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  • This Subject Area Index lists all CALI lessons covering Contracts.
  • The Contracts Outline allows you to search for terms of art that correspond to topics you are studying to find suggestions for related CALI Lessons.


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.

Good Faith

This lesson considers probably the most common type of implied term, that of good faith. At common law, courts often supply a term requiring the parties to exercise "good faith" or "good faith and fair dealing". Moreover, for the sale of goods, the UCC provides that every contract is subject to good faith requirements, which cannot be disclaimed by agreement.

Implied Terms

The terms of a contract include express and implied promises, conditions, provisos and presuppositions that bind the parties. Contracts often have "gaps" in them, either intentionally or unintentionally left that way by the parties. This exercise considers how courts supply terms to fill those gaps both at common law and under the UCC.

Impossibility, Frustration, and Impracticability

This lesson takes a look at the doctrine of excuse. In particular, we will look at the doctrines of impossibility, frustration of purpose and impracticability. Each of these doctrines excuses performance of the parties to the agreement. This lesson sets out the basic requisites for when courts excuse contract performance and evaluating those situations that merit excuse. The general attributes of contract formation and breach are covered in other lessons.


At common law, in order for a contract to be binding on the parties, the terms must be sufficiently definite or the contract will fail. This lesson explores the boundaries of the doctrine of indefiniteness.