1. Sample Contracts - The Center for Research on Contracts and the Structure of Enterprise Contracts Archive
This Contract law Web lecture begins with three Web sites that feature an oft forgotten portion of the first year Contracts course. Concealed between discussion of such fundamentals as peppercorns, the Statute of Frauds, and nonperformance, are the contracts themselves. These Web sites enable you to read a large number of modern contracts and, as your understanding of contract law doctrine develops, they offer you the opportunity to consider the meaning and reason behind the inclusion of specific contractual provisions.
The Contracting and Organizations Research Initiative at the University of Missouri has compiled an archive of contracts. Unfortunately, the search mechanism is by term and it is difficult to know what contracts are available. Other contracts in the areas of Physician/HMO Provider Agreements, Sports Stadia Leases, Container Shipping Agreements, and Entertainment Contracts, are available in hard copy but not on line.
2. Sample Contracts - Business Contract Archive
The San Diego law firm of Procopio, Cory, Hargreaves & Savitch has created a helpful sample contracts archive focusing on commonly used business agreements. The archive includes a Promissory Note, Stock Restriction Agreement, Independent Contractor's Agreement, and an Exchange of Proprietary Data.
http://www.procopio.com/publications/sample.htm
3. Sample Contracts - Adobe Acrobat Reader License Contract
It may be worthwhile to consider a contract that you as a Web Lecture user may have already entered. For example, most Web lecture users download and install an Adobe Acrobat reader to ensure accessibility of PDF files contained at certain Web sites. This Web page, taken from the Adobe Web site, contains a copy of the standard form license agreement that accompanies the use of the Adobe Acrobat reader.
End user license agreement: http://www.adobe.com/products/acrobat/acrreula.html
Trademark License Agreement: http://www.adobe.com/products/acrobat/acrrlicense.html
4. Sample Contracts - Lexis and Westlaw
When students sign up for Lexis and Westlaw service, they probably click to agree without a second thought. What did they agree to?
A Lexis user agreement (though I'm not sure it is the one students execute) is found at http://lexisnexis.com/terms/
A Westlaw user agreement:
http://lawschool.westlaw.com/shared/marketInfoDisplay.asp?code=MI&id=110&mainpage=12
Another one students may have agreed to is the Examsoft contract at http://www.examsoft.com/
5. Sample Contracts - Findlaw's Tech Deals
The latest addition to the excellent Findlaw site, Tech Deals provides a real world look at contract law in the technology field. The site features a large archive of original technology contracts including mergers and acquisitions, licensing agreements, and employment agreements. Recent high profile additions include a content license agreement between Yahoo! and TheStreet.com, a marketing agreement between eToys and AOL, and Amazon.com's acquisition of Alexa.
6. Sources of Contract Law - The Uniform Commercial Code
The most important legislative source of contract law is the Uniform Commercial Code (UCC). Adopted by most states, Article 1 (General Provisions), Article 2 (Sales), and Article 9 (Secured Transactions) are, from a contact law perspective, its most essential provisions. The Legal Information Institute, a project of Cornell Law School, has placed the entire UCC online, complete with hypertext links for easy navigation.
http://www.law.cornell.edu/ucc/ucc.table.html
7. Sources of Contract Law - Revisions to Articles 2 and 9
The National Conference of Commissioners on Uniform State Laws has been actively working on revisions to both Articles 2 and 9 of the UCC. The University of Pennsylvania Law School has made the latest revision proposals available online to heighten public awareness and interest in the proposed changes.
http://www.law.upenn.edu/library/ulc/ulc.htm
8. Sources of Contract Law - Convention on the International Sale of Goods (CISG)
The Convention on the International Sale of Goods has had a significant impact on international contract law as nearly 50 countries, including the U.S., have adopted the 1980 Convention. Pace University School of Law's Institute of International Commercial Law has created an excellent CISG database that includes a full-text copy of the convention and an up-to-date list of contracting parties.
