CONTRACTS – FALL 2018

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Reading and Class Assignments
How to read the Syllabus: Each assignment below corresponds tentatively to one class period. Reading assignments often will not be announced in class or otherwise posted. Students should assume that the next assignment will be discussed during the next class period and read and prepare accordingly. We will have more class meetings than there are assignments, in order to accommodate class discussion of the required writing assignments as well as the likelihood that we will not complete discussion of each assignment in a single class session.

The amount of material to be covered in class, the order of the assignments, and/or the contents of a particular assignment may be changed by prior announcement.

Each assignment includes up to three different sorts of readings:

Required:  The cases identified for each assignment are the principal cases to be discussed that day. These are free, open materials that can be downloaded at the links following the case name. PDF and MS Word docx versions are available. Each student may print as much or as little of each file as needed or desired.  The files may be annotated, edited, and/or cut-and-pasted.

Required:  Where a case refers to the Uniform Commercial Code (UCC) or to the Restatement (2d) of Contracts ("Restatement"), each student is responsible for locating (in Knapp, et al., Rules of Contract Law (2017-2018), or elsewhere) and reading the section(s) of the statute and/or the Restatement to which the case or other material refers. Most assignments below refer to relevant key sections of the Restatement and of the UCC.

Recommended:  The page numbers listed under “Hillman” refer to Robert A. Hillman, Principles of Contract Law (3rd ed. 2014). These readings are strongly recommended but are not required. The material in Hillman is intended to supplement and provide context for the principal cases listed with each assignment. In-class discussion will center on the cases and related sections of the Restatement and Article 2 of the UCC.

Optional:  Several of the assignments include links to optional (but, one hopes, entertaining and/or interesting and useful) supplemental material.  Some provides historical context for the assigned cases; some consists of clips from motion pictures and television shows that illustrate related contracts themes.  In some cases, these illustrate the assigned readings.  In some cases, they are funny takes (to some) on relevant legal points.  Partly these should enliven what is sometimes regarded as dry material.  Partly they should help students see how contracts and the law of contracts is represented in popular culture, sometimes accurately and sometimes not. Law can teach us something about what we see in everyday experience.  Everyday experience can also teach us something about law.  Some of the film clips contain spicy [NSFW] language.

Really, really optional - but useful:  There is a vast secondary literature on contract law, legal theory, economics, and social justice.  Students interested in public policy, legal theory, and research on the character and impact of contract law may find the following sources of particular interest as introductions to some of the larger questions involved.  Do contracts and contract law matter?  If so, to whom?  And how?
The list of supplemental materials may be updated from time to time.  Class members are welcome to suggest revisions and additions to the list.
LIST OF CLASS ASSIGNMENTSRequired and recommended materialsOptional materials
I. INTRODUCTION TO THE CLASSICAL MODEL OF CONTRACT
Class 1 (the first day of class): : Introduction to Contract Law - Promises, Enforcement, and Remedies
II. WHAT IS A PROMISE, AND WHAT MAKES A PROMISE LEGALLY ENFORCEABLE?
Class 2: Mutual Assent and Intention to be Bound
  • Ray v. William G. Eurice & Bros., Inc. [.pdf] [.docx]
  • Leonard v. Pepsico [.pdf] [.docx]
  • Hillman 45-49
  • Restatement (2d) 1, 2, 4, 21, 26
  • UCC 2-204
Class 3: Contract Formation 1 – Offer and Acceptance
  • Lonergan v. Skolnick [.pdf] [.docx]
  • Izadi v. Machado (Gus) Ford, Inc. [.pdf] [.docx]
  • Normile v. Miller [.pdf] [.docx]
  • Hillman 49-57
  • Restatement (2d) 22, 24, 32, 50, 58, 63, 69
Class 4: Contract Formation 2 – Unilateral Contracts and Option Contracts
  • Petterson v. Pattberg [.pdf] [.docx]
  • Cook v. Coldwell Banker/Frank Laiben Realty Co. [.pdf] [.docx]
  • Hillman 57-70
  • Restatement (2d) 36, 43, 45, 87
  • UCC 2-205
Class 5: Contract Formation 3 – Sales of Goods
  • Jannusch v. Naffziger [.pdf] [.docx]
  • Princess Cruises, Inc. v. General Electric Co. [.pdf] [.docx]
  • Hillman 80-89
  • UCC 2-205, 2-207
Class 6: Consideration 1 – Basics
  • Hamer v. Sidway [.pdf] [.docx]
  • Pennsy Supply, Inc. v. American Ash Recycling Corp. of Pennsylvania [.pdf] [.docx]
  • Hillman 17-34
  • Restatement (2d) 17, 71, 79, 81.

