2026 | Contract Law & Commercial
Transactions Study Guide Graded A+
Freedom of contract
A perspective where courts do not interfere with the contracting process, do not assess the
wisdom of the deal, and enforce valid contracts unless there is evidence of fraud, mistake,
oppression, or lack of legal purpose.
Restatement (Second) of Contracts
A model law that many courts have adopted to govern contracts involving services or real
estate.
Uniform Commercial Code
A model code for the sale of goods.
Good Faith Dealing
Honesty in fact and the observance of reasonable commercial standards of fair dealing.
Bilateral Contract
Mutual promises made by both parties.
Unilateral Contract
Promise made by one party.
Explicit Contract
Terms explicitly defined (oral or written).
Implied Contract
Terms implied by behavior or social custom.
UCC requirements
Requires written contracts for sale of goods over $500.
Mutual Assent
Offer + Acceptance = Meeting of the Minds.
, Offer
Promise to do something.
Termination of an Offer - By Action
Includes revocation, rejection, counteroffer, and irrevocable offers.
Irrevocable Offers
Includes option contract, partially performed offers, and firm offers by a merchant.
Acceptance
Offeree's expression of agreement to terms, which can be written, oral, or by conduct.
Mailbox Rule
Acceptance is effective upon dispatch if sent via a reasonable means.
Mutual Mistake
Both parties hold an erroneous belief about a basic assumption.
Unilateral Mistake
Only one party is mistaken about a basic assumption.
Agreements That Lack Consideration
Includes preexisting duty, illusory promise, past consideration, and promissory estoppel.
Valid Contract
Has all required elements (mutual assent + consideration).
Void Contract
Lacks one or more required elements or violates the law.
Voidable Contract
One or more parties have the legal right to cancel under certain circumstances.
Unenforceable Contract
All elements are present, but a legal defense prevents enforcement.
Value chain activities
The different business functions that generate value in most businesses.