Corbin on California Contracts

Corbin on California Contracts is a unique and indispensable resource for California attorneys. This latest addition to the Corbin family presents a comprehensive explanation of the law of contracts in California, supported by ample citations to, and discussions about, pertinent judicial authorities applying California law, as well as pertinent statutory law.
Publisher: Matthew Bender

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Print Book:2 volumes, hardbound
ISBN: 9781522196716
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Corbin on California Contracts presents a comprehensive explanation of the law of contracts in California, supported by ample citations to, and discussions about, pertinent judicial authorities applying California law, as well as pertinent statutory law.

California is “the most important of the states with a civil code”—it differs from most other states in that resolving a contract law dispute must start by consulting California’s statutory law.

The treatise also highlights other ways that California law differs from the law of other states. This two-volume set provides effective, efficient, accurate, and current analysis of all the tenets of the law of California contracts. It is written so that the user can easily reference the multi-volume Corbin on Contracts treatise, the authoritative legal treatise relied on by courts in resolving contract disputes.

Corbin on California Contracts examines, along with a wide array of important topics, these key aspects of California law:

● California does not adhere to a strict “plain meaning rule” when interpreting contracts; extrinsic evidence is admitted to determine whether the contract is ambiguous.

● California is among a handful of states that have outlawed restrictive employment covenants; in addition, it strictly construes restrictive covenants in the sale of business and partnership interests.

● Courts interpreting California law part with the majority Seventh Circuit rule and hold that arbitration provisions provided to consumers in “pay-now, terms-later” contracts should be enforced only if the transaction puts the purchaser on inquiry notice of the contract terms.

● California parts with the majority rule in not recognizing the “knockout” view for the “battle of the forms” under U.C.C. § 2-207; instead, it treats “different” terms the same as “additional” terms.

● California, contrary to many states, holds that the exercise of options is governed by the mailbox rule.

● California is in the minority in holding that the law selected in a choice of law provision—not the law of the forum—should be applied to determine the scope of the choice of law clause.

● California, unlike some states, recognizes the more expansive concept of impracticability, not merely strict impossibility.

● Courts applying California law have played a leading role in establishing the modern law governing the enforcement of internet contracts that hyperlink to terms of use.

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Table of contents

Volume 1
Chapter 1 Preliminary Definitions
Chapter 2 Offers: Creation and Duration of Powers of Acceptance
Chapter 3 Acceptance and Rejection of Offer
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, 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 and Land
Chapter 34 Constructive Conditions in Service Contracts
Chapter 35 Conditions 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

Volume 2
Chapter 41 Preliminary Analysis—Issues and Terminology
Chapter 42 Third-Party Beneficiary History
Chapter 43 California Third-Party Beneficiary Law
Chapter 44 Intent to Benefit—Restatements—Interpretation
Chapter 45 Beneficiaries of Specific Types of Contracts
Chapter 46 Remedies, Powers, and Defenses of Beneficiary, Promisee, 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 Effects 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, and Value
Chapter 56 Foreseeability—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