Class 7: Consideration 2 – The Pre-Existing Duty Rule
  • Kirksey v. Kirksey [.pdf] [.docx]
  • Alaska Packers’ Association v. Domenico [.pdf] [.docx]
  • Hillman 34-45
  • Restatement (2d) 73, 74, 77
[At approximately this point, we will devote two class sessions to the content of the first assignment and to issue spotting and the elements of writing a legal memo. The first assignment will be distributed on Monday, September 10, 2018 and will be due on Monday, September 24, 2018 at 3 pm.  We will also devote a class session to the first assignment after the memos have been graded and returned.]
Class 8: Promissory Estoppel 1 – Reliance
  • Harvey v. Dow [.pdf] [.docx]
  • King v. Trustees of Boston University [.pdf] [.docx]
  • Hillman 91-103
  • Restatement (2d) 86, 90
Class 9: Promissory Estoppel 2 – Benefits Received
Class 10: Statute of Frauds
  • Crabtree v. Elizabeth Arden Sales Corp. [.pdf] [.docx]
  • Buffaloe v. Hart [.pdf] [.docx]
  • Hillman 131-152
  • Restatement (2d) 110
  • UCC 2-201
Class 11: Mistake and Misunderstanding
  • Lenawee County Board of Health v. Messerly [.pdf] [.docx]
  • Sherwood v. Walker [.pdf] [.docx]
  • Hillman 341-353
  • Restatement (2d) 20, 152, 153, 154, 157, 201
Class 12: Fraud and Misrepresentation
  • Syester v. Banta [.pdf] [.docx]
  • Hill v. Jones [.pdf] [.docx]
  • Hillman 227-234
  • Restatement (2d) 161, 162, 163, 164, 168, 169
Class 13: Definiteness and Incompleteness
  • Walker v. Keith [.pdf] [.docx]
  • Quake Construction, Inc. v. American Airlines, Inc. [.pdf] [.docx]
  • Hillman 74-80
  • Restatement (2d) 33
  • UCC 2-204, 2-305
III. INTERPRETING AND ENFORCING AGREEMENTS
Class 14: Contract Interpretation
  • Joyner v. Adams [.pdf] [.docx]
  • Frigaliment Importing Co. v. B.N.S. International Sales Corp. [.pdf] [.docx]
  • Hillman 279-291
  • Restatement (2d) 27, 202, 203, 206, 209, 210, 213, 214, 215, 216, 222, 223
  • UCC 1-201(3), 1-303, 2-202
Class 15: Parol Evidence 1
  • Thompson v. Libby [.pdf] [.docx]
  • Taylor v. State Farm Mutual Automobile Insurance Co. [.pdf] [.docx]
  • Hillman 267-279
Class 16: Parol Evidence 2
  • Yocca v. Pittsburgh Steelers Sports, Inc. [.pdf] [.docx]
  • Nanakuli Paving & Rock Co. v. Shell Oil. Co. [.pdf] [.docx]
Class 17: Interpretation and Implied Terms
  • Wood v. Lucy, Lady Duff-Gordon [.pdf] [.docx]
  • Locke v. Warner Bros., Inc. [.pdf] [.docx]
  • Hillman 291-303
  • Restatement (2d) 204, 205
  • UCC 2-103(1)(b), 2-305, 2-306
Class 18: Warranties
  • Bayliner Marine Corp. v. Crow [.pdf] [.docx]
  • Caceci v. Di Canio Construction Corp. [.pdf] [.docx]
  • Hillman 117-129
  • UCC 2-313, 2-314, 2-315, 2-316
Class 19: Duress and Modification
  • Totem Marine Tug & Barge, Inc. v. Alyeska Pipeline Service Co. [.pdf] [.docx]
  • Odorizzi v. Bloomfield School District [.pdf] [.docx]
  • Hillman 219-227
  • Restatement (2d) 89, 174, 175, 176, 177
  • UCC 2-209
[At approximately this point, we will devote another class session to the content of the second assignment and to identifying facts, legal analysis, and writing a legal memo. The second assignment will be distributed on Monday, October 1, 2018 and will be due on Monday, October 15, 2018 at 3 pm.  We will discuss the assignment again in class after the memos have been graded and returned.]
