General Resources:  Readings from Textbooks

Reading:  Contract Law, Chapter 8 from Government Regulation and the Legal Environment of Business textbook by Mayer.

Reading:  Contract Law, Chapter 6 from the Legal and Ethical Environment of Business textbook by Lau and Johnson.

Other General Resources

Video:  Small Business Contracts Basics:  Why You Need Contracts in your Biz (22:35).  Aiden Durham of All Up in Yo’ Business, discuss the importance of contracts to small businesses and they types of contracts they’ll need.

Video:  Introduction to Contract Law and Contract Theory (13:22).  This video by Prof Ida Jones introduces the elements of valid and enforceable contracts and how contracts are classified.  She also devotes a number of slides to “review” problems with answers provided for readers who want to practice what they’ve learned.

Reading:  Contracts   Explains contract terminology, classification and elements of contracts, consent, discharge, performance, remedies and other legal concepts.  Read those sections that are relevant to your course.

Website: Article 2 of the Uniform Commercial Code   The UCC supersedes the common law when the contract relates to the sale of goods, which the UCC defines as tangible, moveable property such as retail goods, furniture, cars, and computers, but not real property (land and buildings) or intangible property (stocks, bonds and intellectual property like copyrights and trademarks).

Reading: Contract law: fundamental concepts and principles explained (Jan 2025).  This blog post, by the DocJuris software company, explores the essentials of contract law, including key components and principles that make agreements legally binding.

Why are Contracts Important to Business?

Reading:  What is the Importance of Contracts to a Business?    This brief article by Osmond Vitez for Chron.com explains why business should use contracts, e.g., to fix the cost of resources and limit the company’s obligations.

Reading: The Importance of a Written Contract in Business Transactions   This post by a law firm  explains the benefits of a written (over oral) contract by looking at a contract dispute between the founders of Snapchat.

Reading:  The Importance of Using Written Contracts in Business.  This post by the Hanover Insurance Group identifies the elements of a well-drafted written contract and explains how written contracts can help firms minimize and allocate risk.

Video:  What is a Contract? (2:53) This video produced by USLawEssentials explains that contracts are legally enforceable promises.  It also briefly introduces you to the elements of a contract.  If you find these videos helpful, check out more than 30 other USLawEssentials videos on contracts  on YouTube.

Video:  The Essential Guide to Legally Binding Contracts (2:04).  

Video: UCC vs Common Law Contracts Key Differences Explained (3:13).  In this short video by UpCounsel in February 2025, you’ll learn about key differences between UCC and common law contracts, including flexibility, statutes of limitations, and protections for buyers and sellers.

Classifications of Contracts

Video:  What are Express and Implied Contracts (3:11).  This USLawEssentials explains the difference between express and implied contracts and introduces the concept of quasi-contract.

Video:  What Is The Difference Between An Express And Implied Contract?  (2:49)  This video, posted in 2025 by Consumer Law for You, also clarifies the distinction between express and implied contracts.

Video:   What Is The Difference Between An Executed And Executory Contract? (3:05)  This video explains the distinction between executed contracts (already performed) and executory contracts, where the parties have yet to perform part or all of their agreement.

Video:  What Does Enforceable Mean In Contract Law?   (1:58) The courts will only enforce valid contracts.  This video explains what a contract needs to be considered valid and enforceable in court.

Video:   Contract Law:  Void, Voidable, and Unenforceable Contracts With Examples (3:04)    This video explains the difference between a void and voidable contract, and reinforces the video above in explaining unenforceable contracts.

Elements of a Valid Common Law Contract

Reading:  Elements of a Business Contract    by Jeremy Bradley for the Houston Chronicle

Video: Requirements for a Valid Contract (2:03).  This video discusses offer and acceptance (the agreement), consideration, competent parties (capacity) and lawful purpose.

Video:  Contract Offer and Acceptance (5:52).  Don’t be intimidated by this short video by Charles Fried (former solicitor general of the US) and produced for Harvard Online as it provides an excellent overview of offer and acceptance, with interesting examples illustrated with drawings and graphics.

Video:  What Is The Mirror Image Rule In Contract Law? (1:58)  Learn why an acceptance must precisely match the terms of an offer, and how any deviation can result in a counteroffer rather than acceptance, potentially leading to disputes.

Video:  Contract Law:  Offer and Acceptance (26:06).  In this longer video, Prof. Ida Jones teaches the rules related to offer and acceptance for both common law and UCC contracts.  Like her other teaching videos, she includes “review questions” with answers to test your understanding of what you just learned.

Reading:  Consideration   This reading explains consideration, the essential elements of valid consideration, and the consequences of failure of consideration.

Video:  What is Consideration? (2:46)   This short video by Law Essentials explains that both parties must exchange consideration, i.e., something of value for a contract to be enforceable.

Video:  Contract Law:  Consideration (25:12).  In this final video on contract law by Prof. Ida Jones, she provides an in-depth look at consideration — what it is, what satisfies the consideration requirement, and what is not sufficient to provide consideration to create an enforceable contract.

