Law School for Everyone: Contracts
David Horton is a Professor of Law at the University of California, Davis, School of Law. He earned his BA cum laude from Carleton College and his J.D. from the University of California, Los Angeles, School of Law, where he was elected to the Order of the Coif and served as Chief Articles Editor of the UCLA Law Review. After graduating, Professor Horton clerked for the Honorable Ronald M. Whyte of the United States District Court for the Northern District of California.
Professor Horton is the coauthor of three casebooks: Beasties v. Monster: A Primer of Law School and American Legal System; the eighth edition of Cases, Problems, and Materials on Contracts (with Douglas Whaley); and Wills, Trusts, and Estates: The Essentials (with Reid Weisbord and Stephen Urice). He has also published more than 30 law review articles in publications such as The Yale Law Journal, Stanford Law Review, New York University Law Review, University of Pennsylvania Law Review, California Law Review, Duke Law Journal, Northwestern University Law Review, and The Georgetown Law Journal.
Professor Horton’s academic writing has won The Association of American Law Schools’ Scholarly Papers Competition and the Mangano Dispute Resolution Advancement Award. In 2017, he was selected as a UC Davis Chancellor’s Fellow.
Professor Horton teaches Contracts; Introduction to Law; and Trusts, Wills, and Estates. Additionally, he teaches a seminar on the Federal Arbitration Act. In 2015, he won the UC Davis School of Law’s Distinguished Teaching Award.
01: Contract Formation in the Internet Age
In today’s age of electronic contracts like browsewraps and clickwraps, contract law can entangle you without ever knowing it. Use internet-era contracts as a jumping-off point for exploring the objective theory of contracts and the critical role that the manifestation of assent plays in the formation of a binding contract.
02: Understanding Offer and Acceptance
How can you tell when parties have forged a contract? In this lecture, use two famous court cases to examine why agreements often are the product of a process known as offer and acceptance. Also, learn about the two bodies of law that make up contracts: the common law and the Uniform Commercial Code.
03: The Mysterious Consideration Doctrine
Use the classic case of Hamer v. Sidway as an introduction to one of contract law’s great mysteries: the doctrine known as consideration. First, define this elusive rule. Then, discuss its history and the lively debate over its policy purposes. Finally, take a brief look at the consideration doctrine’s contemporary relevance.
04: Contract Offers You Can’t Revoke
Refine your understanding of contract formation by examining some situations that buck this niche’s general rules. Here, you’ll explore the slippery distinction between bilateral contracts and unilateral contracts. You’ll also study the special nature of (and limits on) firm offers.
05: Liability without a Binding Contract
Promissory estoppel and restitution are two contract-like doctrines developed by the courts that sometimes allow a plaintiff to collect—even when elements of a contract are missing. In this lecture, unpack these liability theories and some of the reasons their issues remain unsettled to this day.
06: Defenses to Contract: Fraud and Duress
Just because a party agreed to something doesn’t necessarily mean a court should treat that agreement as legitimate. Join Professor Horton for a closer look at several defenses to enforcement recognized by contract law, including duress (such as physical compulsion and improper threats) and fraud (including misrepresentation and “fraud in the execution”).
07: Mistake and Other Contract Defenses
Some contractual agreements can be marred by mistakes: beliefs not in accord with the facts. Discover how the law struggles mightily with situations in which one or both parties are wrong about some basic assumption that animates their exchange. Also, learn about other rules that can make deals voidable, including mental incapacity and infancy.
08: Third Parties in Contract Law
Contracts can affect dozens—even thousands—of third parties to whom you or your client will be obligated. Using court cases from 1859 and 1918, trace the history of third-party beneficiaries and examine the related issue of assignment and delegation: when a party to a contract can transfer their rights or duties to someone else.
09: When a Contract Needs to Be in Writing
The relationship between contract and writing is much more complex than you might think. First, look at the statute of frauds: a 1677 rule nullifying certain kinds of agreements if they’re not in writing. Then, examine the powerful doctrine of the parol evidence rule, which privileges the contractual text over what the parties might have intended.
10: Contract Interpretation and Implied Terms
What should courts do when parties disagree about what their agreement means? What can we learn about this from the great case Raffles v. Wichelhaus? What is so controversial about how judges read and interpret insurance policies? How do implied terms prohibit parties from abusing their power under a contract?
11: Building Contracts and Breaching Them
Survey the basic building blocks of contracts and the rules for assessing when a contract is breached. These include express conditions (such as force majeure), which say that parties don’t have to perform if certain events occur or don’t occur, and anticipatory repudiation, or performing terribly and not correcting the problem.
12: Remedies for Breach of Contract
The default remedy for a breach of contract is money damages—but sometimes calculating expectation damages can be complicated. And sometimes, plaintiffs fall back on alternative paths to recovery, known as reliance damages (which reimburse plaintiffs for expenses the defendant’s breach renders worthless). Explore these and other remedies in this final lecture.