Class 20: Impossibility and Impracticability
  • Karl Wendt Farm Equipment Co. v. International Harvester Co. [.pdf] [.docx]
  • Mel Frank Tool & Supply, Inc. v. Di-Chem Co. [.pdf] [.docx]
  • Hillman 354-365
  • Restatement (2d) 261, 263, 265
  • UCC 2-615
IV. PERFORMANCE AND BREACH OF CONTRACT
Class 21: Express Conditions
  • Oppenheimer & Co. v. Oppenheim, Appel, Dixon & Co. [.pdf] [.docx]
  • J.N.A. Realty Corp. v. Cross Bay Chelsea, Inc. [.pdf] [.docx]
  • Hillman 305-320
  • Restatement (2d) 224, 225, 226
Class 22: Breach of Contract 1 – Material Breach
  • Jacob & Youngs, Inc. v. Kent [.pdf] [.docx]
  • Sackett v. Spindler [.pdf] [.docx]
  • Hillman 320-335
  • Restatement (2d) 237, 241, 242, 243
  • UCC 2-601, 2-606, 2-607, 2-608, 2-609
Class 23: Breach of Contract 2 – Repudiation
  • Truman L. Flatt & Sons Co. v. Schupf [.pdf] [.docx]
  • Hornell Brewing Co. v. Spry [.pdf] [.docx]
  • Hillman 335-339
  • Restatement (2d) 250, 251
  • UCC 2-610, 2-611
[At approximately this point, we will devote a class session to the third assignment and to the continuing challenges of writing a legal memo. The third assignment will be distributed on Friday, November 2, 2018 and will be due on Friday, November 16, 2018 at 3 pm. As before, we will discuss the assignment in class after the graded memos have been returned.]
V. REMEDIES
Class 24: Remedies 1 – General Measures of Damages
  • Crabby’s, Inc. v. Hamilton [.pdf] [.docx]
  • Handicapped Children’s Education Board v. Lukaszewski [.pdf] [.docx]
  • Hillman 153-164
  • Restatement (2d) 344, 347, 349
  • UCC 2-703, 2-710, 2-711, 2-715
Class 25: Remedies 2 – Foreseeability
  • Hadley v. Baxendale [.pdf] [.docx]
  • Florafax International, Inc. v. GTE Market Resources, Inc. [.pdf] [.docx]
  • Restatement (2d) 351, 352
Class 26: Remedies 3 – Avoidability
  • Rockingham County v. Luten Bridge Co. [.pdf] [.docx]
  • Maness v. Collins [.pdf] [.docx]
  • Hillman 164-189
  • Restatement (2d) 350
  • UCC 2-706, 2-712
Class 27: Remedies 4 – Liquidated Damages
  • Barrie School v. Patch [.pdf] [.docx]
  • Hillman 195-203
  • Restatement (2d) 356
  • UCC 2-718, 2-719
Class 28: Remedies 5 – Specific Performance
  • City Stores Co. v. Ammerman [.pdf] [.docx]
  • Reier Broadcasting Company, Inc. v. Kramer [.pdf] [.docx]
  • Hillman 207-212
  • Restatement (2d) 359, 360, 361, 362, 364, 365, 366, 367
  • UCC 2-716
VI. LIMITATIONS ON ENFORCEMENT
Class 29: Limitations on Enforcement 1 – Unconscionability
  • Williams v. Walker-Thomas Furniture Co. [.pdf] [.docx]
  • Higgins v. Superior Court of Los Angeles County [.pdf] [.docx]
  • Hillman 244-251
  • Restatement (2d) 178, 208
  • UCC 2-302
Class 30: Limitations on Enforcement 2 – Public Policy
  • Valley Medical Specialists v. Farber [.pdf] [.docx]
  • Flood v. Kuhn [.pdf] [.docx]
  • Hillman 239-244
  • Restatement (2d) 187, 188, 191
VII. UPENDING THE CLASSICAL MODEL OF CONTRACT
Class 31: Wrap Contracts
  • ProCD, Inc. v. Zeidenberg [.pdf] [.docx]
  • Register.com, Inc. v. Verio, Inc. [.pdf] [.docx]
  • Optional: Berkson v. Gogo LLC [.pdf] [.docx]
Class 32: Online Consumer Contracts
Class 33: Machine Contracts