9. Sources of Contract Law - CISG Case Law
A significant new addition to the Pace CISG site that merits specific mention is the database's case citation archive, prepared in August 1997. It contains a comprehensive collection of case citations involving the CISG from at least 20 jurisdictions worldwide. Although full-text of the cases is currently unavailable, many are available by accessing the relevant LEXIS database.
http://cisgw3.law.pace.edu/cisg/text/casecit.html
10. Contract Law Resources - The Canadian Contract Law Centre
The Canadian Contract Law Centre provides a useful look at many contract law doctrines including consideration, offer, acceptance, mistake, and privity of contract. Unlike the U.S., however, the Canadian contract law system is based almost exclusively on common law principles rather than the UCC. Nevertheless, given that the UCC represents a codification of common law principles, the site illustrates the origin of many contract law doctrines as well as their current applications.
http://www.duhaime.org/ca-con1.htm
11. Professor Craig Smith's Contract Law Tutorial and Max Young's Law Lessons
Professor Craig Smith of the Santa Barbara College of Law maintains this excellent contract law tutorial which covers a wide range of contract law topics including offer & acceptance, consideration, unilateral contracts, and damages. The site is easy to navigate and includes hyperlinks to primary legal sources such as the Restatement on Contracts and case law.
http://www.west.net/~smith/index.html
Professor Max Young of the University of Luton Department of Law in the United Kingdom has produced an impressive collection of Web-based contract law materials. Professor Young's site, which requires a one-time, free registration, includes several contract law tutorials as well as contract law tips and helpful information on sale of goods law.
12. Contract Law Resources - Contract Law Information Network
Another Commonwealth-based contract law resource is the Contract Law Information Network. The site, hosted at the Australian National University, includes contract law teaching materials, case outlines, a proposed Australian contract code, and articles relevant to contract law.
13. The Doctrine of Consideration - Lady Lucy Duff Gordon
Lady Duff Gordon, "a creator of fashions", is one of the most infamous characters in contracts case law, with the Wood v. Lucy, Lady Duff Gordon case frequently examined as part of the study of the doctrine of consideration. Although well-known as a leading fashion designer of her time, Lady Duff Gordon is lesser known as a survivor of the Titanic (though she did receive a brief mention in the movie). This Web site, dedicated to the history of the Titanic, chronicles her experience at sea, many years before entering the contract law pantheon.
http://www.execpc.com/~reva/html3c6.htm
14. Offer & Acceptance - A Web Auction
The fundamental elements of the contractual bargaining process are the existence of an offer and a corresponding acceptance of that offer. These elements are not always easily identifiable since counteroffers, crossoffers, mere invitations to treat, and the like, are just some of the potential hindrances to an enforceable contract.
The following three Web sites illustrate current examples of offers, acceptances, and instances that may fall somewhere in between. The first site is the terms and conditions of Egghead.com's Web-based auction. Consider their bidding process and try to determine when offer and acceptance have taken place.
http://www.egghead.com/ShowPage.dll?page=hd_policy_auctionrules_p
15. Offer & Acceptance - The Government Contract Tender System
Government procurement makes up a large part of the business enterprise for many companies. Much of the procurement takes place using the bid tender process. This Web site, from the Contract Law Division of the Department of Commerce, contains a comprehensive archive of information pertaining to legal issues arising out of the procurement process. Included are recent cases, information of proposed legislative changes, and other publications of interest. Note that many of the publications contained at this Web site are in PDF format and will require the Adobe Acrobat reader for full accessibility.
http://www.contracts.ogc.doc.gov/cld/cld.html
16. Offer & Acceptance - Invitation to Treat or Offer?
When does an advertisement cross the line between an invitation to treat and an actual offer? For answers to that question and other advertising law issues, check out the Advertising Law Web Site. Maintained by Lewis Rose, an advertising and marketing law partner with the Washington, D.C. firm of Arent Fox, the site includes substantive materials on advertising law such as Federal Trade Commission documents and case law, as well as articles, speeches, publications, and pertinent Web links.
http://www.advertisinglaw.com/
17. Public Policy and Freedom of Contract - European Database on Case Law About Unfair Contractual Terms
The rules pertaining to contractual intervention due to unfair contractual terms vary considerably between jurisdictions. This database, maintained by the European Commission, sheds some insight into European approaches to the issue. The case law database is searchable by various bases including country, the nature of the contract, contractual term, and economic sector.
http://europa.eu.int/clab/index.htm
18. Public Policy and Freedom of Contract - Lemon Laws
State lemon laws, which protect automobile purchasers from recently purchased cars that require frequent repair, is one common example of legislative intervention into the bargaining process. In this case, an otherwise binding agreement may be rescinded if the lemon law standards are reached. This Web site, the Lemon Car Page, contains information on the federal sources of lemon law legislation, a bibliography on further readings, and appropriate links to other lemon law Web sites.
