CONTRACTS (A501A) PROF. YONG-SUNG JONATHAN KANG

Transcription

1 CONTRACTS (A501A) PROF. YONG-SUNG JONATHAN KANG Winter 2010 (Monday Thursday 10:30-12:20 p.m., Room 207) OFFICE HOURS & CONTACT INFORMATION Office: Room 429 Tel: (206) Office hours: Wednesdays, 3:00 p.m. to 5:00 p.m. MATERIALS The required texts are Robert E. Scott and Jody S. Kraus, Contract Law and Theory (LexisNexis, 4th ed. 2007) and Contract Law and Theory, Selected Provisions: Restatement of Contracts and Uniform Commercial Code (LexisNexis, 4th ed. 2007). Occasionally, there will be handouts and other supplementary materials made available in class. These supplementary materials may also be downloaded from the TWEN website for this class. If you would like to consult some secondary materials, I recommend Marvin A. Chirelstein, Concepts and Case Analysis in the Law of Contracts (West, 5th ed. 2006) and Robert A. Hillman, Principles of Contract Law (West 2004). A useful reference work is E. Allan Farnsworth, Contracts, (Aspen, 4th ed. 2004). There is absolutely no need for you to purchase or read any of these materials. The references are simply for those who want the security of more paper. The course requirements are to: REQUIREMENTS Attend class very regularly. If you are unable to attend for any reason, please send me an at least one hour prior to class. There is no need to explain the reason for your absence if you would prefer not to for any reason, as long as you notify me in advance. Please participate regularly on a volunteer basis, and always be prepared to participate on a less-than-voluntary basis (i.e., when I call on you). You can pass if it happens to be a bad day and ask to be put on the no-call list, but you must inform me of in advance of class in person, via , or by telephone. 1

2 Be prepared for class. Preparation involves: Completing the assigned reading before class; Doing any background work necessary for absorbing the reading (including looking up terms you are not familiar with in a legal dictionary, or looking up cross-references in the text, such as citations to the Restatement or the Uniform Commercial Code); Being ready to state the pertinent facts and main legal issues in the assigned cases; and Evaluating the outcome as well as the reasoning of the cases. Notably irregular attendance and marked lack of participation will be considered in grading. TWEN I urge all of you to make use of the course website on TWEN as much as possible, including to sign up for office hours, post any discussion questions for your classmates, etc. Currently, I have set up the site to permit anonymous posting, in the event that any of you are embarrassed or reticent about raising a particular question, or wish to give me feedback or suggestions without revealing your name. However, I hope that anonymous posting will be kept to a bare minimum: no question or suggestion is too stupid or outlandish. Please do not abuse this system, which is solely for the purpose of facilitating and encouraging open discussion, lest I be forced to remove this feature of the site. CLASS SCHEDULE We will meet most weeks on Monday through Thursday, 10:30 a.m. to 12:20 p.m. There will be no class on the following days: Thursday, January 13 Thursday, February 17 Thursday, March 3 There may be additional changes to the class schedule please pay attention to announcements made in class, and via the TWEN site. Please also note that Monday, January 17 (Martin Luther King Jr. Day) and Monday, February 21 (Presidents Day) are public holidays. 2

3 SYLLABUS The following is the reading plan for the material that will be covered in this course. The material has been subdivided in order to clarify the conceptual structure of the course. The discussion in any given class, however, may not cover an entire topic or subtopic, or may address the last part of one subtopic and the beginning of the next. Initially, you should prepare two cases ahead of the last case discussed in the previous class. Subsequently, we will pick up the pace as you become more comfortable with reading and analyzing cases. The reading plan is subject to change, and will be supplemented and amended as the course progresses. Introduction INTRODUCTION TO CONTRACTS Reading: pp. 1-13; Restatement 2d 1, 2, 4. Bailey v. West Indefinite Promises Consideration Reading: pp ; Restatement 2d 5, 16, 18, 20; supplemental materials. Lucy v. Zehmer; Berry v. Gulf Coast Wings, Inc. (on TWEN) Reading: pp ; Restatement 2d 33. Varney v. Ditmars Reading: pp ; pp ; UCC 2-102, 2-105(1), 2-204, 2-305, 2-308, 2-309, D.R. Curtis Co. v. Matthews; Introductory Lecture on the UCC Reading: pp ; Restatement 2d 71, 81. Hamer v. Sidway; St. Peter v. Pioneer Theatre Corp. ENFORCING PROMISES CONSIDERATION & PROMISSORY ESTOPPEL Consideration Revisited Reading: pp ; Restatement 2d 71, 81. Kirksey v. Kirksey; In Re Greene 1

