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  • This Subject Area Index lists all CALI lessons covering Contracts.
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Drafting Contracts Using 'Shall', 'May' and 'Must'

A large percentage of litigation arising out of contracts results from poor drafting. In order to eliminate this litigation, it is imperative that students and legal professionals master good drafting skills. One of the most important aspects of drafting a contract is the operative language--language that affects legal relationships. This lesson is designed to introduce law students to operative language commonly used in drafting contracts, in particular, language of obligation (shall), language of authorization (may) and language of condition precedent (must). The lesson begins with a segment explaining each of the three categories of operative language followed by exercises which permit the student to apply his or her understanding of proper usage of that category. The lesson concludes with a segment of general exercises that test whether students have mastered the distinctions among the different categories of operative language.

Duration of Offers

This lesson deals with the duration of offers. The existence of an offer is often an essential element of the bargaining process. Sometimes the offeree's power of acceptance will end so that the offer is no longer valid. This lesson will look at termination of the power of acceptance by termination of the offeror, revocation and counteroffer, rejection, death and lapse.

Equitable Remedies - An Overview

This exercise gives a basic overview of the types of equitable remedies. You need not have read any particular materials or taken any particular law school courses in order to complete the tutorial. It can be used to provide background in your courses where equity is especially relevant or to review the types of equitable remedies for use in a remedies course. The lesson will not examine doctrines of substantive equity (other than to note their existence) nor will the lesson explore the prerequisites for obtaining, defending against, or enforcing equitable remedies. Rather, the lesson is designed to introduce you to the basic vocabulary of equitable remedies.

Expectation Damages

When the court awards money damages for breach of contract, it generally measures the damages by what is called the expectation measure or the expectancy. This lesson explains how those damages are calculated. It can be run either as an introduction to expectancy damages or as a review after you have completed your study.

Exploring Article 2

The goal of this lesson is to take the user systematically through UCC Article 2. The lesson accomplishes this goal by having the user study a contract for the sale of goods. The concepts of Article 2 are thereby seen in the practical setting in which they are applied. Conversely, study of the contract reveals the source of each of the included provisions in the law. The user becomes familiar with the default rules and how those rules might be changed on behalf of a client. The user finishes with knowledge of the Code and how the Code may be applied in practice when drafting a contract.


The damages a plaintiff can recover for breach of contract are limited to those that are reasonably foreseeable at the time of contracting. This lesson explores the concept of foreseeability from its origin in the Hadley rule to more contemporary applications.

Formation of Contracts under UCC Article 2

This lesson deals with the formation of contracts under Article 2 of the Uniform Commercial Code (excluding 2-207 issues). Under UCC 2-204, a contract can be formed in any manner sufficient to show agreement, even if the parties leave open terms. This lesson will explore the effect of the difference in formation between common law and Article 2. You can work this lesson as an introduction to the formation of contracts under the UCC or as a review. The material in this lesson may be a more in-depth study of Article 2 than some first year contracts courses require.