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Hey everybody. In this episode, let's talk about what to expect in your first year contracts class in law school. Let's talk about it.

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Welcome to Law School Decoded, the podcast that pulls back the curtain on what it's really like to succeed in law school. Let's get started.

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So in your first year of law school, you are likely to take a bunch of common law classes. Those include contracts, torts, and property. You'll also take classes like criminal law and civil procedure. I'm doing a bunch of podcasts, episodes on the basics of what to expect in those classes. So you can know when you're walking in a bigger picture of what you're getting into. A real challenge in law school is that you open up your case book and after the first couple general cases that you read, you are thrown into really nuanced legal issues and topics. It can be really helpful to take a step back and see the forest from the trees, to understand the bigger picture so that as you're reading those cases, you have an idea of where you are in the course doctrinally, so that you can have an idea of how what you're learning fits into the larger scope of law that you're learning in the class. That's also going to help you understand how what you're learning is going to fit into the issue spotter exam answer that you write at the end of the semester. It's also going to help you draft your outlines because your outlines, of course, are going to look at the class at a high level. Each section of your outline will be one of the major topics you're learning in the class. So it's important to look at the course syllabus and understand where things are going. It's important to look at the table of contents of your book to understand the bigger picture of what each section of the book is talking about. But in these podcast episodes about contracts and property, torts, et cetera, we're going to talk just very informally about what to expect in each of those first year classes so that you can have an idea of what you're getting into on that first day and throughout the course as it proceeds throughout the semester. So contracts is one of those foundational courses that we're going to talk about. And what Contracts does is it teaches you legal principles that govern enforceable promises and agreements. So we have this notion out there that people can make promises to each other. And some of those promises are considered enforceable. What does that mean? It means that if you don't follow through on the promise you make, you could be subject to a legal action. And you could be subject to penalties if you lose that legal action. You might need to pay damages. You might need to be forced to do something that you promised to do. That's what a contract is. It's just the law that governs enforceable promises and agreements that people and companies make to each other. Of course, that's important for the operation of our commercial world and our society in general. If people could make promises and then back out of them, that would be detrimental to commerce and to people's expectations. People would be hurt, people would be swindled, people would be taken advantage of. So what contracts does is says if you make an agreement, that agreement can be enforced in court. And if someone else doesn't follow through on their obligations under a contract, they could be in trouble legally. That's all contracts is. So a contracts class is going to introduce you to law and theory about what a contract is, what it means for a promise to be enforceable. The cases that you read in contracts are going to be between people. Sometimes it's one person making a promise to another, and it could be between companies, one business promising something else to a business. It could also be interactions between people and businesses. And the contracts class is going to cover a few key topics. I'd really say there's probably three or four. The first key topic that you're going to learn about in your contracts class is called contract formation. Contract formation. And that first topic that you learn about is simply asking, did a contract come into being? Was there some kind of enforceable promise made? Obviously, not every statement made out there in the world is an enforceable promise. Some things are enforceable promises under contract law and other things are not. And so you are going to understand when a contract is made. You are going to understand what has to happen for a contract that is enforceable to come into being. Very often parties dispute whether a contract came into being. One party will say in a dispute, hey, I had a contract with this person. And the other person will say, There was never any such contract. This is what happened, but that wasn't an enforceable contract that was made. So you're going to understand when a contract is offered, when a contract is accepted, and when it's enforceable because there's a thing called consideration, which is kind of a confusing concept to law students. But there are essentially three elements to a contract forming offer, acceptance, and consideration. You will probably read cases that address when an offer is made that could be binding, when an offer is accepted, and when there is consideration to support the formation of a contract. But overall, the first thing you're going to learn about is was a contract form. What does contract formation mean? The next thing that you'll learn about is the interpretation of contracts and the conditions that can be found in contracts. So the interpretation of contracts, how do we read contracts? How do we understand them? Once a contract is made, what exactly does it mean? How should we interpret the words that the parties used? You're going to learn how to read contracts and understand how to interpret them. Very often, lawyers who do their best to write very clear contracts still find later that they're subject to interpretation, that