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Corbin on Contracts
Copyright 2017 SPRING, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

3-11 Corbin on Contracts 11.syn


Option Contracts and Rights of First Refusal the Legal Relations of the Parties


Edited by Professor Joseph M. Perillo

Chapter Summary


In any type of contract, a party may be given the option to choose between different terms; however, this type of choice does not necessarily make the contract an option contract. An option contract is one wherein the primary reason for the contract is the option. The option is not merely an additional term; rather, the option is the very purpose of the agreement. For example: a contract granting the option to buy a parcel of land within a certain amount of time is an option contract, whereas a leasing agreement with an option to purchase is not an option contract because the primary focus is the lease, not the option to purchase. An option contract may be validated by seal or consideration.

This chapter discusses the difference between the option contract and the option as a feature of another contract. It distinguishes between an option and a right of first refusal, and discusses contracts that attempt to encompass both. It also discusses options to terminate or disaffirm; options to sell, buy, or lease; options in service and agency; and other contracts. The chapter examines the rights and remedies available under these contracts, focusing on the power to assign and the remedy of specific performance.

Hailed as ''the greatest law book ever written," this venerable resource is one of the most cited and influential treatises in print. Providing an exhaustive analysis of all the rules of contract law, including all exceptions and variations, Corbin on Contracts can help you prevent disputes and keep your clients out of court. Cited extensively in federal and state court opinions, this exhaustive exposition of all the working rules of contract law has for more than half a century helped lawyers understand what the rules of contract mean and how they can be used in daily practice.


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For an in-depth discussion of seals, see Chapter 10, Contracts Under Seal, Recognizances, Negotiable instruments and Documents, and Letters of Credit.


See Murray on Contracts (Matthew Bender) for critical analysis of the law of contracts, including discussion of option contracts.

For extensive guidance, samples, and practice tips on contracts in California, see California Legal Forms: Transaction Guide (Matthew Bender).

For extensive guidance, samples, and practice tips on contracts in Texas, see Texas Legal Forms: Transaction Guide (Matthew Bender).
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