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Clickwrap, Browsewrap, and Sign-in-Wrap Agreements Modern contracts are often accepted without a traditional signature. A person may create an account, click a button, purchase a product, download software, or simply browse a website. At some point, the website may claim that the person’s conduct constitutes agreement to its Terms of Service. But when does using a website actually become contractual assent? This question has produced three important categories of online agreements: The distinctions matter because Read more

Electronic Contracts and Electronic Signatures Contracts no longer require paper, ink, or a physical meeting between the parties. A person can negotiate a contract by email, accept an offer by clicking a button, sign an agreement electronically, and receive a completed copy entirely online. Businesses routinely enter contracts through: This has created an important question for contract law: Can an agreement made electronically be just as legally binding as a traditional paper contract? In the Read more

Illegality and Public Policy in Contract Law Contract law generally respects the freedom of parties to make their own agreements. People and businesses are ordinarily free to decide what they will buy, sell, promise, exchange, and undertake. But contractual freedom has limits. The law will not ordinarily enforce an agreement that requires the parties to engage in unlawful conduct. Nor will courts necessarily enforce an agreement whose terms or purpose seriously conflict with an established Read more

Novation vs. Assignment Contracts are normally made between particular parties, but circumstances can change after a contract has been formed. A business may be sold, a debtor may need to be replaced, a contractual right may be transferred, or the parties may decide that someone else should take over the entire contractual relationship. Contract law provides several mechanisms for dealing with these situations. Two of the most important are assignment and novation. Although they can Read more

Delegation of Contractual Duties Contracts create duties as well as rights. A party may promise to pay money, deliver goods, provide services, construct a building, or perform some other obligation. But what happens when the party who originally promised to perform wants someone else to do the work? Contract law generally permits a party to delegate contractual duties in many circumstances. Delegation occurs when one party to a contract transfers the responsibility for performing a Read more

Assignment of Contract Rights Contracts do not always remain between the same parties from beginning to end. A person who has the right to receive money, goods, services, or some other contractual benefit may want to transfer that right to someone else. Contract law generally permits this through an assignment of contract rights. An assignment occurs when one party transfers a contractual right to another person. The person transferring the right is the assignor, while Read more

Time of Performance in Contract Law Time is often one of the most important elements of a contract. A promise to deliver goods, complete construction, make payment, provide services, or close a transaction is rarely meaningful without some understanding of when performance must occur. A contract may state an exact date, establish a period for performance, make time expressly essential, or say nothing about timing at all. When that happens, contract law must determine when Read more

Actual Breach and Failure to Perform in Contract Law A contract creates legal obligations that are generally expected to be performed according to their terms. When the time for performance arrives and one party fails to do what the contract requires, the law may treat that failure as an actual breach of contract. Actual breach is one of the most basic concepts in contract law. It is also the point at which many other doctrines Read more

Consequential Damages and Foreseeability in Contract Law A breach of contract can cause more than the immediate loss of the promised performance. Sometimes the loss is straightforward. A seller fails to deliver goods, and the buyer has to pay more for replacement goods. A contractor performs defective work, and the owner must pay to correct it. But sometimes a breach creates additional losses that extend beyond the immediate transaction. A supplier’s failure to deliver machinery Read more