Reading:  Understanding the Different Capacities of a Contract   This short reading looks at the capacity of minors, those with mental issues, and intoxicated individuals.

Video:  What is Capacity in Contract Law?  (2:50).  This video explores the criteria that define capacity, the implications of limited capacity, and the legal statuses that can affect one’s ability to contract.

Video:    Legal Capacity in Contract Law • Can Minors Enter Into Contracts? (4:36)   This video explains that minors lack capacity to enter into most contracts, giving them the power of disaffirmance.  It alswo talks about ratification and what happens if the subject matter of a voidable contract with a minor is damaged or destroyed.

Video:  What is Lawful Purpose in a Contract?  (2:01)  Another short video by County Office Law that explains why contracts must align with public policy and legal standards, and why agreements to commit unlawful activities are unenforceable.

Reading:  Statute of Frauds: Purpose, Contracts It Covers, and Exceptions.  In this 2025 post for Investopedia, you’ll learn the history and rationale for the statute of frauds, what the statute of frauds is, and what contracts are subject to it.

Video:  What is the Statute of Frauds in Contract Law?   (2:45)   Learn the limitations of verbal contracts and when agreements must be in writing to be enforceable by the courts.

Consent Defenses, Contracts of Adhesion, and Unconscionable Contracts

Video:  The 4 Key Elements of Misrepresentation in Contract Law (3:21).  This video explains the key elements of fraud and the types of misrepresentation:  innocent, negligent, and intentional (fraud) misrepresentation.

Video:  What Is Negligent Misrepresentation In Contract Law? (2:05)  Produced by County Office  Law, this short video explains negligent misrepresentation and how it is differs from fraud.

Video:  Fraudulent Misrepresentation in Contracts Key Facts and Legal Implications  (3:19).  This video recently created and posted by UpCounsel explains fraud through short, realistic scenarios and examples.

Reading:  Understanding Misrepresentation: Types, Impacts, and Legal Remedies.  This 2025 article posted on the Investopedia website distinguishes between innocent misrepresentation, negligent misrepresentation, and fraud, and provides examples of each.

Video:  What Is Undue Influence In Contract Law?  (2:32)  Also produced by County Office Law, this short video explores undue influence as a consent defense intended to “provide a safeguard against exploitation” and to help prevent “ensure fairness and integrity in legal agreements.”

Video:  What is Undue Influence?  (3:49).  This video (by Aging Investor) depicts classic examples of undue influence on the elderly.

Video:  What is Duress in Contract Law?  (2:44)  This short video explains that duress can be physical or economic, but is distinguishable from negotiation pressures.

Video:  What Is Mistake In Contract Law And How Does It Affect Enforceability? (4:10)  This video by Consumer Laws for You explains the difference between unilateral and mutual mistake and how they may render a contract voidable, allowing the mistaken party to cancel the law.  It concludes by discussing the role of consumer protection laws in preventing the enforcement of certain types of  unfair contracts.

Video: Unilateral and Mutual Mistake (5:03)   Another brief video by Harvard Online that explains the difference between unilateral mistake, with problems and scenarios to help you understand the distinction.

Video:  What is an Adhesion Contract?  (3:09)  This video by Business Guide 360 looks at contracts of adhesion from a business perspective.  It provides common scenarios in insurance policies and leases where businesses benefit from contracts of adhesion in that they streamline operations.  The video also discusses the implications of such contracts in terms of bargaining power and fairness.

Video:  Contract Law: When Is A Bargain Unconscionable? (3:36).  This video by the Start Up Growth Hub breaks down the concept of unconscionability in contract law and explains how it can affect startups and businesses. You’ll learn about the key signs that a contract might be considered unfair, including issues related to how the agreement was made (procedural unconscionability) and the fairness of its terms (substantive unconscionability).

Conditions of Performance

Reading:  Condition precedent defined by the Cornell Legal Information Institute (LII).

Video:  Contracts:  What is a Condition Precedent? (1:48).  This brief video by US Law Essentials explains what a condition precedent is and how it operates, using an entertaining example.

Reading:  Condition subsequent defined by the Cornell Legal Information Institute, which also provides a very clear example to illustrate how a condition subsequent operates.

Video:  Contracts:  What is a Condition Subsequent?  (2:16).  A short and clear explanation of conditions subsequent posted by US Law Essentials.

Video:  Conditions of Contract: Concurrent Conditions, Conditions Precedent, Conditions Subsequent (2:56).  This video, produced by Business Law Institute, explains not only conditions precedent and conditions subsequent, but also concurrent conditions.

Discharge by Performance:  Material Breach v Substantial Performanc

Reading:  How to Enforce a Business Contract by Louis Kroeck for the Houston Chronicle.  This article distinguishes between minor breach (contract has been substantially performed) and material breach.

