CONTRACT LAW 505
Part II–Spring 2014 - § 3
E.Y. Wu, Professor of Law -- Office: 240
Phone - 713-313-7038 or ewu@tmslaw.tsu.edu
Office Hours: Mondays, Wednesdays, and Fridays: 3:15-5:15; all other times by appointment.
N.B. - The Syllabus is subject to modification to accommodate coverage!
CLASSES: 11:00-11:50 (Rm. 202)
COURSE DESCRIPTION and OBJECTIVES
Contract Law is a year-long course, six hours. Basic principles and issues are addressed, which include but are not
limited to the historical and theoretical contexts of contract law as well as the constant evolution that impacts the
“lawyering” aspect of contract law. Contracts formation, interpretation, defenses, non-enforcement, third party
involvement, breach, and remedies are extensively covered. Most of the first semester focuses on formation,
interpretation, and implications of contracts; the spring semester covers defenses, non-enforcement, third parties,
breach, and remedies. The cumulative approach is used in this class; as you expand your understanding of the
subject matter, all aspects are iterated in the reviewing and testing processes to obtain proficiency and check
proficiency. OBJECTIVES – obtain mastery of contract law: formation, conditions, enforcement,
termination, remedies, assumption of the risks – as well as UCC issues: formation, good faith, Statute of
Frauds (SOF), firm offer, battle of the forms, and interpretation of Parol Evidence, and Promissory Estoppel.
SPECIFIC TOPIC COVERAGE
The following areas are specifically covered (Contracts I & II) Sources of Contract Law, which include cases, statutory, the
Restatements, Legal Commentary as well as International Commercial Law’s impact. Additionally, Enforcing Promises – Bases
of Legal Obligation, Reaching Agreement: The Process of Contract Formation, The Statute of Frauds, The Meaning of
Agreement: Principles of Interpretation and the Parol Evidence Rule, Supplementing the Agreement: Implied Terms, the
Obligation of Good Faith, and Warranties, Avoiding Enforcement: Incapacity, Bargaining Misconduct, Unconscionability, and
Public Policy, Justification for Nonperformance: Mistake, Changed Circumstances, and Contractual Modifications, Rights and
Duties of Third Parties, Consequences of Nonperformance: Material Breach, Anticipatory Repudiation, and Express Conditions,
Expectation Damages: Principles and Limitations, Alternatives to Expectation Damages: Reliance and Restitutionary Damages,
Specific Performance, and Agreed Remedies. Supplemental information, including cases, is either posted on TWEN or made
available in class. You are required to read ALL assigned material. READ and BRIEF each case in each chapter, including
supplementary cases!!
CLASS CONDUCT
You are expected to conduct yourself in a professional manner – civility toward classmates is mandatory; this is
graduate school. No cell phones or beepers are allowed in class. No cell phones are allowed on your desks during
examinations. Also, computer use is restricted to note-taking and class related purposes only. Professor Wu reserves
the right to limit computer use during class; if this occurs, you are then required to take notes the old fashioned way,
with a pen to paper. REMEMBER the Comp - preparation and commitment are critical to master the material.
GRADING
FALL 2013
Midterm_____________10 %
Class Fall Final Exam_10% (December 9, 2013)
SPRING 2014
Quizzes:
#1_____________10% (Midterm)
#2_____________10%
#3_____________10%
Final Uniform Exam__50% -- MAY 2014**
PARTICIPATION POINTS: Max 10 (2 points deducted OR added if you are unprepared/prepared – EC*)
You are required to attend class, read all assignments, and participate in discussions. At the beginning of
each class a “recap” (of the last class) is conducted – be prepared to participate. Your grade may be
reduced by ½ letter grade if you exceed the allotted absences; see Student Rules and Regulations for
further details about grade reductions due to absenteeism. Attendance is taken at the beginning of class.
If you enter class after the roll has been called, you must tell me, at the end of class, before I leave the
room that you arrived late. This is your responsibility; failure to alert me will result in an absence, which
may affect your final grade. NO EXCEPTIONS! Do not attempt to address the absence issue in the
hallway or in my office – this policy is strictly enforced; in other words, do not attempt to make an
excuse. The rule will NOT be waived. THE SYLLABUS IS SUBJECT TO ADJUSTMENTS TO ENSURE COVERAGE!
*EC – Extra Credit points are based on class participation, which may be added to the final grade (entire class), “class portion.”
