Loyola University Chicago
School of Law
Contracts—Section 2
Spring 2016
M, W -- 10:00-12:00
Room 1403, 25 E. Pearson Street
Prof. John M. Breen
Office: Room 1313
E-Mail: jbreen1@luc.edu
Class Policies, Rules and Assignments
I.
MATERIALS
A.
Required Texts
Knapp, Crystal & Prince, Problems in Contract Law: Cases and Materials, (Wolters Kluwer, 7th
ed. 2012)
Burton & Eisenberg, Contract Law: Selected Source Materials (West Academic, 2015 ed.)
B.
Optional Texts
There are a large number of commentaries available on contracts, some more useful than others.
Regardless of what other secondary materials you may choose to employ, I highly recommend that
you make use of a Black’s Law Dictionary or some similar resource available to you (perhaps
online) when reading the assignments for class. The law of contracts is full of legal terms peculiar
to it, and so a resource of this kind can be invaluable. Commentaries on the law of contracts that
you may find helpful, but which are not required for the course, include the following: Blum,
Contracts: Examples and Explanations (Wolters Kluwer, 6th ed. 2013); Chirelstein, Concepts and
Case Analysis in the Law of Contracts (Foundation, 7th ed. 2013); Hillman, Principles of Contract
Law (West Academic, 2014); Calamari & Perillo, The Law of Contracts (West Academic, 7th ed.
2014); Farnsworth, Contracts (Aspen, 4th ed. 2004).
II.
CLASSROOM PROCEDURES
A.
Coverage of Materials
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The list of assignments, set forth below, indicate, in an approximate fashion, the materials to be
prepared and the dates when I expect to cover them in class. This schedule may be changed given
the time required to actually cover the material. There is some flexibility built into the schedule.
Due to the volume of material, not all assignments will receive equal emphasis in class.
B.
Attendance
Attendance in class is mandatory and will be taken in every class. For each absence in excess of
3 classes the student’s final grade will be lowered one full level (e.g. an “A” becomes a “A-“, a
“C+” becomes a “C” etc.) Absence from class in order to attend a religious holiday will not count
as an absence if notice is provided to me in advance.
Students may also be excused from an absence for a verified medical need or other compelling
reason as I so determine. Students who are required to attend a school-sponsored event, such as a
moot court competition, should see me in advance.
You are expected to arrive on time for class. Tardiness will be excused only because of some
unavoidable occurrence.
A sign-in sheet will be used to monitor compliance with the attendance policy. Completing the
sign-in sheet in a fraudulent manner is grounds for expulsion from the course.
C.
Seating Chart
A seating chart will be utilized in class. You will be asked to choose a seat that will be yours
throughout the semester by the fourth day of class.
D.
Preparation and Participation
Preparation is essential to both education in the classroom and success in the legal profession.
Students are expected to be fully prepared for each class. Students who are not prepared must
place a note to that effect on my desk before the start of class. Failure to do so will signify that
the student is prepared. I reserve the right to take class preparation into account when determining
a student’s final grade.
III.
MISCELLANEOUS
A.
Recording
Recording of classes is prohibited except upon written permission from me. I will give permission
only in the case of a verifiable disability that precludes effective note-taking.
B.
Visitors
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Visitors to class are welcome. Permission in advance is not required provided room is available.
Students are not permitted to bring children to class.
C.
Food and Drink
Please feel free to bring coffee, water, soft-drinks and other non-alcoholic beverages to class.
Students are not permitted to eat in class.
IV.
EVALUATION
Your final grade for the course will be based upon a 3 hour final essay examination. As noted
above, your final grade may be adjusted due to your preparedness or absence.
V.
ASSIGNMENTS
January 18
No classes in observance of the Martin Luther King, Jr. holiday
January 20
Introduction, Casebook pp. 1-17; Rulebook, Editors’ Introduction at iii; handouts
January 22 (Friday make-up class for Monday)
Mutual Assent and the Objective Theory of Contract, Casebook pp. 31-43
Ray v. William G. Eurice & Bros., Inc.
