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Contract Basics


     Under California law, "[a] contract is an agreement to do or not do a certain thing."  Cal. Civil Code §1549.  "It is essential to the existence of a contract that there should be: 1. Parties capable of contracting; 2. Their consent; 3. A lawful object; and, 4. A sufficient cause or consideration." Cal. Civil Code §1550. Most other states have identical or similar elements.


​      "A contract is either express or implied."  Cal Civil Code §1619.  "An express contract is one, the terms of which are stated in words."  Cal. Civil Code §1620.  "An implied contract is one, the existence and terms of which are manifested by conduct." Cal Civil Code §1621.

      Intellectual property rights holders frequently use written express contracts to grant rights to use their intellectual property in exchange for a fee or a royalty. These are often referred to as license agreements.

      Contracts relating to the present or future sale of goods are governed by the Uniform Commercial Code - Sales ("UCC").  Cal. Commercial Code §§2102 and 2106.  The UCC has been adopted by all fifty states in substantially identical form.  The UCC applies to the sale of a tricycle at a garage sale and to a multi-million dollar sale of goods to Wal-Mart.

Contract Litigation


     Contract litigation typically involves a breach of a contract.  The standard elements of a claim for breach of contract are (1) a contract, (2) the plaintiff’s performance or excuse for nonperformance, (3) the defendant’s breach, and (4) damage to the plaintiff.   

      The remedies for breach of contract usually involve recovery of monetary damages, although specific performance of the contract is sometimes available. Many written contracts also provide for attorney fees, which is a major consideration in any contract litigation.

      We have litigated a variety of breach of contract actions, including actions in state and federal court, involving sales of goods, license agreements, website terms of use, insurance policies, and real estate.

Law Offices of Darren J. Quinn