Corbin on Illinois Contracts
Corbin on Illinois Contracts is a unique and comprehensive explanation of the law of contracts in Illinois, supported by ample citations to, and discussions about, pertinent judicial authorities applying Illinois law, as well as pertinent statutory law. Importantly, this treatise underscores how Illinois law parts company with other trends. The book is written so that the user can easily reference the multi-volume Corbin on Contracts treatise that is the authoritative legal treatise relied on by courts in resolving contract disputes.
Although Illinois courts adhere to the modern trend in many respects, in significant ways, it has followed its own path:
• Illinois is the extreme minority in refusing to recognize contractual “palimony” rights of cohabiting couples regarding property and support.
• Illinois law bucks the modern trend by requiring courts to decide integration (as opposed to interpretation) of contracts based on the four corners of the document so long as the words are clear (thus conflating interpretation of contracts and integration).
• Illinois is one of the only states that has not adopted the approved version of Uniform Electronic Transactions Act—it has enacted the Electronic Commerce Security Act.
• Illinois’ virtually dogmatic stance that precludes lost profit damages in most cases where a new business is the aggrieved party is out of step with modern contract law.
• In a sale of goods scenario, Illinois parts company with the literal words of the UCC by affording the seller the right to cure before there can be an effective revocation of acceptance.
• “Time is of the essence” clauses are not conclusive in Illinois.
• Many Illinois courts will not enforce a liquidated damages provision if the contract has a liquidated damages provision but permits a party to seek actual damages as an alternative.
• Illinois parts company with the modern trend by not allowing trade usage in the case of clear contract language.
• Illinois follows the approach requiring “sufficient consideration” for enforcing non-compete agreements and then requiring reasonableness in any restriction sought to be enforced.
• Illinois follows the minority position that contracts for lifetime employment are within the statute of frauds.
• Illinois caselaw is confusing as to whether the test for anticipatory repudiation includes the modern “second look” approach that other states allow.
• Recitals are considered explanations of the circumstances surrounding the execution of a contract and are not considered part of a contract unless referenced in the operative body of the contract.
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Table of Contents
Chapter 1, Preliminary Definitions
Chapter 2, Offers; Creation and Duration of Power of Acceptance
Chapter 3, Acceptance and Rejection of Offers
Chapter 4, Indefiniteness and Mistake in Expression
Chapter 5, Consideration
Chapter 6, Consideration-Mutuality of Obligation-Requirement and Output Contracts-Effect of Option
Chapter 7, Consideration-Effect Of Pre-Existing Duty
Chapter 8, Reliance on a Promise as a Ground for Enforcement: The Doctrine of Promissory Estoppel
Chapter 9, Past Consideration and Moral Obligation
Chapter 10, Contracts Under Seal, Recognizances, Negotiable Instruments and Documents, and Letters of Credit
Chapter 11, Option Contracts and Rights of First Refusal
Chapter 12, History and Legal Operation of the Statute of Frauds
Chapter 13, Statute of Frauds-Oral Variation or Rescission-Contracts Partly Within
Chapter 14, Manner of Raising Defenses-Restitution And Reformation
Chapter 15, Statute of Frauds-Debts of Another-Suretyship and Guaranty
Chapter 16, Debts of Another-Leading Object Rule-Indemnity Contracts
Chapter 17, Statute of Frauds-Interests In Land
Chapter 18, Interests in Land-Effect of Part Performance of Oral Contract
Chapter 19, Statute of Frauds-Contracts Not Performable Within One Year
Chapter 20, Statute of Frauds-Contracts in Consideration of Marriage
Chapter 21, Statute of Frauds-Contracts for the Sale of Goods
Chapter 22, Substance of the Memorandum -Nature and Contents
