Contracts
Professor Nimmer
Syllabus
Fall 2016
Book:
Murray, Contracts: Cases and Materials (7th edition)
Expectations:
Attendance and preparation. Students should expect to be called on each
day or at least every other day. Students will be expected to prepare and
turn in a limited number of written exercises.
Grades:
Participation:
30%
Written materials:
10%
Final exam:
60%
Goals:
1) Learn basics of contract law
2) Learn to approach contract issues as a lawyer in terms of argument
and analysis
3) Understand rudiments of transactional issues in the realm of contracts
4) Understand the underlying policy premises of contract law.
Course Assignments (These are subject to change as the semester progreses)
Notes: The assignments in this syllabus are stated as “units.” Ideally,
unless otherwise indicated, each unit will be covered in one day. Even if
some coverage is left over from the prior day, the next unit will be covered
as scheduled unless Professor Nimmer indicates otherwise.
I. Basic Introduction
Day 1: Basics (First day assignment)
Read:
Murray: pp 1-8; 10-12; 17-23; 783-788
Consider: what is the difference between “agreement” and “contract”:
Consider: what is the difference between “cancellation” and “termination”
Day 2: Units 2 and 3
Unit 2: A look at damages
1
Read:
Supple 1 (liquid)
Unit 3: Drafting
Draft and hand in two contract clauses that will be enforceable and will
allow 1) Freund to collect $20,000 in lost royalties if his next book is not
published despite the publisher having contracted to do so, and 2) in a
separate transaction, will allow MCA to cancel a contract allowing a local
television station to show a group of its programs during a season for
breach, collect all future royalties due on the contract, and if the station
still broadcasts the programs, sue for infringement.
Unit 4:
What Contract Law Applies?
Read:
Murray pp. 8-10; Supple 2 (scope)
II. Creating Contract Obligations
Unit 5:
Forming Contracts: Objective Theory and Intent
Read:
Murray 39-49; 51-62
Unit 6: Indefinite and Illusionary promises
Read:
Murray 62-79; Supple 4 (indefinite)
Consider the best argument that there is a contract in Problem 1 on page
75.
Unit 7:
Read:
2
Offers and Acceptances
Murray 87-94; 96-98; 108-111; Supp 5 (Zeid)
Unit 8:
Sept. 22 and 23: Duration of an Offer
Read:
Unit 9:
Acceptance
Read:
Unit 10:
Supp. 5; Murray 113-133; UCC 2-205
Murray 143-154;
Modern Assent Issues
Read:
Supp. 5a.
Also: locate the sites for Ticketmaster and eBay and locate how they
seek to create a contract for their terms of service for use of the site (not
for purchasing an item or tickets). Are these enforceable contracts?
III Terms and Performance
Unit 11:
Forms; rolling contracts or conflicting forms
Read:
Unit 12:
Forms # 2:
Read:
Unit 13:
3
Murray 222-236
Modifications
Read:
Unit 17:
Murray 205-217
Mutuality
Read:
Unit 16:
Murray 27-30; 188-202
Consideration 2:
Read:
Unit 15:
180-184
Consideration
Read:
Unit 14:
Murray 108-111; 167-170; Supple 6 (mirrors)
Murray 35-37; 238-246; Supple-8 (modify)
Settling Claims and moral obligations
Read:
Unit 18:
Murray 246-255
Statute of Frauds
Read:
Unit 19:
Murray 301-305; 315-324; 326-331
Electronic Contracts
Read:
Unit 20:
Supple-8a (electronics)
Parole evidence
Read:
Unit 21:
Murray 299-301; 348-361
Extrinsic evidence
Read:
Unit 22:
Murray 361-370
Parole evidence and fraud
Read:
Murray 383-388; Supp. 8b (merger)
Write and turn in a merger (integration clause) and consider what
evidence outside the written contract the clause does not preclude the
court from considering
Unit 23:
Interpretation
Read:
Murray 393-403
Consider: What does the word “ambiguous” mean.
Unit 24:
Mistake
Read:
Unit 25:
Murray 410-424; 434-437
Public Policy Issues: unconscionability
Read: Murray 461-69; Supple - 9 (unconsc)
Unit 26:
Public policy – non-compete
Read:
4
Supple 10 (non-comp); Murray 487-490
Unit 27:
Conditions
Read:
Unit 28
Payment conditions
Read:
Unit 29:
Murray 627-641
Remedies 2: mitigation
Read:
Unit 37:
Murray 597-609
Remedies 1
Read:
Unit 36:
Murray 571-58
Impossibility:
Read:
Unit 35:
Supple 12 (oblig)
Repudiation
Read:
Unit 34:
Murray 549-562;
Warranty Obligations
Read:
Unit 33:
Murray 546-48; Supple 11 (waiver)
Material Breach
Read:
Unit 32:
Murray 531-542
Conditions: Waiver
Read:
Unit 31:
Murray 519-25; Supple 10a (pay)
Conditions 3
Read:
Unit 30:
Murray 509-519
Murray 658-664
Remedies: Article 2
Read: Murray 566-571; 644-650; Supp. 12
5
Unit 38:
Alternative Remedies: Arbitration and mediation
Read: Supp. 13
Unit 39:
6
Overview of course