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) 221-4627│ E-mail: jonakang@u.washington.edu
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.
REQUIREMENTS
The course requirements are to:
Attend class very regularly. If you are unable to attend for any reason, please send
me an email 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 email, or by telephone.
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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.
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Winter 2011
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 TO CONTRACTS
Introduction
•
Reading: pp. 1-13; Restatement 2d §§ 1, 2, 4.
Bailey v. West
•
Reading: pp. 13-29; Restatement 2d §§ 5, 16, 18, 20; supplemental materials.
Lucy v. Zehmer; Berry v. Gulf Coast Wings, Inc. (on TWEN)
Indefinite Promises
•
Reading: pp. 29-35; Restatement 2d § 33.
Varney v. Ditmars
•
Reading: pp. 35-41; pp. 299-303; UCC §§ 2-102, 2-105(1), 2-204, 2-305, 2-308,
2-309, 2-310.
D.R. Curtis Co. v. Matthews; Introductory Lecture on the UCC
Consideration
•
Reading: pp. 41-52; Restatement 2d §§ 71, 81.
Hamer v. Sidway; St. Peter v. Pioneer Theatre Corp.
ENFORCING PROMISES – CONSIDERATION & PROMISSORY ESTOPPEL
Consideration Revisited
•
Reading: pp. 127-139; Restatement 2d §§ 71, 81.
Kirksey v. Kirksey; In Re Greene
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Adequacy of Consideration
•
Reading: pp. 139-147; Restatement 2d §§ 79, 208.
Batsakis v. Demotsis; Wolford v. Powers
Promissory Estoppel
•
Reading: 147-162; Restatement 2d § 90.
Haase v. Cardoza; Ricketts v. Scothern
Employment Contracts
•
Reading: pp. 162-175.
Feinberg v. Pfeiffer Co; Hayes v. Plantations Steel Co.
Past Consideration and the Material Benefit Rule
•
Reading: pp. 191-200; Restatement 2d §§ 86, 370.
CONTRACT FORMATION
Offer
•
Reading: pp. 201-15; Restatement 2d §§ 2, 17, 20, 22, 24, 25, 26, 30.
Review Bailey v. West & Lucy v. Zehmer; Read Dyno Construction Co.v. McWane, Inc.;
Lefkowitz v. Great Minneapolis Surplus Store, Inc.
Acceptance
•
Reading: pp. 215-34; Restatement 2d §§ 25, 30, 32, 35, 36, 38, 40-43, 50, 54, 56;
supplemental materials
Ever-Tite Roofing Corp. v. Green; Ciaramella v. Reader's Digest Assoc., Inc.; Carlill
v. Carbolic Smoke Ball Co. (on TWEN)
Revocation
•
Reading: pp. 234-45; 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. 245-60; Restatement 2d §§ 39, 59, 61, 211; UCC §§ 1-201, 1-205, 1-303 (as
amended), 2-102, 2-104, 2-105, 2-204, 2-205, 2-206, 2-207 (both current and amended),
2-208.
Dataserv Equipment, Inc. v. Technology Finance Leasing Corp.; Ionics, Inc. v.
Elmwood Sensors, Inc.
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Computer Licensing
•
Reading: pp. 260-78; UCC §§ 2-204, 2-207 (both current and amended).
Step-Saver Data Systems v. Wyse Technology, Inc.; Hill v. Gateway 2000, Inc.
CONTRACTUAL RELATIONSHIPS
Preliminary Negotiations
•
Reading: pp. 279-299; Restatement 2d §§ 26, 27, 33, 90, 205; UCC § 2-103(b).
Coley v. Lang; Hoffman v. Red Owl Stores, Inc.
Preliminary Agreements
•
Reading: pp. 303-13
Brown v. Cara
Outputs, Requirements, and Exclusive Dealing Arrangements
•
Reading: pp. 313-38; UCC §§ 1-201, 1-205, Revised §§ 1-303, 2-208, 2-306, 2103
Eastern Air Lines v. Gulf Oil Corp.; Empire Gas Corp. v. American Bakeries Co.
Exclusive Dealings Contracts
•
Reading: pp. 338-52; UCC § 2-306; Restatement 2d § 205.
Wood v. Lucy, Lady Duff-Gordon; Bloor v. Falstaff Brewing Corp.
Modification of Existing Agreements
•
Reading: pp. 375-84; Restatement 2d § 205; UCC §§ 2-208, 2-209.
Alaska Packers’ Ass’n v. Domenico
REGULATING THE BARGAINING PROCESS
Duress
•
Reading: pp. 389-409; Restatement 2d §§ 174, 175, 176.
Wolf v. Marlton Corp.; Austin Instrument, Inc. v. Loral Corp.
