I.

Basics
Assignment #1, 2/4 Lecture, Chapter 1
a. Parties
i. Plaintiff and defendant
ii. Burden of proof
1. Always on plaintiff
2. Criminal law: beyond reasonable doubt
3. Civil law: “by a preponderance of the evidence”
a. i.e. >50%
iii. Breach of contract
Plaintiff must prove 3 things:
1. Existence of enforceable contract
2. Breach of contract
a. Defendant didn’t do what they were supposed to
3. Entitlement to remedy
b. Terminology
i. Void contracts: absolutely no legal validity
1. As if no contract ever existed
2. Void “ab-initio” (from inception)
3. E.g. involving illegal subject matter
ii. Voidable contracts: may be voided by party for specific reason
1. E.g. fraud, minority, etc.
iii. Unenforceable contracts: contract exists but can’t be enforced b/c of a
legal defense
iv. Stare decisis: obligation to follow precedent
1. Only obligated to follow precedents within same jurisdiction
a. i.e. same geographical area
v. Common Law: case law
1. Rulings of past cases
vi. Statutory Law: laws passed by lawmaking body
c. Order of Importance of Laws (2nd page in NB)
i. Constitution reigns supreme
ii. Constitution > federal statutes
iii. Federal statutes > state things
iv. State constitutions > state statutes and local ordinances
d. NY Court System
i. 3 levels:
1. Trial Court (court of original jurisdiction)
a. New York Supreme Court
b. Trial takes place
c. Trial transcribed
d. Results in judgement
2. Intermediate Appellate Court
 a. New York Supreme Court Appellate Division
b. Can’t intro new evidence in appeal
c. No trial
d. Affirm, Reverse, or Remand
i. Can also modify remedy
3. Highest Appellate Court
II. Alternate Dispute Resolution
Assignment #2, 2/9 Lecture, Chapter 4
a. Mediation: neutral third party tries to facilitate resolution b/t two parties
i. 3rd party can propose solution, but doesn’t make solution
ii. Preferred for those in long-term relationships
b. Arbitration: 3rd party imposes resolution on both parties
i. More formal
ii. 3rd party makes solution
1. Both parties submit terms to 3rd party
2. Both parties must consent
iii. Binding arbitration
1. both parties agree 3rd party’s decision will be legally binding
2. vs nonbinding arbitration
a. can go forward w/ lawsuit if they don’t agree w/
arbitrator’s decision
iv. Arbitrator’s decision (award)
1. Court enforces strictly
2. Will only set aside for following:
a. Arbitrator’s conduct/”bad faith” prejudiced rights of one
of the parties
b. Award violates public policy
c. Arbitrator arbitrated issues that parties did not agree to be
covered under arbitration
i. Court can decide a dispute’s arbitrability
v. Arbitration clauses
1. Clause in a contract that says any dispute that will arise must be
settled through arbitration
2. Neither party can back out
vi. Who would want arbitration more?
1. Individual
a. Get results quickly
b. Corporations have more resources, can afford to drag case
out
III. Contracts
Assignment #3, 2/9 & 2/11 Lectures,
Ch. 10 – All
Ch.15 pp. 384-385 (Quasi-Contract)
Ch.15 pp. 373-379 (Damages)
Ch. 16 pp. 394-399
a. Contracts require parties’ mutual assent
i. Mutual assent must be manifested
ii. Can be forced into one, but it’s voidable
b. Express v. implied contracts
i. Express contract
1. Both parties agree to same thing in words
a. Written or oral
ii. Implied contract
1. Mutual assent expressed by conduct
c. Quasi-contract
i. Not a contract b/c no mutual assent
1. Act as if there is a contract, but there isn’t actually
ii. Obligation imposed by law on one party to pay other party for services
1. To prevent unjust enrichment
2. Used in emergencies/services performed in emergency situations
iii. Party seeking recovery must prove following:
1. Seeking party conferred benefit on other party
2. Party conferred benefit w/ reasonable expectation of being paid
3. Party was not volunteering to confer benefit
4. Party receiving benefit would be unjustly enriched if allowed to
keep benefit w/o paying for it
iv. Quasi-contractual recovery granted when:
1. One party partially performed under an unenforceable contract
a. Allows party to recover reasonable value of the part
performance
d. Bilateral/Unilateral contracts
i. Bilateral contracts
1. Both parties make commitment
2. Promise for a promise
3. Preferable b/c both parties obligated
ii. Unilateral contracts
1. One party makes offer, other party accepts when they fully
perform the contract
a. Contract not formed until full performance
2. Promise for an act
3. Only one party obligates themselves
4. Terms can be changed any time before full performance
5. Examples: contracts involving prizes
e. Remedies
i. Damages / Remedies at Law
1. Compensatory
 a. For pecuniary (out-of-pocket) loss
b. E.g. I promise to sell you something, you back out, I try to
sell again but can’t get full amount. Entitled to difference
between agreed-upon price and what I sold it for after
c. If no pecuniary loss, no compensatory damages
d. NOTE: non-breaching party must make every effort to
mitigate damages
2. Punitive (to punish)
a. Very unusual
b. Fraud, misrepresentation
c. Not for basic breach of contract
3. Nominal
a. $1, representative
4. Special
a. Party only liable when:
i. They’re made aware of the facts
ii. Agree to take responsibility
5. Liquidated
a. Parties agree in advance what damages will be if contract
breached
i. Liquidated damage clause
b. Court only enforces if it’s reasonable
i. Unreasonable if damage amount is too high/low
c. Examples:
i. Construction contract
ii. Remedies in Equity (p 379-384)
1. Suing for something other than money
2. Laches
a. When you sue for equitable remedy, must pursue
promptly (cannot unreasonably decline)
b. Lose equitable remedy if not pursued promptly
c. NOTE: can still sue for damages
3. Specific Performance
a. Obligate other party to perform the act promised in the
contract
b. Only granted when damages/money is inadequate
c. Contracts for sale of goods rarely qualify
i. Only when subject matter is unique
d. Sale of land
i. Damages inadequate b/c each land is unique
ii. Only when specific performance is unavailable are
damages awarded
e. Contracts for personal services
 i. Rare to grant specific performance for personal-
service contracts
1. Involuntary servitude
ii. If other people can provide same service, court will
issue damages
4. Rescission
a. Plaintiff wants contract terminated (rescinded)
i. Contract was voidable, not void
b. Most common for fraud, mistake, duress, undue influence,
lack of capacity, failure of consideration
c. Parties must be able to be returned to original states
5. Reformation
a. Plaintiff wants court to reform the terms
i. Parties made a mistake
b. When parties have imperfectly expressed their agreement
in writing
i. Rewrite contract to reflect true intentions
c. Used when:
i. Fraud or mutual mistake
ii. Incorrect writing of oral agreement
6. Restitution
a. Restore party to original position
b. Return goods/property in question
i. If consumed, dollar compensation
c. Used for rescission, breach of contract
7. Injunction
a. Prevent defendant from doing something
i. B/c it would cause damage
f. Statutes (UCC 2-104, 2-105) p A-7
i. Merchant: someone who deals w/ goods for a living
ii. Goods: movables
iii. Lot
iv. Commercial unit