Contracts 505 [Part II], Section 3, spring syllabus (2014)
Page 2
REQUIRED BOOK(S) – (same as last semester)
1. Problems in Contract Law, Cases & Materials Knapp, Crystal, Prince (7th ed., © 2012) [Aspen/ Wolters Kluwer)
2. Supplement – ‘Rule of Contract Law,’ Knapp, Crystal, and Prince, 2012-13 [Wolters Kluwer)
SPRING 2013 READING AND CLASS PREPARATION ASSIGNMENTS
Note: You are to read the applicable UCC and Restatement Sections for each chapter, which are referenced in
class, in handout information, and in the textbook (See also Supplement–Rules of Contract Law—“ROCL”).
WEEK 1, January 6-10, 2014
Monday, January 6, 2014 – Rules of Engagement and Expectations for the Spring Term
Assign Gurus: Rest. ____________/_____________; UCC _____________/____________
Publish/Discuss Grade range for Fall Final Exam (from December 9, 2013) (GRADED: 10%)
Student Conferences Available to Review Final Exam: See Office Hours
st
CASE NAMING EXERCISE – E.g., from 2010-12’s 1 -years (4 words or less/One paragraph max.)
Chapter 8, Justification For Nonperformance: Mistake, Changed Circumstances, and
Contractual Modification, Pages 667-744
READ ALL CASES
READ ALL CASES/ROCL/SUPPLEMENTAL MATERIAL in the SECTION
A. Mistake
B. Changed Circumstances: Impossibility, Impracticability, and Frustration
 Read Problem 8-1
 Read Problem 8-2 (in depth in class discussion)
C. Modification
 Read Problem 8-3
WEEK 2, January 13-17, 2014
Martin Luther King Holiday, Monday, January 20, 2014 - NO
CLASS!
Continue Chapter 8, Justification For Nonperformance, Pages 667-744; continue student
conferences to review fall final exam

Read All Cases in the Section!
WEEK 3, January 20-24, 2014
Continue Chapter 8, Justification For Nonperformance, Pages 663-744
 Read All Cases in the Section!
 In-class exercises
WEEK 4, January 27-31, 2014
Begin Chapter 9, Rights and Duties of Third Parties, Pages 745-786
READ ALL CASES and SUPPLEMENTAL MATERIAL in the SECTIOL: Read ROCL
A. Rights of Third Parties as Contract Beneficiaries
Zigas v. Zigas (SC)
B. Assignment and Delegation of Contractual Rights and Duties
 Read Problem 9-1
Contracts 505 [Part II], Section 3, spring syllabus (2014)
Page 3
WEEK 5, February 3-7, 2014
Continue Chapter 9, Rights and Duties of Third Parties, Pages 745-786
 Read All Cases in the Section!
Start Chapter 11, Expectation Damages: Principles and Limitations, Pages 847-970
A. Computing The Value of Plaintiff’s Expectation
B. Restrictions on The Recovery of Expectation Damages: Foreseeability, Certainty,
and Causation
C. Restriction on The Recovery of Expectation Damages: Mitigation of Damages
D. Nonrecoverable Damages: Items Commonly Excluded From Plaintiff’s Damages
For Breach of Contract
 Read Problem 11-1
E. Buyers and Seller’s Remedies Under the Uniform Commercial Code (UCC)
 Read Problem 11-2
 Read Problem 11-3
F. Justification For The Expectation Damage Rule
**Read Problem 11-4; in-class hypos (review/discuss)
WEEK 6, February 10-14, 2014
Continue Chapter 11, Expectation Damages, Pages 847-970
 Read All Cases in the Section!
WEEK 7, February 17-21, 2014
Presidents’ Day–Monday, February 17, 2014–NO CLASS
Continue Chapter 11, Expectation Damages Pages 847-970
 In-class Assessment Exercises
ASSIGN CASES: Chapter 12, Alternatives to Expectation Damages: Reliance
Damages/Restitutionary Damages/Specific Performance, & Agreed Remedies
 Wartzman v. Hightower Productions, Ltd. _____________________________, pg. 971
 Walser v. Toyota Sales, U.S.A. Inc. ___________________________________, pg. 981
WEEK 8, February 24-28, 2014
Finish Chapter 11
 Read all Cases, Problems, and referenced ROCL.
 Handouts/Exercises
 Continue In-class Exercises
Contracts 505 [Part II], Section 3, spring syllabus (2014)
Page 4
WEEK 9, March 3-7, 2014
MIDTERM EXAM WEEK
QUIZ #1 - MIDTERM– FRIDAY, March 7, 2014
Begin Chapter 10, Consequences of Nonperformance: Express Conditions, Material
Breach, and Anticipatory Repudiation, Pages 787-846
READ ALL CASES and SUPPLEMENTAL MATERIAL in the SECTION: Read ROCL
A. Express Conditions
 Read Problem 10-1
B. Material Breach
C. Anticipatory Repudiation
 Read Problem 10-2
 Read Problem 10-3
 Review MT
WEEK 10, March 10-14, 2014
SPRING BREAK --- NO CLASSES!!