Fraud: Willful and Negligent Misrepresentation
•
Reading: pp. 409-26; Restatement 2d §§ 162, 164, 167-169.
Spiess v. Brandt; Danann Realty Corp. v. Harris
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Fraud: Disclosure and Concealment
•
Reading: pp. 440-56; Restatement 2d §§ 161.
Obde v. Schlemeyer; Reed v. King
Illegality and Immorality
•
Reading: pp. 480-501
Watts v. Malatesta; In re Baby M
Unconscionability
•
Reading: pp. 52-64, 501-15; Restatement 2d § 208; UCC § 2-302.
Williams v. Walker-Thomas Furniture Co. I; Williams v. Walker-Thomas Furniture
Co. II.; Seabrook v. Commuter Housing Co.; Henningsen v. Bloomfield Motors Inc.
Statute of Frauds
•
Reading: pp. 515-16, 528-37; Restatement 2d §§ 110, 130, 131, 136, 139, UCC §
2-201.
Monetti S.P.A. & Melform U.S.A., Inc. v. Anchor Hocking Corp.
CONTRACT INTERPRETATION
Parol Evidence Rule: Common Law
•
Reading: pp. 541-57; Restatement 2d §§ 209-210, 212-216.
Mitchell v. Lath; Masterson v. Sine
Parol Evidence Rule: UCC; Merger Clauses
•
Reading: pp. 557-78; UCC § 2-202.
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. 578-604; Restatement 2d §§ 201-204, 206, 212; UCC §§ 2-202; 1303 (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.
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PERFORMANCE AND BREACH
Implied & Express Conditions; Divisibility
•
Reading: pp. 621-39; Restatement 2d §§ 205, 224, 227, 234; UCC §§ 2103(1)(b), 2-307, 2-311; 2-612.
Bell v. Elder; John v. United Advertising, Inc.; Howard v. Federal Crop
Insurance Corp.
Modification, Waiver & Estoppel
•
Reading: pp. 644-59; Restatement 2d § 230; UCC § 2-209.
Clark v. West; Wisconsin Knife Works v. National Metal Crafters.
Substantial Performance
•
Reading: pp. 64-72, 681-91; Restatement 2d §§ 237, 241; UCC § 2-601.
Jacobs & Youngs v. Kent; O.W. Grun Roofing & Construction Co. v. Cope; Haymore
v. Levinson
Perfect Tender and Cure
•
Reading: pp. 691-705; Restatement 2d § 241; UCC §§ 2-106, 2-508, 2-601, 2602, 2-607, 2-608, 2-711.
T.W. Oil, Inc. v. Consolidated Edison Co.; Ramirez v. Autosport
MISTAKE & EXCUSE
Risk Allocation and Excuse
•
Reading: pp. 72-93; Restatement 2d §§ 205, 224, 261, 263.
Stees v. Leonard; Taylor v. Caldwell
Mistake
•
Reading: pp. 709-47; Restatement 2d §§ 152-154.
Sherwood v. Walker; Anderson Brothers Corp. v. O’Meara; Aluminium Co. of
America v. Essex Group, Inc.
Impossibility and Impracticability
•
Reading: pp. 760-81; Restatement 2d §§ 261, 263; UCC §§ 3-315, 2-614; 2-615.
Transatlantic Financing Corp. v. United States; Eastern Airlines v. Gulf Oil
Corp.; Aluminium Co. of America v. Essex Group, Inc.
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REMEDIES
Introduction to Remedies: Expectations Damages
•
Reading: pp. 93-107; Restatement 2d §§ 344, 347, 348, 349, 371, 373,
supplemental materials
Hawkins v. McGee (on TWEN); Freund v. Washington Square Press Co.
Calculating Expectations Damages
•
Reading: pp. 863-80; Restatement 2d §§ 344, 347, 348, 349, 371, 373.
American Standard v. Schectman; Peevyhouse v. Garland Coal & Mining Co.
Specific Performance
•
Reading: pp. 107-112, 880-89; Restatement 2d §§ 357, 359, 360; UCC §§ 2-709,
2-716.
Klein v. Pepsico, Inc.; Sedmark v. Charlies’ Chevrolet, Inc.
Reliance and Restitution
•
Reading: pp. 880-911; Restatement 2d §§ 349, 370, 371, 372, 373, 374.
Sullivan v. O’Connor; Kizas v. Webster; United States v. Zara Contracting Co.;
Britton v. Turner.
Foreseeability
•
Reading: pp. 112-121; Restatement 2d §§ 350, 351; UCC § 2-715
Hadley v. Baxendale
The Duty to Mitigate
•
Reading: pp. 968-79.
Rockingham County v. Luten Bridge Co.; Parker v. Twentieth Century-Fox Film
Corp.
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