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Chapter 1 — Introduction and Essentials of Contract Formation
III. Adequacy of Terms
IV. Competent Parties and Capacity To Contract
VI. Offer, Acceptance (Mutuality of Nature of Agreement; Mechanics of Assent)
VII. Consideration
Chapter 2 — Contract Formation Under Article 2 of the UCC
I. [2.1] Scope of Article 2
II. Determining Whether a Contract Was Formed Under UCC §2-204
III. [2.27] Offer and Acceptance in Contract Formation
Chapter 3 — The Statute of Frauds
II. Satisfying the Statute
III. Scope of the Statute
IV. Enforcement of Contracts Barred by the Statute
Chapter 4 — Void Contracts or Clauses Under Illinois Statutes
II. [4.2] Contracts with the Government or Clauses in Government Contracts
III. [4.11] Real Estate Contracts or Leases
IV. Statutes Directed at Specific Businesses
V. Insurance
VI. Employment
VII. Miscellaneous
Chapter 5 — Problems in Contract Formation
III. Incapacity
IV. Mistake
V. Fraud/Misrepresentation
VI. Duress/Undue Influence
VII. Illegality/Public Policy
VIII. [5.50] Unconscionability
IX. Impossibility of Performance and Frustration of Purpose
X. Overview: Remedies
Chapter 6 — The Alternatives of Promissory Estoppel and Quasi-Contract
I. Promissory Estoppel
II. Quasi-Contract
Chapter 7 — Warranties, Disclaimers, and Limitations
III. [7.3] Uniform Commercial Code §2-312: Warranty of Title
V. [7.10] Uniform Commercial Code §2-313: Express Warranties
VI. [7.18] Uniform Commercial Code §§2-314 and 2-315: Implied Warranties
VIII. [7.33] Disclaimer of Warranties
IX. [7.38] Limitation of Remedies and Damages
X. [7.42] Privity
XIII. [7.47] Federal Warranty Laws and Preemption
Chapter 8 — Guidelines for Drafting Specific Contract Clauses in Employment Agreements
I. [8.1] Drafting Employment Agreements in Illinois
II. Arbitration, Mediation, and Other Alternative Dispute Resolution Clauses
Chapter 9 — Contract Performance
II. Performance Under the Common Law
III. Performance Under the Uniform Commercial Code
IV. Conditions
Chapter 10 — Modification of Contracts
III. Requirement of Mutual Assent
IV. Parties Necessary to Modification
V. Consideration for Modification
VI. Effect of Modification
VII. Applicability of the Statute of Frauds to Modifications
VIII. Merger: Superseding Agreements as Modifications
XI. Employment Modifications
Chapter 11 — The Parol-Evidence Rule and Contract Interpretation
II. [11.2] Contract Integration
III. [11.11] Contract Ambiguity
IV. Parol-Evidence Rule
V. Modification and Waiver
VI. [11.32] Supplying Certain Omitted or Implied Terms
Chapter 12 — Breach of Contract and Nonperformance
II. [12.2] Breach of Contract — Illinois Common Law
III. [12.10] Common-Law Bases for Justified Nonperformance
IV. Breach of Contract Under the Uniform Commercial Code
Chapter 13 — Rights, Legal Remedies, and Calculating Damages for Breach of Contract
II. [13.2] Rights of the Nonbreaching Party
III. [13.10] Common-Law Legal Remedies and Measure of Damages
IV. UCC Legal Remedies and Measure of Damages
V. Liquidated Damages Under the Common Law
VI. [13.83] Limits on Recovery
VII. Statute of Limitations
Chapter 14 — Economic Loss — The Line Between Contract and Tort
IV. Cases Prior to Moorman
VII. The Struggle To Apply Moorman
Chapter 15 — Equitable Remedies: Reformation, Rescission, Restitution, and Specific Performance
III. Reformation
IV. Rescission
VI. Restitution
VII. Specific Performance
VIII. Defenses to Equitable Suits
Chapter 16 — Assignment and Delegation
II. Assignment of Rights vs. Delegation of Duties
IV. [16.25] Delegation of Duties
Chapter 17 — Joint and Several Contracts
Chapter 18 — Contracts for the Benefit of a Third Person
V. [18.5] Direct and Incidental Beneficiaries
X. Miscellaneous Issues
XI. [18.16] Particular Types of Contracts
Chapter 19 — Contract Disputes and Litigation
II. [19.2] Practical Tips for Arbitration of Contract and Sales Disputes
III. [19.10] Illinois Conflict of Laws
Chapter 20 — United Nations Convention on Contracts for the International Sale of Goods
III. CISG — In General
IV. Application and Scope of the CISG
V. Necessity of a Writing
VI. Offer and Acceptance
VIII. Seller’s Obligation
IX. Buyer’s Obligations
XII. Breach; Anticipatory Breach; Excused Performance
XIII. Remedies
XIV. Damages
XV. General Matters Pertaining to Both Sellers and Buyers
XVI. [20.57] Research SourcesRuth A. Bahe-Jachna is a Principal Shareholder at Greenberg Traurig, LLP, in Chicago, where she concentrates her practice in litigation. Bahe-Jachna is an Advisory Board Member of Leading Lawyers and is a member of the Litigation Section, Leadership, of the American Bar Association. She received the Illinois Lawyers Assistance Program’s Executive Director Award in 2019. Bahe-Jachna received her B.A. summa cum laude from Wartburg College and her J.D. from Northwestern Pritzker School of Law, where she was the Notes and Comment Editor of the Northwestern University Law Review and a Presidential Scholar.
