Editor: Michael C. Flom
The Minnesota Contracts Deskbook is your one-stop resource for researching and understanding all aspects of a contract. No matter what your level of legal expertise, all lawyers will benefit from a greater understanding of the current state of contract law and unresolved issues in contract law. The Minnesota Contracts Deskbook will be your authoritative source for resolving the toughest contractual issues in your practice. Whether you are writing a brief or preparing for trial, this Deskbook is your go-to reference for understanding contractual issues.
The Deskbook covers foundational topics of contract law such as the elements of a contract, types of contracts, and anatomy of a contract. The Deskbook also covers drafting strategy and style, use of artificial intelligence to draft contracts, and problems in formation before moving on to topics like remedies, the Uniform Commercial Code, and contracts in bankruptcy. Each chapter is authored by Minnesota attorneys with many years of experience working with contract issues, which gives them special insight into what Minnesota lawyers need to know about contract issues and remedies to best serve their clients. You will find an objective analysis of the law that strikes a balance between plaintiff and defense perspectives. The Deskbook chapters also include numerous practice tips and ethics commentary that go beyond the law to share real-world expert advice. Reading these tips is like having these professionals in the room with you, answering your questions, and guiding you through the tough contractual scenarios in your case.
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CHAPTER 1
Elements of a Contract
Introduction and Scope of Chapter; Definition of a Contract; Offer and Acceptance; The Objective Theory of Contract Formation; Consideration; Contract Formation In the Ruins: The Battle of the Forms
– Arleen A. Nand
CHAPTER 2
Types of Contracts
Introduction and Scope of Chapter; Initial Creation or Expression; Parties
– Kristi A. Zentner
CHAPTER 3
Anatomy of a Contract
Introduction and Scope of Chapter; Contract Introductory Provisions; Contract Operative Provisions; Contract Miscellaneous Provisions
– Heather L. Marx
CHAPTER 4
Contract Drafting Strategy and Style
Introduction and Scope of Chapter; The Importance of Contracts – A Fundamental Part of Business In the Modern World; Be Clear and Unambiguous; Common Challenges Affecting Contract Projects and Dealing With Them; Additional Considerations; Drafting the Contract; Conclusion
– Walter T. Cosby, III
CHAPTER 5
Using Artificial Intelligence to Draft Contracts
Introduction; What Does Generative Artificial Intelligence Promise Versus What Can It Deliver
– Mark D. Stignani
CHAPTER 6
Statute of Frauds
The Statute of Frauds – A Defense to Enforcement of Certain Contracts; Reasons for the Writing Requirement; Contracts Subject to the Writing Requirement; Generally Required Elements of the Writing; Failure to Comply With the Statute of Frauds; Limitations on the Statute of Frauds Defense; Review of Agreements Subject to the Statute of Frauds in Minnesota
– Jeffrey C. O’Brien & Allison E. Cole
CHAPTER 7
Capacity of Parties
Introduction and Scope of Chapter; Age; Competence; Other Capacity Issues
– Katheryn A. Gettman
CHAPTER 8
Illegality
Introduction and Scope of Chapter; Contracts Deemed Against Public Policy, Against Statutory Law, or Immoral; Contracts in Restraint of Competition and Trade; Application of Substantive Laws In and To Contracts; Illegality as a Defense
– Anne M. Lockner
CHAPTER 9
Problems In Formation
Introduction and Scope of Chapter; Mistake; Misrepresentation; Duress; Undue Influence; Waiver and Ratification
– Barbara Berens
CHAPTER 10
Assignment and Delegation
Introduction and Scope of Chapter; Assignments; Delegation
– Daniel B. Hallman
CHAPTER 11
Contract Conditions, Performance, and Types of Breach
Introduction and Scope of Chapter; Conditions; Contractual Performance; Breach and Repudiation
– Kevin S. Sandstrom & Christina K. Benson
CHAPTER 12
Impossibility and Frustration of Performance
Introduction and Scope of Chapter; Doctrine of Impossibility; Doctrine of Frustration of Purpose in Minnesota; Commercial Impracticability – The UCC Revisions to the Common Law Doctrine of Impossibility; Application and Remedies
– Kevin D. Hofman & Jeremy E. Warring
CHAPTER 13
Remedies for Breach
Introduction and Scope of Chapter; Election of Remedies; Damages; Specific Performance; Injunction; Rescission and Restitution; Reformation
– S. Jamal Faleel & Andy Crowder
CHAPTER 14
Choice of Law
Introduction and Scope of Chapter; The Current Nature of the Choice of Law Issue; Express Choice of Law by the Parties; No Express Choice of Law By the Parties; Restatement (Second) of Conflicts of Law Approach to Choice of Law Issues; Particular Contractual Issues Under Minnesota Law
– Daniel B. Hallman
CHAPTER 15
Interpretation and Construction of Contracts
Introduction and Scope of Chapter; Clear and Unambiguous Contracts; Determination of Existence of Ambiguity: Use of Extrinsic Evidence; Contract Ambiguity: Rules of Construction to Determine Intent; Implied Terms; Estoppel and Waiver; Statutory Guidance
– Eric R. Sherman
CHAPTER 16
Discharge of Contracts
Introduction and Scope of Chapter; Discharge of Contract By Performance; Discharge of a Contract By Payment; Discharge By Agreement of Rescission; Discharge By Modification; Discharge By Release and Contract not to Sue; Accord and Satisfaction, Substituted Contract, and Novation; Discharge By Impossibility and Frustration of Purpose; Discharge By Assignment and Delegation; Discharge By Alteration; Discharge By Nonoccurrence of a Condition
– Roxana V. Gonzalez
CHAPTER 17
UCC and Other Statutory Regulations of Contracts
Introduction and Scope of Chapter; Minnesota Statutes Regulating Contracts; Regulation of Consumer Contracts; Miscellaneous Statutory Contract Regulations; Attorney’s Fees; Statute of Frauds; Statute of Limitations
– Michael M. Krauss
CHAPTER 18
Contracts in Bankruptcy
Introduction; The Bankruptcy Context; Enforcing Contracts in Bankruptcy; Breach of Contract Claims; Powers of Trustee and Debtor in Possession
– Andrew N. Page
Table of Authorities
Subject Index
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