Offer and Acceptance: Bilateral Contracts, Casebook pp. 43-53
Lonergan v. Scolnick
Izadi v. Machado (Gus) Ford, Inc.
January 25
Offer and Acceptance: Bilateral Contracts (continued), Casebook pp. 54-60
Normile v. Miller
Offer & Acceptance: Unilateral Contracts., Casebook pp. 61-73
Petterson v. Pattberg
Cook v. Coldwell Banker
January 27
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Postponed Bargaining: “Agreements to Agree,” Casebook pp. 73-94
Walker v. Keith
Quake Construction Inc. v. American Airlines, Inc.
The Doctrine of Consideration, Casebook pp. 97-113
Hamer v. Sidway
Pennsy Supply v. American Ash Recycling
February 1
Applying the Doctrine of Consideration, Casebook pp. 113-126
Dougherty v. Salt
Baksakis v. Demotsis
Applying the Doctrine of Consideration: The Law of Agency and Illusory Promises,
Casebook pp. 126-142
Plowman v. Indian Refining Co.
Comment: The Power of Agents to Bind Their Principals
Marshall Durbin Food Corp. v. Baker
February 3
Contract Formation Under Article 2 of the U.C.C., Casebook pp. 142-155
Jannusch v. Naffzinger
E.C. Styberg Engineering Co. v. Eaton Corp.
Qualified Acceptance: Battle of the Forms, Casebook pp. 159-188
Princess Cruises Inc. v. General Electric Co.
Brown Machine Co. v. Hercules, Inc.
Paul Gottlieb & Co., Inc. v. Alps South Corp.
Problem 2-6
February 8
Electronic and “Layered” Contracting, Casebook pp. 188-207
Hines v. Overstock.com, Inc.
DeFontes v. Dell, Inc.
Promissory Estoppel: Development of the Doctrine, Casebook pp. 209-218
Kirksey v. Kirksey
Harvey v. Dow
February 10
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Promissory Estoppel: Charitable Subscriptions and Commercial Promises,
Casebook pp. 218-247
King v. Trustees of Boston Univ.
Katz v. Danny Dare
Aceves v. U.S. Bank, N.A.
Limiting the Offeror’s Power to Revoke an Offer, Casebook pp. 247-261
James Baird Co. v. Gimbel Bros.
Drennan v. Star Paving Co.
Comment: Contract Law and Business Practice
February 15
Firm Offers, Options and Promissory Estoppel, Casebook pp. 155-158, 261-274
Berryman v. Kmoch
Pop’s Cones v. Resorts International
Restitution in the Absence of a Promise, Casebook pp. 276-295
Credit Bureau Enterprises, Inc. v. Pelo
Commerce Partnership 8098 L.P. v. Equity Contracting Co.
February 17
Restitution in the Family Setting, Casebook pp. 295-308
Watts v. Watts
Promissory Restitution, Casebook pp. 308-323
Mills v. Wyman
Webb v. McGowin
Problem 3-4
February 22
Statute of Frauds: Scope and Sufficiency of Memorandum, Casebook pp. 325-336
Crabtree v. Elizabeth Arden Sales Corp.
Part Performance and Promissory Estoppel Exceptions, Casebook pp. 336-356
Beaver v. Brumlow
Alaska Democratic Party v. Rice
February 24
U.C.C. Statute of Frauds: General Principles, Casebook pp. 359-371
Buffaloe v. Hart
Problem 4-2
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Principles and Sources of Interpretation, Casebook pp. 373-393
Joyner v. Adams
Frigaliment Importing Co. v. B.N.S. International Sales Corp.
February 29
Adhesion Contracts, Casebook pp. 393-405
C & J Fertilizer, Inc., v. Allied Mutual Insurance Co.
