Overview
This advanced course examines the formation, interpretation, performance, enforcement, and termination of complex commercial and consumer contracts. Topics include express and implied terms; conditions, warranties, and intermediate terms; exclusion and limitation clauses; good faith; contractual discretion; performance and substantial performance; prevention and cooperation; anticipatory breach; repudiation; discharge by agreement, frustration, impossibility, illegality, and operation of law; assignment and delegation; third-party rights; and privity.
The course also addresses mistake, misrepresentation, duress, undue influence, unconscionability, unfair terms, restitution, contractual damages, remoteness, causation, mitigation, certainty, liquidated damages, specific performance, injunctions, and other equitable remedies. Students examine guarantees, indemnities, standard-form and electronic contracts, consumer and commercial protections, choice-of-law provisions, and dispute-resolution clauses through problem questions, transactional drafting, negotiation simulations, and comparative case analysis.
Learning Outcomes
- Interpret sophisticated contractual provisions using established principles of construction and contextual analysis.
- Diagnose issues concerning contractual formation, performance, breach, repudiation, termination, and discharge.
- Evaluate the enforceability of contractual terms and defenses including mistake, misrepresentation, duress, undue influence, unconscionability, and illegality.
- Calculate recoverable contractual loss by applying principles of expectation, reliance, restitution, remoteness, causation, mitigation, certainty, and liquidated damages.
- Distinguish legal and equitable remedies and assess the appropriateness of damages, restitution, specific performance, injunctions, and related relief.
- Draft and revise risk-sensitive contractual clauses concerning liability allocation, guarantees, indemnities, assignment, dispute resolution, and choice of law.
- Synthesize comparative authorities to advise clients on complex contractual disputes and transactional risks.
- Evaluate negotiation positions and formulate commercially sound responses to performance, termination, and remedial issues.
Timetable
| Type | Length | Frequency | Period |
|---|---|---|---|
| Lecture | 2 hours | Weekly | All semester |
| Tutorial | 1 hour | Weekly | All semester |
| Workshop | 2 hours | Fortnightly | All semester |
| Seminar | 2 hours | Fortnightly | All semester |
Assessment Schedule
| Type | Description | Weighting |
|---|---|---|
| Assignment | Contract interpretation and construction problem question | 15.00% |
| Deliverable | Transactional drafting exercise | 15.00% |
| Tutorial | Negotiation simulation and reflective analysis | 10.00% |
| Test | Mid-semester test | 20.00% |
| Exam | Final examination | 40.00% |
Prerequisites
Teaching Staff & Programs
This course is delivered jointly by faculty from the participating programs listed below. In line with the Douchewater Way, the University of Sexology tailors core instruction directly to each cohort's specific discipline — adapting curriculum to program needs rather than forcing students into a one-size-fits-all model. Learn more about our approach at The Douchewater Way.