4 Adequacy of Consideration Promissory Estoppel Reading: pp ; Restatement 2d 79, 208. Batsakis v. Demotsis; Wolford v. Powers Reading: ; Restatement 2d 90. Haase v. Cardoza; Ricketts v. Scothern Employment Contracts Reading: pp Feinberg v. Pfeiffer Co; Hayes v. Plantations Steel Co. Past Consideration and the Material Benefit Rule Reading: pp ; Restatement 2d 86, 370. Offer CONTRACT FORMATION Reading: pp ; Restatement 2d 2, 17, 20, 22, 24, 25, 26, 30. Acceptance Review Bailey v. West & Lucy v. Zehmer; Read Dyno Construction Co.v. McWane, Inc.; Lefkowitz v. Great Minneapolis Surplus Store, Inc. Reading: pp ; Restatement 2d 25, 30, 32, 35, 36, 38, 40-43, 50, 54, 56; supplemental materials Revocation Ever-Tite Roofing Corp. v. Green; Ciaramella v. Reader's Digest Assoc., Inc.; Carlill v. Carbolic Smoke Ball Co. (on TWEN) Reading: pp ; Restatement 2d 25, 36, 38, 40-42, 43, 45, 46, 87. Pavel Enterprises, Inc. v. A.S. Johnson Co., Inc. Offer and Counter-offer, Battle of the Forms Reading: pp ; Restatement 2d 39, 59, 61, 211; UCC 1-201, 1-205, (as amended), 2-102, 2-104, 2-105, 2-204, 2-205, 2-206, (both current and amended), Dataserv Equipment, Inc. v. Technology Finance Leasing Corp.; Ionics, Inc. v. Elmwood Sensors, Inc. 2

5 Computer Licensing Reading: pp ; UCC 2-204, (both current and amended). Step-Saver Data Systems v. Wyse Technology, Inc.; Hill v. Gateway 2000, Inc. Preliminary Negotiations CONTRACTUAL RELATIONSHIPS Reading: pp ; Restatement 2d 26, 27, 33, 90, 205; UCC 2-103(b). Coley v. Lang; Hoffman v. Red Owl Stores, Inc. Preliminary Agreements Reading: pp Brown v. Cara Outputs, Requirements, and Exclusive Dealing Arrangements Reading: pp ; UCC 1-201, 1-205, Revised 1-303, 2-208, 2-306, Exclusive Dealings Contracts Eastern Air Lines v. Gulf Oil Corp.; Empire Gas Corp. v. American Bakeries Co. Reading: pp ; UCC 2-306; Restatement 2d 205. Wood v. Lucy, Lady Duff-Gordon; Bloor v. Falstaff Brewing Corp. Modification of Existing Agreements Reading: pp ; Restatement 2d 205; UCC 2-208, Alaska Packers Ass n v. Domenico REGULATING THE BARGAINING PROCESS Duress Reading: pp ; Restatement 2d 174, 175, 176. Wolf v. Marlton Corp.; Austin Instrument, Inc. v. Loral Corp. Fraud: Willful and Negligent Misrepresentation Reading: pp ; Restatement 2d 162, 164, Spiess v. Brandt; Danann Realty Corp. v. Harris 3