Parol Evidence Rule: Classical View and Modern Principles, Casebook pp. 405-430
Thompson v. Libby
Taylor v. State Farm Mutual Automobile Ins. Co.
March 2
Parol Evidence Rule: U.C.C. §2-202, Casebook pp. 431-453
Sherrodd, Inc. v. Morrison-Knudsen Co.
Nanakuli Paving & Rock Co. v. Shell Oil Co.
Rationale for Implied Terms: Classical and Modern Principles, Casebook pp. 457-467
Wood v. Lucy, Lady Duff-Gordon
Leibel v. Raynor Manufacturing Co.
March 7
No classes – Spring Break
March 9
No classes – Spring Break
March 14
Implied Obligation of Good Faith, Casebook pp. 468-489
Seidenberg v. Summit Bank
Morin Building Products Co. v. Baystone Construction, Inc.
Implied Terms (continued), Casebook pp. 489-509
Locke v. Warner Bros., Inc.
Donohue v. Federal Express
March 16
Warranties, Casebook pp. 515-532
Bayliner Marine v. Crow
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Caceci v. Di Canio Construction Corp.
Practice Mid-term Examination
March 21
Minority and Incapacity, Casebook pp. 533-553
Dodson v. Shrader
Hauer v. Union State Bank of Wautoma
Problem 7-1
Duress and Undue Influence, Casebook pp. 553-571
Totem Marine Tug & Barge, Inc. v. Alyeska Pipeline Service Co.
Odorizzi v. Bloomfield School District
March 23
Misrepresentation and Non-Disclosure, Casebook pp. 571-599
Syester v. Banta
Hill v. Jones
Park 100 Investors, Inc. v. Kartes
Review of Practice Mid-term
March 28
No class.
March 30
Unconscionability, Casebook pp. 599-638
Williams v. Walker-Thomas Furniture Co.
Higgins v. Superior Court of Los Angeles
In re Checking Account Overdraft Litigation
Public Policy and Covenants Not to Compete, Casebook pp. 638-663
Valley Medical Specialist v. Farber
R.R. v. M. H. & Another
April 4
Mistake, Casebook pp. 667-688
Lenawee County Board of Health v. Messerly
Wil-Fred’s, Inc. v. Metropolitan Sanitary District
Impossibility, Impracticability, and Frustration of Purpose, Casebook pp. 688-717
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Karl Wendt Farm Equipment Co. v. International Harvester Co.
Mel Frank Tool & Supply v. Di-Chem Co.
April 6
Modification, Casebook pp. 717-734
Alaska Packers’ Association v. Domenico
Kelsey-Hayes Co. v. Galtaco Redlaw
Contractual Limitations on Modification, Casebook pp. 735-744
Brookside Farms v. Mama Rizzo’s, Inc.
April 11
Express Conditions: Classical Principles and Interpretation, Casebook pp. 787-808
Oppenheimer & Co. v. Oppenheim, Appel, Dixon & Co.
J.N.A. Realty Corp. v. Cross Bay Chelsea, Inc.
Material Breach and Constructive Conditions, Casebook pp. 809-827
Jacob & Youngs, Inc. v. Kent
Sackett v. Spindler
April 13
Anticipatory Repudiation and Adequate Assurances of Performance, Casebook pp. 828845
Truman L. Flatt & Sons Co. v. Schupf
Hornell Brewing Co. v. Spry
Computing Expectation Damages: Real Estate Contracts, Casebook pp. 847-862
Crabby’s Inc. v. Hamilton
April 18
Expectation Damages in Employment and Construction Contracts, Casebook pp. 862873
Handicapped Children’s Education Board v. Lukaszewski
American Standard, Inc. v. Schectman
Foreseeability, Certainty, and Causation, Casebook pp. 874-879, 943-950
Hadley v. Baxendale
April 20
Open
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April 25
Open
April 27
Open
April 29
Proposed class review.
May 4
The Final Examination is tentatively scheduled for 1:00 p.m. on this date.
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