2017, is designed to teach contract doctrine beginning with the most fundamental concepts and building on these until the structure of contract doctrine as coherent and cohesive regulation appears. The order of presentation is, in fact, the order in which contract doctrine developed historically, but it is also, in general, the order in which arguments are introduced in litigation.

The book begins with the most basic, core concept of contract law—exchange. The book teaches exchange using simple cases drawn from the actual development of the exchange concept’s most obvious manifestation—the doctrine of consideration. These cases have basic but engaging facts. They do not take long to read, but they must be read carefully. They make an excellent introduction to law study.

Logically, every doctrine of contract formation is centered on whether and when a fair exchange occurred. In litigation, the plaintiff alleges a promise and consideration—an exchange (a plausible one, and therefore fair enough at that point). Defenses to formation are a response to the allegation that a fair exchange occurred. Allegations of both promise and consideration show that the defendant assented. As between assent and exchange, exchange is the more fundamental concept, but because the law talks so often about assent, assent is covered at length afterward so that the function of the assent doctrines is apparent.

Other doctrines, such as remedies (just an introduction in this first volume), waiver, seals, the Statute of Frauds, definiteness, and general public policy limitations are placed where students can best grasp their import in the context of the other doctrines.

Along the way, most of the doctrines in the book are repeated in the cases, questions, or in class discussion. This repetition cements understanding, builds trust, and also allows students to see how the doctrines mesh together to regulate coherently.

This book is intended for use in the first three-credit half of a six-credit course. A second volume will be available from CALI's eLangdell Press for Spring 2018.

Read more > Hide
About the Author
About CALI eLangdell Press
Sources of Contract Law
How this Book Is Organized
Contract Law Theories
Ready, Set . . .
1. Consideration: Contract & Bargain
1.1. A. Introduction
1.1.1. Medieval Law of Promise Enforcement
1.1.2. Changes in the Renaissance
1.2. B. Consideration Theory and Policy
1.3. C. Bargain
1.4. D. Proper Form
1.4.1. Benefit
1.4.2. Detriment
1.4.3. Mutual Promises
2. Assent-Based Niches of Promise Enforcement: Modification and Waiver
2.1. A. Modification
2.1.1. Modification of Judgment Liabilities
2.1.2. Modification of Contractual Liabilities
2.2. B. Waiver
3. Alternate Theories of Re-covery: Promissory Es-toppel & Unjust Enrich-ment
3.1. A. Promissory Estoppel
3.2. B. Unjust Enrichment
4. Limits on Bargains: De-fenses
4.1. A. Introduction: Limits on Bargains?
4.2. B. Duress
4.3. C. Mutual Mistake
4.4. D. Unilateral Mistake
4.5. E. Misrepresentation
4.6. F. Unconscionability
5. The Push Toward Assent
5.1. A. A Seal or Writing
5.1.1. Seals and Statutes
5.2. B. Nominal and Recited Consideration Generally, and in Option Contracts
5.3. C. Implied Inducement
5.4. D. The Statute of Frauds
5.5. E. The Final Push: When Does a Contract Form?
5.6. F. What is Assent, Really, in Contract Law?
6. Offers
6.1. A. What Is an Offer?
6.2. B. Termination of the Power of Acceptance
7. Acceptances
7.1. A. Acceptances: What Are They?
7.2. B. Choice of Promise or Performance
7.3. C. Issues of Intent
7.4. D. Notice
7.5. E. Silence
7.6. F. The Battle of the Forms
8. Definiteness
8.1. A. The General Principle
8.2. B. The Preliminary Agreement
9. Limits on the Reach of Contract Law
9.1. A. Public Policy
9.2. B. Plea Bargains
9.3. C. Employment at Will
9.4. D. Covenants Not to Compete
10. Warranties
10.1. Appendix—Answers to Problems 7-12


Val Ricks (Professor of Law and Charles Weigel II Research Professor) has taught Contracts since 1996. His scholarship on contract law appears in the Georgetown LJ, Indiana LJ, BYU LR, George Mason LR, Baylor LR, and U. Kan. LR. He claims the original discovery that Isaac Kirksey actually made a bargain with Antillico. Professor Ricks also teaches, and writes about, business associations and other intersections of law and business. Before teaching, he clerked for Judge Charles Wiggins of the 9th Circuit and practiced transactional and appellate law in Salt Lake City. Professor Ricks received a B.A. summa cum laude in Philosophy and a J.D. summa cum laude, both from BYU. He and his bride are the parents of seven beautiful children.

The author and CALI acknowledge permission from the following authors to use their limericks and haikus in this book:

Jim Woodward, Stacey Severovich, Amy Hebert Craft, and George Kelley.

Val Ricks, The Story of Contract Law: Formation, Second Edition, Published by CALI eLangdell Press. Available under a Creative Commons BY-NC-SA 4.0 License.

CALI® and eLangdell® are United States federally registered trademarks owned by the Center for Computer-Assisted Legal Instruction. The cover art design is a copyrighted work of CALI, all rights reserved. The CALI graphical logo is a trademark and may not be used without permission.

Should you create derivative works based on the text of this book or other Creative Commons materials therein, you may use this book’s cover art and the aforementioned logos, as long as your use does not imply endorsement by CALI. For all other uses beyond the scope of this license, please request written permission from CALI.

© 2018 CALI eLangdell Press, Subject to an Attribution-NonCommercial-ShareAlike CC BY-NC-SA

Printed version

Paperback is available oт

The author(s) of this volume are not affiliated with in any manner.