No bio available.
Timothy L. Bertschy is a Managing Partner at Heyl, Royster, Voelker & Allen, P.C., in Peoria, where he is Chair of the firm’s Commercial and Business Litigation Practice. He is Chair of the U.S. District Court Advisory Committee on Local Rules (Central District, Illinois), is a Commissioner of the Attorney Registration and Disciplinary Commission (ARDC), and is on the board of the Illinois Bar Foundation. He has received the Lawyers Assistance Program of Illinois’ Carl Rolewick Award and the Illinois Township Attorneys Association’s Bruce Skidmore Award. Mr. Bertschy is Cochair of the ABA Section of the Litigation Membership and Marketing Committee and former Cochair of the Section’s Business Torts, Minority Trial Lawyer, and Immigration Litigation Committees. He has been designated in the Leading Lawyer and Super Lawyer lists for Illinois and is included in The Best Lawyers in America (2010 – 2016). Mr. Bertschy received his J.D. from George Washington University, National Law Center, and his B.A. magna cum laude from the University of Illinois.
Karen F. Botterud is an attorney with Axiom Global Inc., in Chicago, where she focuses on commercial transactions and government contracting. She is a multifaceted lawyer with broad legal experience in institutional and entrepreneurial, in-house and law firm, and domestic and international settings. Botterud received her B.S. from Indiana University and her J.D. from DePaul University College of Law.
Andrew D. Campbell is a Partner with Novack and Macey LLP, in Chicago, concentrating his practice in commercial litigation, appeals, and data security. Mr. Campbell is the firm’s Hiring Partner and is Cochair of the firm’s practice group on close corporations, partnerships, and limited liability companies. He was one of the developers of a web application that integrates frequently invoked pretrial provisions of the Illinois Code of Civil Procedure and the Supreme Court Rules. Mr. Campbell earned his B.A. from the University of Michigan and his J.D. magna cum laude from Loyola University Chicago School of Law.
Richard G. Douglass, of Douglass P.C., in Chicago,has over 20 years of experience representing clients in complex litigation and arbitration. Douglass received his J.D. from the University of Georgia School of Law magna cum laude, Order of the Coif, where he was the Articles Editor of the University of Georgia Law Review, and received his B.A. magna cum laude from the University of Pittsburgh.
Shelby L. Drury is Of Counsel to Novack and Macey LLP in Chicago, where she focuses her practice on commercial litigation. Ms. Drury received her B.S. with Bronze Tablet distinction (top three percent of class) from the University of Illinois and her J.D. cum laude from Northwestern University School of Law.
Christopher R. Dunsing is an associate at Langhenry, Gillen, Lundquist & Johnson, LLC, in Wheaton, where he concentrates his practice on insurance coverage, business litigation, and contract dispute litigation. He was chosen as a SuperLawyers’ Illinois Rising Star in 2016 and is a member of the Illinois State Bar Association and the Property and Liability Resource Bureau. Mr. Dunsing received his B.A. from Santa Clara University and his J.D. from DePaul University College of Law.
William J. Factor is a Partner at the Law Office of William J. Factor, Ltd., in Chicago and Northbrook, where he focuses on bankruptcy and commercial litigation. Factor has been named a Super Lawyer and an Illinois Leading Lawyer in Bankruptcy and has received an AV Preeminent Ratings award from Martindale-Hubbel Attorney Review and Ratings. Factor received his A.B. from the University of Chicago and his J.D. with high honors from DePaul College of Law.
No bio available.
Joseph E. Gumina is a Shareholder at O’Neil, Cannon, Hollman, DeJong & Laing S.C., in Milwaukee, WI, and concentrates his practice in labor and employment. He is the Employment Law Practice Group Leader for his firm, a volunteer at the Milwaukee Justice Center, and coauthor of Paying Employees Correctly Under the FLSA with Preliminary and Postliminary Activities, InsideCounsel Magazine (Apr. 3, 2015). Mr. Gumina was selected as a Super Lawyer (2014 – 2015) and is a Member of the Illinois State Bar Association, the State Bar of Wisconsin, and the Trial Bar for the U.S. District Court for the Northern District of Illinois. He earned his J.D. from William Mitchell College of Law.
