Contracts
University of Denver Sturm College of Law
Spring 2013
Professor Porter
Office: 472A
Office Number: 303.871.6064
Cell Number: 248.613.8491
Office Hours: Tuesday: 10:00-12:00, Thursday: 2:30-4:00
I.
Required Course Materials
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
II.
Knapp, Crystal, Prince, Problems in Contract Law Cases and Materials, 7th edition
Knapp, Crystal, Prince, Rules of Contract Law, 2012-13
Class Attendance, Preparation and Participation
It is important that you understand the benefit of class preparation, regular class
attendance, and class participation to your law school education. Accordingly, I will
emphasize the value of all three.
A.
Preparation. The reading assignments are listed on this Syllabus. Because
the assignments vary in length, our coverage of them will vary as well. At the end of
each class, I will tell you which pages to read for the next class. If you miss this
announcement, you should ask one of your classmates, or call or email me. Not
knowing the assignment for the next class is not an excuse for being unprepared.
Preparation, for purposes of this class, does not mean skimming the materials
quickly on your way to class. At a minimum, preparation means having thoroughly
and actively read the materials (“actively” indicates either highlighting, writing
margin notes, or both). Preferably (for purposes of our discussion and for your
benefit during exam preparation), you will have prepared a case brief, and will have
spent some time thinking about and answering the questions discussed in the Notes
or Problems following the cases.
B.
Participation. Class discussions allow students to develop and refine legal
analysis skills, express opinions, debate policies, and ask questions, all of which
make the class more interesting and valuable. Such discussions also allow me to
gauge how well the class understands the materials. In order to facilitate class
discussion, and because I believe that randomly calling on students to join in the
discussion creates an incentive for most students to prepare for class, I will call on
students to expose the facts of one of the assigned cases, discuss the court’s holding
and reasoning, and share your thoughts with your fellow students. While I do take
volunteers, you should be prepared for the possibility (and likelihood) that I will
randomly call on students as well. However, with the acknowledgement that
occasionally “life happens,” I realize there will be times that you may not be
prepared for class discussion. In order to avoid the embarrassment to both of us if
you are unprepared, please let me know before the beginning of class and I will not
call on you that day. I will, however, call on you within the next couple of classes. If
you do not tell me ahead of time that you are unprepared and you must “pass” when
I call on you (or you don’t pass but you are unable to answer any of my questions),
you will be considered absent for that day. You are allowed to be unprepared for
class two times (assuming you tell me in advance of class as mentioned above).
After the second time, if you are unprepared and I call on you, you will be
considered absent.
C.
Attendance. As should be obvious from the above, regular class attendance
is required. I will be circulating an attendance sheet each day. I reserve the right to
lower your grade by one step (B+ to B) if you miss more than six classes. Class
begins promptly. Please be considerate and make every effort to be on time and stay
until class ends. Late entrances and early exits are distracting to me and to your
fellow classmates. All announcements will be made and administrative issues will be
addressed at the beginning of class, and the next class’s assignment will be given at
the end of the class, so it is important to be present for both the beginning and the
end of class.
D.
Class Discussion. You will learn quickly that there are few, if any, issues
upon which all lawyers, judges, or commentators agree. Consequently, there are
likely to be a number of issues discussed during the semester that will elicit
contrasting views among the students in the class. In the course of class discussions,
you are free to disagree with the holdings in the cases, the opinions of your
classmates, and even with me. However, all comments, opinions, and remarks
made in class must be respectful and civil.
E.
Class Decorum. My general approach to teaching law school is to treat you
like the adults you are. Accordingly, notwithstanding the above rules regarding
attendance, participation, and civility, there are not many classroom rules in my
class. However, certain classroom behavior can be distracting to other students and
impair their ability to have a successful learning experience. Accordingly, please
refrain from activities that will be distracting or upsetting to your fellow classmates
or to me. Such activities may include (but are not limited to): ringing, beeping, or
vibrating cell phones; performing functions on your computer that others can see
that are not classroom related (e.g., playing games, instant messaging, sending
emails, visiting websites, watching videos); eating excessively loud foods; and
having side conversations with fellow students. I will not be coming through the
classroom to police such activities. But I do expect that if you are told by a fellow
classmate or by me that your activities are distracting to the classroom learning
environment, you will refrain from such activities in the future.
III.
Examinations and Grading
Grades will be based primarily on the final exam scheduled by the College of Law. It
will be a four-hour exam. The exam will likely consist of short or long answer essay
questions, but may also consist of some multiple-choice questions and/or other
types of questions as well. The specific format will be announced in class as the
exam period approaches.
In addition to the exam, your grade could be affected negatively because of too many
absences (see above) or positively because of excellent class participation. I may
increase a student’s grade one step (i.e., B to a B+) for exceptional classroom
performance. Please do not mistake quantity for quality. It is not the frequency of
your participation that matters as much as the quality of your contribution to the
class discussion. However, because I generally do not use this discretion very often,
you should not spend too much time worrying about how you can get a bump up in
your grade. Instead, you would be well-advised to spend that energy on getting a
good grade to begin with.
IV.
Reading Assignments
Below are the materials you are required to read. Please refer to the appropriate
sections of the Restatement (Second) of Contracts or the UCC (both in the statutory
supplement) along with the assigned portions of the text. I reserve the right to
modify this assignment schedule as needed. Please note that the assignment
numbers do not correlate exactly to the days our class meet. Some assignments will
take us more than one day to cover and some days we will cover more than one
assignment.
Ass. No. Topic
1
Introduction to Contract Law & Problem 1-1
1) Is there a contract?
2
Offer and Acceptance in Bilateral Contracts
3
Offer and Acceptance in Unilateral Contracts
4
Postponed Bargaining
5
Review of Offer & Acceptance
6
Consideration
7
Applying the Consideration Doctrine
8
Contract Formation Under Article 2 of the UCC
9
Firm Offer
10
Battle of the Forms
11
Electronic Contracting
12
Promissory Estoppel
13
Pre-Acceptance Reliance
14
Restitution
15
Promissory Restitution
16
Statute of Frauds
17
Statute of Frauds under the UCC
2) If so, what are its terms?
18
Principles of Interpretation
19
Parol Evidence Rule
20
Implied Terms
21
Implied Obligation of Good Faith
22
More Implied Obligation of Good Faith
Pages
1-17
31-60
61-73
73-94
94-97
97-113
113-132
142-153
155-158
159-186
188-206
209-235
247-276
276-308
303-322
325-359
359-371
373-393
405-439
457-467
468-484
489-510
23
Warranties
24
25
26
27
3) Defenses and Breach
Minority and Mental Incapacity
Duress and Undue Influence
Misrepresentation and Nondisclosure
Unconscionability
28
29
30
31
32
33
34
35
36
37
38
39
40
Public Policy
Mistake
Changed Circumstances
Modification
Express Conditions
Material Breach
Anticipatory Repudiation
4) If the contract has been breached, what are the damages?
Expectation Damages
Restrictions on Damages
Mitigation
Reliance Damages
Restitution Damages
Specific Performance
515-525,
526-532
533-553
553-571
571-593
599-612,
623-626
638-663
667-688
688-715
717-734
787-800
809-827
828-845
847-867
874-891
891-909
971-988
989-1013
1027-1036