there are arguments to be made about what a contract means. And of course, if parties disagree about how to interpret a contract, that could become a dispute that makes its way to court. One party could say, I interpret a contract as requiring you to build a fence on my property that is made of wood. And the other party might read the same contract and say, wait a minute, I don't think the fence needs to be made of wood. I think I need to make it, but I don't, I'm interpreting this and I don't think it has that detail. So you're going to learn about how people interpret contracts and how courts interpret contracts and the arguments that people make about what contracts mean. You'll also, in that same area of the course, learn about contract conditions. So very often in a contract, a barty doesn't have to perform their obligations until certain conditions are met. So, for example, a contract might say, Hey, I'm going to employ you in a job and I will pay you a bonus if the company revenue reaches a million dollars this year. I'll pay you a bonus if the company revenue meets a million dollars this year. That's a condition, right? I don't have to pay the bonus unless company revenue hits that threshold. And if it does hit that threshold, I have to pay some kind of bonus. So that's an example of a type of condition. Conditions are important in contracts, can be vague and disputed whether a condition exists or not, and what the meaning of the condition is, how we interpret it. So that's an important aspect of a contract. So the first two things we've talked about again are whether a contract formed, and then essentially how we interpret a contract, including its conditions. The third thing that you are going to learn about in your contracts class is what constitutes the performance of a contract and what would be a breach of the contract terms. Obviously, that kind of relates back to number two. Whether you've breached a contract or fully performed it might depend on what the terms of the contract are. So the performance and breach section is going to give you examples of cases where people did things, and the dispute is whether the things that they did fulfilled the contract terms or whether they breached them. You will also learn about whether the breach is material, for example, or whether it's really not an important breach. One case you'll read, for example, is about a company that buys like piping for its building. It's a really common case, a lot of students read. And the pipe that they buy for the building isn't the type that's ultimately delivered, isn't what was it written down in the contract, but it's equivalent. Everyone agrees it's just as good and there's really no harm. Well, is that a material breach or not? That also leads to the fourth thing you'll learn about, which is contractual remedies. You're going to learn about what courts do when there is a breach. If someone breached a contract, the court needs to make someone whole. The court needs to put someone in a better position because they didn't get what they were entitled to. Remedies for contract breaches could involve one party paying money damages to another. It could involve a court ordering someone to perform a contract. Hey, you agreed to build this thing. Go build it. So that's potential remedies that a court could order. And there are other types of remedies like liquidated damages as a specific kind of remedy that parties might put into a contract and could be appropriate or not. So you're going to learn about all of those potential remedies issues. Another thing you'll learn about is when a contract has formed, whether that contract is going to be enforceable, whether the contract is enforceable. What that means is if the contract is enforceable, someone can go to court and enforce it and say, hey, we have a contract and this other person needs to abide by it. But some contracts are not enforceable. Sometimes parties go through making a contract and for one reason or another, one of the parties won't be able to enforce that contract in court because a special doctrine will apply. One example would be duress. So say you make someone accept a contract under a threat of harm to them. You threaten them and say if you don't enter into this contract, you are going to be injured by me. It's going to lead to not very good things for you. That would be an example where the contract may have been entered into under duress. So even if a party doesn't perform, the court might say, we're not going to enforce this contract, because the party that accepted the contract was under duress when they accepted. So even though a contract was formed, even though there was non-performance that led to a breach, even though usually we'd award remedies for that, we're not going to here. Because in this instance, we think that a party was under duress when they accepted the contract. So those are the key topics that you will learn about in your contracts class. And you should be excited for this class. This is a class that can be very useful to you when you are in practice, especially if you're doing civil legal work, but it will also be useful if you are doing transactional work because you're going to need to understand the agreements that you are reading and why they are structured the way they are. And you're going to structure them yourselves. And you're going to do that in accordance with the law that you are learning. If you do commercial agreements, you're going to need to understand contracts very, very well and the nuances. And your contracts class can be very practical and give you a foundation for understanding that. So I hope you enjoy that. I hope this really quick podcast gave you a really good idea of what to expect in your contracts class. After you're done listening to this, go open up your textbook and read through the table of contents. Read the sections that you are going to learn. You will see that those sections, many of them, fall into the categories that I gave you on this podcast. Also, look at your syllabus. That syllabus is