19. Public Policy and Freedom of Contract - Direct Selling Legislation
Direct selling legislation, which protects naive consumers from dishonest direct marketers, is another frequently encountered legislative intervention into the bargaining process. This Web site, from the firm of Grimes & Reece, contains an excellent collection of materials on direct selling law including statutes and regulations, case law, and several interesting publications.
http://www.mlmlaw.com/library.html
20. Breach of Contract - Mike Tyson's Legal Battles Continue
Legislative initiatives are not the sole source of interference with the bargaining process. The furst Web site contains materials pertaining to a class action lawsuit launched against boxer Mike Tyson and his promoters arising from his infamous fight with Evander Holyfield during which Tyson took a bite out of Holyfield's ear. The basis for the lawsuit is fundamental contract law - misrepresentation and breach of contract. The second involves an alleged oral agreement between Tyson and a former trainer.
http://www.lasvegassun.com/sunbin/stories/special/1997/jul/01/506049697.html
http://www.mayerbrown.com/legal/lule1098.asp#tyson
21. Specific Performance - The Bette Davis Story
Warner Bros. v. Nelson, popularly known as the Bette Davis case, brought the Hollywood studio system, which demanded lifetime control of its stable of actors and actresses, to the public's attention. Davis became a groundbreaker by challenging the Hollywood studios in court. Though she failed to win, her efforts paved the way for later reforms to the system.
This Web site provides an interesting summary of Davis' career, including her challenge of Warner Bros.
http://www.reelclassics.com/Actresses/Bette/bette.htm
22. Contracting in the Computer Age - Digital Signatures
Digital signatures may be one method of dealing with the difficulty of ensuring enforceability of electronically completed contracts. Governments worldwide have been actively studying the issue as pressure mounts to develop a secure system that encourages borderless electronic commerce.
McBride Baker & Coles, a law firm in Chicago specializing in Internet law, has developed an excellent resource for researching digital signature legislation nationwide. The site contains links to legislation and government reports from all 50 states and across the globe.
http://www.mbc.com/ecommerce/ecommerce.asp
23. Contracting in the Computer Age - Shrinkwrap Licenses
The burgeoning software industry has brought with it a new form of contractual license, the shrinkwrap license. In this instance the terms and conditions are attached to the purchase of software. Once the box of software is opened or the "shrinkwrap is unwrapped", the purchaser is deemed to accept these terms. ProCD v. Ziedenberg, a 7th Circuit case, challenged the validity of this form of contract. This Web site, from the Software Industry Issues Home Page, contains comprehensive coverage of the case including court documents, copies of the trial court and appeal court decisions, as well as a series of briefs submitted at the appeal hearing.
http://www.softwareindustry.org/issues/1licns.html
24. Contracting in the Computer Age - UCITA
Potential changes to software licensing practices have not been limited to the Ziedenberg case. The adoption of the Uniform Computer Information Transactions Act (UCITA) in July 1999 provides a new model law for states to consider in their attempt to update contract law in the computer age. The Web site formerly known as the 2B Guide, maintained by Carol Kunze, is an excellent source of information on the UCITA with complete coverage of the model law and its development.
25. Shrinkwrap Licenses - The Windows Refund Story
One of the more interesting and infamous stories circulating the Web in recent months involved an attempt by an Australian man to "return" the Windows operating system for a refund. It seems that Geoffrey Bennett purchased a new Toshiba laptop computer and wanted to install the Linux operating system on the machine. Since the laptop came bundled with Windows, Bennett approached the manufacturer about returning the Windows software, arguing that the license agreement provided that users could return the software for a full refund if they refused to be bound by the license terms.
The saga lasted six months with both Toshiba and Microsoft disclaiming responsibility. Ultimately, Bennett received a refund of $110 (Australian dollars) directly from Toshiba. The story garnered worldwide attention and spurred a "Windows Refund Day" as well as this Web site which chronicles recent attempts to return the Windows operating system and includes refund stories, details on media coverage, and a free newsletter service.
http://www.linuxmall.com/refund/
Note from Ricks: I have not checked all of the links from Professors Burnham & Geist. If you find one that doesn't work, please email and tell me at ricks@stcl.edu. Thanks.