Feb. 1, 2023 – Business and contract law are both incredibly broad areas of law. In a Venn diagram of the two, any researcher can get overwhelmed with the vast array of resources. Law librarian (and 2022 Wisconsin Legal Innovator) Carol Hassler provides an overview of some popular sources and offers tips on narrowing your search.

Sources of Law

The primary source of contract law is generally considered to be rooted in the common law of each state, though there are some laws and regulations that apply to specific types of contracts, such as insurance policies, government procurement, or employment contracts.

Restatement of the Law Second, Contracts: When researching common law, the restatements of the law published by the American Law Institute are extremely helpful sources for overviews and analysis. Restatements do not contain the letter of the law, but they are often considered influential. The Restatement of the Law Second, Contracts thoroughly reviews the concepts behind contract law, with several sections focused on business-related issues. The restatements are available to most Wisconsin attorneys with a Wisconsin State Law Library card on HeinOnline.

Uniform Commercial Code: The Uniform Commercial Code (UCC) governs many commercial transactions. The following sections are relevant to business contract research:

• Article 2: Sale of goods

• ​Article 9: Assignment of some contract rights

Wisconsin Statutes: In Wisconsin, the UCC is enacted in Wis. Stat. chapters 401-411.

Other statutes and regulations may apply to your research, including Wis. Stat. section 241 Fraudulent Contracts, and laws about real estate, marital property agreements, agriculture, and more.

For an overview of the sources of Wisconsin contract law, read chapter 1 of Contract Law in Wisconsin from State Bar of Wisconsin PINNACLE®. Note that State Bar members have no-cost access to the first chapters of all online PINNACLE books via the electronic platform, Books UnBound®, including the first chapter of Contract Law in Wisconsin.

United Nations Commission on International Trade Law (UNCITRAL): In a global economy, international law may need to be consulted. Head to the UNCITRAL library for trade law information and publications.

Narrow Your Search

The first step in your research is to identify your goals. Searching for business contracts in a large database will turn up many irrelevant results. The type of contract you’re researching will lead you to different sources or applicable laws. Employment noncompete contracts or government procurement agreements, for example, are covered in greater depth in sources devoted to those topics.

The stage of the contract is also important to identify before doing substantial research. Contract law sources can focus on analyzing the acts leading to the contract, the physical document executed by parties, or the legal issues resulting from the acts of a party in relation to the contract. Focusing on sample contract language may be more important when you’re helping a client to negotiate and enter into a business deal. But contract concepts and analysis can take center stage when you need more information to defend your client in court.

Book Resources When Crafting Contracts

Contract Law in Wisconsin from PINNACLE (mentioned above) is a two-volume set that examines contract law and provides drafting guidelines.

Sample provisions for contracts and other types of agreements and documents appear in many PINNACLE books, with practice notes included.

Other model contract language, or complete sample contracts can be found in several types of sources – both online and in books. Large form sets like Warren’s Forms of Agreements (available as a Lexis Digital eBook through the State Law Library) or West’s Legal Forms provide rich ground for researchers, with a variety of sample contracts or contract clauses.

Narrowly focused books are also great sources to find examples for specific legal issues, like Covenants Not to Compete or Sweet on Construction Industry Contracts. Many samples can be found in large legal databases, like Westlaw or Lexis.

The ABA’s ​Contract Drafting: Powerful Prose In Transactional Practice is a quick read, focusing on writing clear contracts. The book also provides some samples.

Public business records can also be a rich source of model language. Publicly traded companies must file certain documents with the Securities and Exchange Commission’s EDGAR database. Use the advanced search to look for electronically filed agreements. Local procurement records can also be helpful to find examples of government contracts.

While not centered on contract law, general tips on plain-language drafting can be found in several legal writing guides as well as government resources like PlainLanguage.gov.

Analyzing Contracts

Most books that include sample contracts or clauses will have at least some analysis of the law. Some treatises are known for their analysis of complex legal issues, rather than to provide drafting help or examples. Williston on Contracts and Corbin on Contracts ​are two large sets with wide-ranging analysis. If you don’t have a lot of shelf space, add to your virtual shelf instead! Corbin on Contracts is available as a Lexis Digital eBook, and can be checked out from the Wisconsin State Law Library.

Smaller one or two volume books on the creation and enforcement of contracts do exist for the researcher looking for a condensed version. Ask a librarian for help finding these.

For Wisconsin analysis, turn to PINNACLE’s Contract Law in Wisconsin. This two-volume set examines contract law and gives a great overview of the sources of law, including a survey of applicable statutes.

Commercial and Consumer Transactions in Wisconsin, also from PINNACLE, analyzes the legal concepts behind the sale of goods, including contracts and other transactional agreements.

Look once again to specific books for detailed deep-dives into topics, like Franchise and Distribution Law and Practice ​or Consultant and Independent Contractor Agreements.