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Many international transactions choose the law of a US jurisdiction as governing law—especially New York or Californian law. This subject covers doctrines distinctive to US contract law, with attention to important differences between New York and California. US contract law derives from the common law, but departs in important and surprising ways from the law of other common law countries. This subject will therefore be of interest to both common law and civil law lawyers. The focus will be on those aspects of US contract law that are distinctively different from the law of England or Australia. This includes substantive differences in legal doctrine as well as distinctive legal sources in the US federal system. The lecturer, first trained in Australian law, has taught contract law at New York University School of Law for 20 years, including many times to foreign-trained lawyers. He has published on the theory of contract law.
Principal topics include:
- Legal sources for US contract law, including the Restatement of Contracts II and the Uniform Commercial Code (UCC)
- Enforceability, focusing on the unique US doctrine of promissory estoppel and its implications for other doctrines such as the Statute of Frauds
- Interpretation and the parol evidence rule, focusing on differences between New York and California law.
- Distinctive elements of the US law of contract remedies, including remedies for promissory estoppel, restitution as a remedy for breach of contract, and the remedies provisions of the UCC
- The US approach to problems of assent in the context of standard forms, including the ‘battle of the forms’ under the UCC and the idea of ‘rolling assent’
- Termination for breach.
Intended learning outcomes
A student who has successfully completed this subject will:
- Have an advanced and integrated understanding of distinctive elements of the US law of contracts
- Be able to examine, analyse, interpret, and assess critically the effectiveness of the relevant legal doctrines
- Be an engaged participant in debates regarding emerging and contemporary issues in US contract law
- Have a sophisticated appreciation of the issues and considerations driving the development of this area of US law
- Have the cognitive and technical skills to generate critical and creative ideas relating to the different bases of liability (contract, promissory estoppel, and restitution) and to critically evaluate existing legal theories, principles, and concepts with creativity and autonomy
- Have the cognitive and technical skills to examine, research, and analyse independently existing and emerging legal issues in the US law of contract
- Have the communication skills to articulate clearly and convey complex information regarding US contract law to relevant specialist and non-specialist audiences.
Last updated: 29 July 2022