Video:  What Is Substantial Performance In Contract Law? (1:59)  This short video by County Office Law explains how the doctrine of substantial performance allows for the possibility of recovery even when full performance is not achieved, emphasizing fairness and good faith efforts in fulfilling contractual obligations.

Video:  What is Material Breach in Contract Law? (1:53).  This video by County Office Law explores the reverse of substantial performance, which we call material breach, and the implications when there is a material breach of contractual obligations.

Video:  Material Breach of Contract:  What It Means and Why It Matters (2:26).  This video by UpCounsel explains material breach of contract (including examples), how courts determine materiality, and legal remedies like termination or damages.

Video:  Performance and Breach of Contract: Material Breach, Immaterial Breach, Anticipatory Breach (4:26).  In addition to contrasting substantial performance and material breach, this video by Business Law Institute, also explores  anticipatory breach — what it is and what it means to the non-breaching party.

Discharge by Operation of Law

Video:  Changed Circumstances in Contract Law: Impossibility, Impracticability, and Frustration of Purpose (5:33)  This video by Business Law Institute explains that while non-performance by one of the parties to a contract usually amounts to a breach of the contract, the courts recognize that it is possible that non-performance may not be the fault of a party but rather based on a change in circumstances, due to impossibility, impracticability, or frustration of purpose.

Remedies of Common Law Contracts

Reading:  6 Common Remedies for Breach of Contract in Business   (2025).  In a very readable post, MillerLaw explains compensatory damgages (including expectancy and consequential damages, as well as buyer’s remedies), specific performance, injunctions in contract disputes, rescission for material breach, liquidated damages, and nominal damages.

Reading:  7 Remedies for Breach of Contract (2024).  The law firm of Feldman and Feldman focuses on Texas law, discussing the 6 remedies in the prior article, but adds punitive damages, while acknowledging that they are rarely granted.

Reading:  What Is the Most Common Legal Remedy for a Breach of Contract?   Findlaw explains basic contractual remedies.

Video:  What Are the Remedies for Breach of Contract in Commercial Law? (4:09).  This video by County  Law discusses the different types of damages, including compensatory and liquidated damages, and how they can help restore a non-breaching party’s position after a breach. Additionally, it explains specific performance, injunctions, rescission, and reformation, detailing how each remedy applies to different situations.

Non-Compete and Non-Solicitation Agreements

Reading:  Non-Compete Agreements: Purpose, Requirements, and Recent Changes.  This August 2025 explanation of non-compete agreements was posted by Investopedia.  It discusses what they are and how they function, identifies the components of such an agreement, rationale for using them, and the pros and cons of using non-competes, before noting that state law governs non-competes, so their enforceability depends on the law of that jurisdiction.

Readings:  The Non-Compete Agreement Landscape in 2025.  (February 2025 post by Frost, Brown & Todd Attorneys) and the firm’s 2025 Mid-Year Update on Non-Compete Agreements (July 2025) try to keep up with the changing legal status of non-competes.  The February article notes the increased scrutiny of non-compete agreements, legislative activity at the state level and includes a US map that shows which states ban these agreements, have banned some (but with exceptions), have no restrictions, and the states that have salary or income restrictions that limit when non-competes will be enforced.  It also offers advice for “prudent employers” who want to use and enforce covenants not to compete in employment contracts.

Reading:  Non-Competition Agreement defined.  This explanation is provided by Cornell’s Legal Information Institute.

Reading:  An Overview of Non-Compete Agreements  by Findlaw

Reading:  FTC Abandons Nationwide Ban on Noncompetes, but Signals Ongoing Scrutiny (September 2025) provides a recent update by the law firm MaynardNexson on what the FTC seems to be doing to prohibit/allow non-compete agreements.

Reading:  5 things you need to know about non-compete agreements (2022).  This short article provides an overview of what non-compete agreements are and when they may be enforceable.  Just disregard the section on former President Biden’s executive order on promoting competition.

Video:  Is Your Non-Compete Agreement Legal? Here’s What Makes It Enforceable or Not (1:19).  An employment law attorney looks at non-competes from the employee’s perspective and explains that what an employee agreed to may not actually be enforceable.

Video:  Restrictive Covenants in Employment Contracts Explained (2:59).  In this older video, a corporate attorney looks at the enforceability of non-compete agreements from the business perspective and how to create restrictive covenants that protect the employer if a senior employee leaves the firm.

Reading:  How Non-Competes Stifle Worker Power and Disproportionately Impede Women and Workers of Color.  This article posted by the National Employment Law Project in 2022, argues that non-competes in employment contracts should be banned, a trend that has been embraced by some states and was proposed by the FTC during the Biden presidency, but has since been abandoned by the Trump administration.

Reading/Video:  What You Should Know About Non-Competes
(from the July 14, 2016 Newshour on PBS)  The segment begins with the claim that nearly 40% of all US workers have signed a non-compete agreement!

Reading:  Understanding Non-Solicitation Agreement