going to discuss these sections of the class pretty much as I have presented them in almost every contracts class out there. The other thing to note is remember, all these podcast episodes are about preparing for the exam from the very beginning. Well, guess what? I have already given you a lot of key information that you can use to prepare for your exam and your contracts exam. I've already given you a lot of key information that you can use to start building your contracts outline for the exam, the outline of what you will actually write in your exam answer. Go check out my other podcast episodes on that. The key topics that I covered and told you that you're likely to cover in your contracts class, guess what? Those are also very broadly the full scope of legal issues that you will be expected to discuss in your answer on your issue spotter contracts exam. The five kind of areas that I went over very generally, those are really the only issues that there are in contract law very, very broadly. There are lots of sub-issues underneath each one. But when you get to your exam, when you get to working out your outline, you're going to find that the sections of the outline that you write mirror the topics, the key topics that I've presented to you in this podcast. You're going to have a section of your outline that says, Did a contract form? Did this party enter into a contract with that party? You're going to have a section on contract formation. Under that section, you're going to have sub-issues. Was an offer made? Was that offer accepted? Was there consideration? Each of those is a section of your outline. You are going to have a section of your outline that discusses how to interpret a contract. You're going to learn a bunch of rules from cases about how to interpret a contract. You're going to put those into your outline in a sentence or two for each case, for each rule that you learn about interpretation and conditions. And when you see those issues about interpretation and conditions come up, you're going to pluck those rule statements out of your outline. You've already written them. So you're going to go ahead and put them into your exam answer because they're already done. You've already done the hard part before you've walked in the room. You're going to have a section of your outline, an exam answer, about whether one party performed their obligations under the contract fully or whether they breached them, whether that breach was material. Did one party breach their contract with another? That's a section of your outline. Finally, if the contract's exam presents an interesting scenario that might help you determine appropriate remedies that one party might want for a contract, you're going to discuss that too. And you're going to have a section of your outline drafted on that beforehand. You're going to have a section that says, hey, one remedy is specific performance. And Professor, I just noticed something in your issue spotter exam that makes me think that specific performance might be appropriate here, that one party is going to argue for that remedy. So let me tell you why. Finally, you're going to have a section of your outline about special doctrines like enforceability, like duress. You're going to, again, write down what those rules are and what those sub-issues are so that when you see them pop up, you deploy them into your from your outline to your exam answer. You're going to just copy them in as best you can. So for duress, for example, if you notice in the issue spotter exam that one party might have been under duress when they accepted a contract, they accepted it under duress under really dire circumstances and pressure or threats. You're going to write in your outline an issue statement and a rule for that situation and copy-paste it in. So you're going to write one issue is whether this contract is enforceable because the name of the party who accepted it probably was under duress when they accepted the contract by insert facts. What did they do to accept it? You're going to write that issue statement. Your professor is going to see, oh, great, they get a point. I saw they spotted that issue. I'm glad they did. That was exactly an issue I wanted them to. And then you're going to have a rule statement. Duress occurs when, blah, blah, blah, blah, blah, whatever rule comes out of the particular case that you read for the class, not a supplement, not some AI answer that you get, whatever comes from the case law that your professor was reading when they made the exam, because that is the law as far as you were concerned for the class, not something you got from a third party. So those key topics that we covered are important because they really cover almost the entire scope of what you'll learn in your contracts class. Pretty much everything that you will learn. I can guarantee you the key core topics fit in one way or another into those large topics. And those large topics are the main ones that you will be tested on. You will be required to spot issues. Again, there are a ton of nuanced sub-issues under those key topics. Your contracts textbook, it's thick. I know I am simplifying it because, again, what I'm trying to give you is an upper hand so that you can understand what you're getting into as you walk into your contracts class for the first time as you read that first contracts case. So don't forget, contracts is about when promises are enforceable and how they're enforced. You're going to be learning about that as you work through this first year course. So I hope that's a really helpful introduction on what to expect in your contracts class. I hope you greatly enjoy your contracts class. I work with contracts of one form or another every single day in my work. It's great. So hang in there, good luck, start outlining, and we'll see you next time.

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That's it for today's episode of Law School Decoded. Visit us online at lawschooldecoded.com and make sure to subscribe. Until next time, keep decoding the law one step at a time.