welcome to the contract law and strategies course here at texas a m university school of law let's talk a little bit about the topic that we will be studying something that we ought to get out of the way right away is what is occupied by the area of contract law we often distinguish between areas of public law and private law this distinction between public and private deals with the concept of legal duties for legal duties that we owe in the public arena such as in criminal law or in tort law we don't have a choice as to whether those areas will be imposed upon us or not and that is why they are called public law contract law however is quite different it is a distinctly private area of the law and that's not to say that it does not deal with matters of public concern but in fact the duties that are created by private contracts are ones where the parties entering into the contract actually have a choice for the most part about whether they want to get into the particular web of duties that accompany a contract as we think through what this course is about i'd like to clear up any misconceptions some of you might have you might imagine that a contract is something like what bilbo baggins signed in the movie the hobbit an unexpected journey perhaps an old musty piece of parchment with lots of fancy scrolling on it or you might even have the idea from the famous marx brothers movie a night at the opera where in the contract negotiation scene groucho reads that the first part of the party of the first part shall be known in this contract as the first part of the party of the first part and so on and so on until uh groucho and chicco finally give up so you may think of a contract as being a piece of paper that is containing lots of legalese in fact a contract does not have to be a piece of paper or a writing at all a contract for our purposes is more of a legal concept while it is true that many contracts ultimately are reduced to paper and those are ones we will deal with in the business world frequently as we will see there are contracts and contractual obligations that are not actually written down let's take a moment to go through a brief map of the course the concepts that we'll cover in learning the law of contracts will begin with formation where the parties actually assent to a contract and this occurs most frequently in a process we will refer to as offer and acceptance we will also spend a fair amount of time including in the first modules dealing with these concepts of offer and acceptance but we will follow that up with the requirement of consideration and that is the idea that something of value must be offered up by both sides that are involved in a contract while this course focuses on the common law as its basis and we'll get to what the common law is in just a moment we will also deal with other areas of contract law and other authorities for the creation of contract law such as the uniform commercial code article 2 and the united nations convention on contracts for the international sale of goods known as the cisg for short after we have gone through these materials on the creation of contracts we will deal with defenses to formation in fact some parties can resist the creation of a contract in certain situations following defenses we reach terms and interpretation often the most important part of any dispute over what the parties undeniably agree is a contract namely this deals with what terms are actually a part of the contract and what do they mean then we will consider how the parties perform the contract and the opposite of performing a contract you won't be surprised to find out is the concept of breach of contract there is a breach of a contract when a party has not lived up to its legal obligations and the most important question frequently from a client perspective is what available remedies are there for the breach to place contract law within the greater scheme of everything else that happens in the united states legal system we need to consider that there are other areas in fact many other areas of the law that intersect with contract law such as consumer protection law tort law family law criminal law property law securities law and more all of these areas may involve contracts from time to time for example think of the area of criminal law anytime a plea bargain agreement happens there is an aspect of contract law that's involved there now you don't need to know all these areas off the top of your head but let's suppose that the green circle in the lower right hand set of uh overlapping circles is contract law and these other areas are represented by the other circles in other types of law you'll notice that contract law overlaps with these other areas so we need to keep that in mind but for the creation of private rights and responsibilities perhaps no law in the common law is more important than that of contracts and that is why it is one of the courses we typically deal with early on in a program of legal education now i have several times mentioned the common law and so we need to know what that is the common law is judge made law and principles that have largely come down to us here in the united states going all the way back to the law of england perhaps as far back as 1066 in the invasion of william the conqueror what happened is that there were centuries and centuries where judges essentially solved problems as they arose and developed principles of law that were reported in things we know as cases so when we're dealing with cases you may think of it as judge made law and we often refer to that as the common law particularly we will address the common law as it is practiced in the united states which has occasionally deviated from what goes on in great britain or in other common law jurisdictions such as canada or australia still the fundamentals of the system in the united states are often the same the law as it exists in the united states has not really been put down into a code but it is recorded and compiled in a document known as the restatement second of the law of contracts the restatement which we will frequently quote from in this course is not all by itself binding law but rather it is an attempt by scholars to piece together the various parts of the common law and put those parts into a single written form so we will often use it as a means to look at the various legal rules that apply to the law of contracts for the most part because these rules can differ from state to state now once we get outside of the common law i've already mentioned that there's something called the uniform commercial code which is a state statute adopted by nearly all states in the united states and it governs things such as the sale of goods which is one particular category of contracts where we'll need to refer to the ucc from time to time finally we should realize that contract law doesn't occur only in the united states there is a treaty known as the united nations convention for on contracts for the international sale of goods or the cisg it can govern parties responsibilities and rights with regard to contracts where the sale is taking place between business entities and over international borders more on that at least a little bit later in the course that concludes this initial lesson which i hope will set the stage for the material still to come