Learning Outcomes

In an increasingly international legal environment, one is likely to come into contact with American contract law. This course, taught entirely in English, gives students the tools and knowledge to understand and work with the concepts applicable to US contracts and sales. In this class, they will get theoretical and practical understanding of these areas of the law, and be able to analyse and understand seven main issues:

• Applicable law, understanding when the common law of contract applies and when the Uniform Commercial Code for Sales applies;
• Contract formation and elements thereof;
• Contract defences;
• Contract terms, and how they can vary and be interpreted;
• Performance and breach, and their consequences;
• Remedies for unexcused breach, and third-party rights.

In this class, comparative references will be made to the Portuguese contractual legal framework, to illustrate the differences between the civil law and common law approaches to contract

Syllabus

Part I - Applicable Law

1. Common Law;
2. Uniform Commercial code on sale of goods.

Part II - Contract Formation

1. Offer;
2. Acceptance;
3. Consideration.

Part III - Contract Defences

1. Statute of Frauds;
2. Incapacity;
3. Misrepresentation;
4. Mistake;
5. Duress;
6. Undue Influence;
7. Unconscionability;
8. Illegality.

Parte IV - Contract Terms

1. Parole Evidence;
2. Conduct and Behaviour;
3. UCC default terms;
4. Contract Modification.

Parte V - Performance of Contracts

1. Promises and Conditions;
2. Excuse of Conditions;
3. Perfect Tender;
4. Rejection of Goods;
5. Revocation of Acceptance.

Part VI - Remedies in case of Breach

1. Specific Performance;
2. Restitution;
3. Types of Damages.

Part VII - Third Party Rights

1. Third Party Beneficiaries;
2. Assignment of Rights;
3. Delegation of Duties.