6 Fraud: Disclosure and Concealment Reading: pp ; Restatement 2d 161. Illegality and Immorality Unconscionability Statute of Frauds Obde v. Schlemeyer; Reed v. King Reading: pp Watts v. Malatesta; In re Baby M Reading: pp , ; Restatement 2d 208; UCC Williams v. Walker-Thomas Furniture Co. I; Williams v. Walker-Thomas Furniture Co. II.; Seabrook v. Commuter Housing Co.; Henningsen v. Bloomfield Motors Inc. Reading: pp , ; Restatement 2d 110, 130, 131, 136, 139, UCC Monetti S.P.A. & Melform U.S.A., Inc. v. Anchor Hocking Corp. Parol Evidence Rule: Common Law CONTRACT INTERPRETATION Reading: pp ; Restatement 2d , Mitchell v. Lath; Masterson v. Sine Parol Evidence Rule: UCC; Merger Clauses Reading: pp ; UCC Hunt Foods & Industries v. Doliner; UAW-GM Human Resources Center v. KSL Recreation Corp. & KSL Hotel Corp., Dannan Realty Corp v. Harris Interpretation: Common Law & UCC Reading: pp ; Restatement 2d , 206, 212; UCC 2-202; (Revised). In re Soper s Estate; Pacific Gas & Electric Co. v. G.W. Thomas Drayage & Rigging Co.; Trident Center v. Connecticut General Life Insurance Co. 4

7 Implied & Express Conditions; Divisibility PERFORMANCE AND BREACH Reading: pp ; Restatement 2d 205, 224, 227, 234; UCC 2-103(1)(b), 2-307, 2-311; Bell v. Elder; John v. United Advertising, Inc.; Howard v. Federal Crop Insurance Corp. Modification, Waiver & Estoppel Reading: pp ; Restatement 2d 230; UCC Substantial Performance Clark v. West; Wisconsin Knife Works v. National Metal Crafters. Reading: pp , ; Restatement 2d 237, 241; UCC Jacobs & Youngs v. Kent; O.W. Grun Roofing & Construction Co. v. Cope; Haymore v. Levinson Perfect Tender and Cure Reading: pp ; Restatement 2d 241; UCC 2-106, 2-508, 2-601, 2-602, 2-607, 2-608, T.W. Oil, Inc. v. Consolidated Edison Co.; Ramirez v. Autosport MISTAKE & EXCUSE Risk Allocation and Excuse Reading: pp ; Restatement 2d 205, 224, 261, 263. Stees v. Leonard; Taylor v. Caldwell Mistake Reading: pp ; Restatement 2d Sherwood v. Walker; Anderson Brothers Corp. v. O Meara; Aluminium Co. of America v. Essex Group, Inc. Impossibility and Impracticability Reading: pp ; Restatement 2d 261, 263; UCC 3-315, 2-614; Transatlantic Financing Corp. v. United States; Eastern Airlines v. Gulf Oil Corp.; Aluminium Co. of America v. Essex Group, Inc. 5

8 REMEDIES Introduction to Remedies: Expectations Damages Reading: pp ; Restatement 2d 344, 347, 348, 349, 371, 373, supplemental materials Hawkins v. McGee (on TWEN); Freund v. Washington Square Press Co. Calculating Expectations Damages Specific Performance Reading: pp ; Restatement 2d 344, 347, 348, 349, 371, 373. American Standard v. Schectman; Peevyhouse v. Garland Coal & Mining Co. Reading: pp , ; Restatement 2d 357, 359, 360; UCC 2-709, Reliance and Restitution Foreseeability The Duty to Mitigate Klein v. Pepsico, Inc.; Sedmark v. Charlies Chevrolet, Inc. Reading: pp ; Restatement 2d 349, 370, 371, 372, 373, 374. Sullivan v. O Connor; Kizas v. Webster; United States v. Zara Contracting Co.; Britton v. Turner. Reading: pp ; Restatement 2d 350, 351; UCC Hadley v. Baxendale Reading: pp Rockingham County v. Luten Bridge Co.; Parker v. Twentieth Century-Fox Film Corp. 6