Mark D. Hansen is a Shareholder at Heyl, Royster, Voelker & Allen, P.C., in Peoria, where he concentrates on commercial litigation, professional liability, and other areas of civil litigation. He is a member of the International Association of Defense Counsel, the Litigation Counsel of America, and the Society of Trial Lawyers. Mr. Hansen received his B.S. cum laude from Northern Illinois University and his J.D. cum laude from the University of Illinois College of Law.
No bio available.
No bio available.
Mitchell L. Marinello is a Partner with Novack and Macey LLP, in Chicago, and has more than 30 years of experience in commercial litigation, arbitration, and trials. Marinello is a frequent author on issues relating to business law and arbitration. Marinello received his B.A. magna cum laude from Wesleyan University, was a fellow of the Thomas J. Watson Foundation (studying labor policy) in London, England, and received his J.D. from New York University School of Law.
No bio available.
Brandon C. Prosansky is a Partner at Barack Ferrazzano Kirschbaum & Nagelberg LLP, in Chicago, and focuses on commercial litigation and motor vehicle distribution. Prosansky has been listed in The Best Lawyers in America — Franchise Law (2023) and Emerging Lawyers Network (2015 – 2023) and is a member of the American Bar Association. He earned his J.D. cum laude from Northwestern University School of Law and a B.A. summa cum laude and B.S. summa cum laude from Miami University.
Gregory J. Rastatter is a Partner at Heyl, Royster, Voelker & Allen, P.C., in Peoria, and concentrates his practice on healthcare and business and commercial litigation. He is a member of the Wills and Powers of Attorney Clinics for United Way Partners (2009 – present) and a Peoria County Bar Association Law Day Speaker (2009 – present). He was chosen to the 40 Leaders Under Forty list (2013) by InterBusiness Issues and is a member of the Illinois State Bar Association and the American Health Lawyers Association. Mr. Rastatter earned his J.D. from the University of Illinois College of Law, where he was a Lincoln Scholar, and his B.A. from Bradley University.
John M. Redlingshafer is a Shareholder of Mescher, Rinehart & Redlingshafer, P.C., in Washington, where he focuses on local government law. He is a member of the Illinois State Bar Association. He was named an Illinois Super Lawyers Rising Star in 2013 – 2014. He received the J. Bruce Scidmore Award from the Illinois Township Attorneys Association in 2011 and the Township Officials of Illinois President’s Award in 2014. Mr. Redlingshafer received his B.A. magna cum laude from Bradley University and his J.D. from DePaul University College of Law.
No bio available.
Daniel R. Saeedi is a Partner at Taft Stettinius & Hollister LLP in Chicago, where he focuses on employment and business litigation. He is a Member of the Board of the Illinois Bar Association, an Illinois Super Lawyers Rising Star, and a Crain’s Notable Minorities in Accounting, Consulting & Law. Mr. Saeedi graduated magna cum laude from The UIC John Marshall Law School.
No bio available.
Christopher N. Stanton received his J.D. from the University of Chicago Law School, where he was a member of the law school’s Federal Criminal Justice Project.
Thomas R. Stilp is a Partner at Stilp Business Law, P.C., in Chicago, and focuses his practice on business litigation and real estate. Stilp is a 2019 recipient of an Award in Excellence and Public Interest and Pro Bono Service. He received his B.A. from Northwestern University, his MM/MBA from Northwestern’s Kellogg Graduate School of Management, his J.D. from Loyola University Chicago School of Law, and his LLM from The John Marshall Law School.
No bio available.
Daniel J. Voelker is the founder of Voelker Litigation Group in Chicago, where he concentrates his practice in commercial and business litigation and corporate and business consulting. He was selected as an Illinois Super Lawyer (2008 – 2016) and a Leading Lawyer (2007 – 2015). Mr. Voelker received his B.S. in accounting from the University of Illinois and his J.D. with high honors from IIT Chicago-Kent College of Law. He is a CPA and an adjunct professor of law at IIT Chicago-Kent College of Law, where he teaches international commercial litigation and arbitration.
Michael A. Weinberg is a Partner at Novack and Macy LLP in Chicago, where his practice is focused on commercial litigation. He has been recognized as both an Illinois Super Lawyer (Top Rated Business Litigation Attorney) and a Leading Lawyer. He is a member of the Chicago Bar Association. Mr. Weinberg received his B.A. from Vassar College with honors and distinction and his J.D. from the University of Michigan Law School, where he was the Note Editor for the Michigan Law Review.
No bio available.
Garry L. Wills is Of Counsel at Roetzel & Andress, in Chicago, and concentrates his practice on commercial litigation. He was chosen as a Leading Lawyer (2015, 2016) and is a member of the Appellate Lawyers Association and the Illinois State Bar Association. Mr. Wills received his J.D. cum laude and his M.A. from Northwestern Illinois University and his B.A. from Yale University.
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