Chapter 23, Formal Requirements-Writing-Record-Signature-Oral Evidence
Chapter 24, Interpretation of Contracts
Chapter 25, The Parol Evidence Rule
Chapter 26, Implied Terms, Default Rules, and the Concept of Good Faith
Chapter 27, Capacity of Parties
Chapter 28, Avoidance or Reformation for Misconduct or Mistake
Chapter 29, Unconscionability and the Duty to Read
Chapter 30, Definitions and Terminology—Conditions Classified
Chapter 31, Express Conditions-and Promises
Chapter 32, Constructive Conditions
Chapter 33, Constructive Conditions In Contracts for the Sale of Goods
Chapter 34, Constructive Conditions In Service Contracts, Charter Parties, and Leases
Chapter 35, Condition In Installment Contracts
Chapter 36, Character and Effect of Substantial Performance
Chapter 37, Condition of Performance on Time -Condition of Notice
Chapter 38, Aleatory Contracts
Chapter 39, Condition Subsequent-Analysis-Pleading and Burden of Proof
Chapter 40, Elimination of Conditions by Waiver or Prevention
Chapter 41, Preliminary Analysis-Issues and Terminology
Chapter 42, Third Party Beneficiary History
Chapter 43, Third Party Beneficiary Statutes
Chapter 44, Intent to Benefit-Restatements-Interpretation
Chapter 45, Beneficiaries of Specific Types of Contracts
Chapter 46, Remedies, Powers and Defenses-Beneficiary, Promisee, and Promisor
Chapter 47, Assignments—Preliminary Analysis—History—Terminology
Chapter 48, Gift Assignments
Chapter 49, Assignability and Delegability-Freedom and Limitations
Chapter 50, Conditional and Future Rights-After-Acquired Property
Chapter 51, Legal Effect s of Assignment-Defenses and Priorities
Chapter 52, Joint and Several Contracts
Chapter 53, Varieties of Breaches of Contracts-Total and Partial Breaches
Chapter 54, Breach of Contract by Anticipatory Repudiation
Chapter 55, Purpose and Extent of Damages-Causation, Compensation, Value
Chapter 56, Forseeability-Anticipated Profits-Degrees of Uncertainty
Chapter 57, Alternative Measures-Expenditures-Avoidable Consequences-Interest-Anticipatory Repudiation
Chapter 58, Liquidated Damages and Penalties
Chapter 59, Damages for Mental Suffering-Punitive Damages-Lending Money-Alternative Contracts- Contracts for the Benefit of a Third Person
Chapter 60, damages: Building and Employment Contracts; Sale of Land and Sale of Goods; Contracts Under the U.C.C.
Chapter 61, General Requirements for Obtaining Restitution
Chapter 62, Restitution in Favor of a Plaintiff in Default
Chapter 63, Adequacy of Remedies Other Than Specific Performance
Chapter 64, Reasons for Denying Specific Enforcement
Chapter 65, Mutuality of Remedy-Negative Contracts-Liquidated Damages
Chapter 66, Election of Remedies
Chapter 67, Discharge of Contract: Performance, Tender, Rescission, Release, Gift, Surrender, Cancellation, Contract Not To Sue
Chapter 68 Discharge by Nonperformance of Condition-Breach-Failure of Consideration-Prevention-Power Reserved-Condition Subsequent
Chapter 69, Legal Operation of an Executory Accord
Chapter 70, Accord and Satisfaction
Chapter 71, Substituted Contract and Novation
Chapter 72, Account Stated
Chapter 73, Specialties-Alteration-Judgment-Award-Claim Preclusion
Chapter 74, Impossibility of Performance-Personal Inability
Chapter 75, Death or Destruction of Specific Things-Prorating Supply
Chapter 76, Legal Prohibition-Government Prohibition and Exigencies of War
Chapter 77, Discharge By Frustration of Purpose
Chapter 78, Impossibility of Performance of a Condition; Remedy of Restitution
Chapter 79, Contracts Contrary To Public Policy
Chapter 80, Contracts In Restraint Of Competition
Chapter 81, Contracts Involving Familial Relationships
Chapter 82, Sunday Contracts
Chapter 83, Bargains Harmful to the Administration of Justice
Chapter 84, Bargains Harmful to Public or Performance of Fiduciary Duty
Chapter 85, Bargains To Defraud Or Otherwise Injure Third Persons
Chapter 86, Wagering Bargains
Chapter 87, Usury Bargains
Chapter 88, Miscellaneous Bargains Contrary to Public Policy
Chapter 89, Effects of Being Contrary to Public Policy-Availability of Restitution