WEEK 11, March 17-21, 2014
Continue Chapter 10, Consequences of Nonperformance: Express Conditions, Material
Breach, and Anticipatory Repudiation, Pages 787-846
Read All Cases, Supplemental Material, and applicable ROCL in the Section
Cont. ASSIGN CASES for Chpt. 12, Alternatives to Expectation Damages: Reliance/
Restitutionary Damages/Specific Performance, and Agreed Remedies, Cont. 983-1007
 U.S. ex rel. Coastal Erectors, Inc. v. Algernon Blair ____________________, pg. 989
 Lancelllotti v. Thomas ____________________________________________, pg. 993
 Ventura v. Titan Sports, Inc. _______________________________________, pg. 1000
Start Chapter 7, Avoiding Enforcement: Incapacity, Bargaining Misconduct,
Unconscionability, and Public Policy, Pages 533-666
READ ALL CASES and SUPPLEMENTAL in the SECTION: Read ROCL
A. Minority and Mental Incapacity
 Read Problem 7-1 after reading Dodson v. Shrader; identify the issues.
B. Duress and Undue Influence
C. Misrepresentation and Nondisclosure
D. Unconscionability
Adler v. Fred Lind Manor (SC)
E. Public Policy
Contracts 505 [Part II], Section 3, spring syllabus (2014)
Page 5
Week 11 Continue Chapter 7 and assigned cases from Chapter 12…



Problem 7-2
Problem 7-3
Problem 7-4
WEEK 12, March 24-28, 2014
Week 13, return Rewrites and distribute Rewrite Memo (requisites)
Continue Chapter 7, Avoiding Enforcement: Incapacity…
Read All Cases and Supplemental Material (including applicable ROCL) in The Section
A. Minority and Mental Incapacity
 Read Problem 7-1 after reading Dodson v. Shrader; identify the issues.
B. Duress and Undue Influence
C. Misrepresentation and Nondisclosure
D. Unconscionability
E. Public Policy
 Problem 7-2
 Problem 7-3
 Problem 7-4
Cont. ASSIGNED CASES: Chapter 12, Alternatives to Expectation Damages:
Reliance Damages/Restitutionary Damages/Specific Performance, and Agreed Remedies
 City Stores co. v. Ammerman _______________________________________, pg. 1015
 Reier Broadcasting Company, Inc. v. Kramer __________________________, pg. 1027
AGREED DAMAGES:
 Westhaven Associates, Ltd. v. C.C. Madison, Inc. _______________________, (SC)
WEEK 13, March 31- April 4, 2014
April 2, 2014, continue Chapter 7, Pages 533-666
 Discuss Problem 7-3
 Problem 12-1, Pages 1012, Chapter 12, Alternatives to Expectation Damages:
Reliance/Restitutionary
Damages/Specific Performance, and Agreed Remedies
QUIZ #2 – FRIDAY, April 4, 2014
Contracts 505 [Part II], Section 3, spring syllabus (2014)
Page 6
WEEK 14, April 7-11, 2014
 Discuss Problem 7-4
Continue In-class Exercises and Chapter 7 and Chapter 12
WEEK 15, April 14-18, 2014
Continue Chapter 7, and Chapter 12 (assigned cases)
QUIZ #3 – Wednesday, April 16, 2014
GOOD FRIDAY – April 18, 2014 – NO CLASS
WEEK 16, April 21-23, 2014
Continue Chapter 7, and Chapter 12 (assigned cases)
Problems 12-2, and 12-3
Wednesday, April 23, 2014 - LAST



DAY OF CLASS!
Grade Reconciliation, Open Discussion and Course Review
Comprehensive Final Exam questions, discussions, or comments.
Review Rewrites, if necessary
NOTA BENE
**SPRING 2014 COMPREHENSIVE FINAL EXAM
SEE TMSL FINAL EXAM SCHEDULE FOR DATE, TIME, AND ROOM!
TMSL Final Exam Period :
April 28 – May 9, 2014
Note - Do not make plans for this period – the final exam schedule is subject to administrative changes.
FYI:
TMSL Hooding – Friday, May 9, 2014
TSU Commencement, Saturday, May 10, 2014
INCREASE YOUR INTENSITY – STAY FOCUSED!