Contracts [24 BCL 501 • 4 credits]
Fall Semester 2015
Section 2
M & T 10:40am-12:05pm
Th 11:10am-12:05pm
Room 100A
Professor Emily Houh
Email: emily.houh@gmail.com
Tel: 513-556-0108
Office: 421
Office hours: TBD and by appointment
COURSE DESCRIPTION & OVERVIEW
Contracts, like all of your first-year courses, is one of the most important classes you will take in
law school. It covers the law of exchange transactions – which is to say, in very simplistic terms,
it covers just about everything for which you pay money, as well as many things for which you
don’t. While a significant part of this course covers how contracts and other private agreements
are formed, much of it is concerned with determining the obligations created by the many
agreements people and businesses enter into, when and how those obligations are to be
performed, and what should (and does) happen when those obligations are not performed.
Additionally, and importantly, the study of contract law is also the study of the theory and
history of American law and jurisprudence. In other words, this course is not only about
learning contract doctrines, rules, and cases, but is also about learning to understand, appreciate,
and critique contract law within the larger context of the American legal system and American
society more generally.
STUDENT LEARNING OBJECTIVES
General goals. In part, this course will equip you to:
1. find and identify legal rules, standards, and doctrines in court opinions, statutes, and
other legal texts;
2. distinguish and analogize, in connection with (potential) legal disputes and problems,
different facts and the legal rules and standards that apply to them;
3. using 1 and 2 above, efficiently and accurately identify relevant issues in various types
of contractual disputes and fact patterns, whether encountered in the course materials,
in the classroom, on the bar exam, and/or in practice;
4. learn and understand the theoretical and policy implications of various legal rules,
standards, and doctrines in both abstract and applied terms;
5. construct thorough and effective legal arguments from various perspectives through
your mastery of 1 through 4 above; and
6. coherently and persuasively articulate thorough and effective legal analyses through
your mastery of all of the above.
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 1 of 15
STUDENT LEARNING OBJECTIVES, CONTINUED
Specific performance goals. If you do the work required of you, you’ll be able by the end of the
term to find, learn, analyze, and apply contract law when you are presented with new, unique, and
sometimes baffling legal questions. More specifically, you should be able to:
1. find, read, interpret, and use various and interrelated contract rules, standards, and
doctrines, using as your primary and secondary sources legal opinions (cases) and statutes
(e.g., the Uniform Commercial Code), as well as other legal texts such as the Restatement
(Second) of Contracts;
2. understand how and why contract law has developed and changed as it has, and why
different jurisdictions sometimes have adopted varying approaches to and positions on
particular rules, standards, and doctrines;
3. appreciate the legal theory/ies and policy goals underlying and informing the different
approaches and positions mentioned in 2 above;
4. apply the various rules, doctrines, and norms to different fact situations and problems, and
justify and anticipate different outcomes and conclusions as part of your legal analysis; and
5. achieve a level of comfort with doing all of the above on your feet and in front of your peers
when you are called on.
Go to the next page. 
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 2 of 15
REQUIRED TEXTS
RECOMMENDED TEXTS
You must purchase or rent the following two texts, new
or used. You MUST bring EACH of these texts—
including the Rulebook—to EVERY class session.
E. Allan Farnsworth, Contracts (4th ed.
2004) (Aspen Student Treatise
Series) (“Farnsworth”). This is, in my
opinion, an indispensable resource and
study aid. If you decide not to buy this
treatise and find yourself in need of
assistance as you prepare for class, I
strongly suggest that you take a look at
it in the library, where I have placed a
copy on reserve. There are, of course,
many other contracts treatises and
hornbooks that might work well for you,
but Farnsworth is my favorite.
1. Charles L. Knapp, Nathan M. Crystal, and Harry
G. Prince, Problems in Contract Law: Cases and
Materials (7th ed. 2012) (“Casebook” or “KCP7”);
and
2. Charles L. Knapp, Nathan M. Crystal, and Harry
G. Prince, Rules of Contract Law (2015-16)
(“Rulebook” of “statutory supplement”).
NOTE that a new edition
of the Rulebook is
published
periodically
but not annually. If you
do not want to purchase
this newest 2015-16
edition, you may use the
2012-13 edition, but
nothing older than that.
You MUST bring the
Rulebook with you to
every class. Do NOT use
substitutions or online
editions, either for inclass or out-of-class use.
Brian
A.
Blum,
Examples
&
th
Explanations: Contracts (6 ed. 2013).
The “E&E” series of study aids, of which
this book is a part, is excellent. The
Contracts E&E covers essential contract
doctrines and provides hypos you can
work through, either on your own or
with your study group, to test your
understanding of specific rules and
doctrines. Clear explanations of answers
also are provided. While I do not
recommend that you learn contract law
through the Contracts E&E, I highly
recommend it as a study aid.

A word about commercial outlines and canned briefs
While I don’t prohibit the use of commercial outlines and
canned case briefs, I strongly discourage it.
Students who rely too heavily on commercial outlines and
briefs often gain only a superficial understanding of cases
and doctrines and often have a difficult time synthesizing
material in preparation for the final exam.
Using commercial outlines and case briefs as a substitute
for the hard work of careful reading and analysis of cases
and text simply won’t get you to where you’ll want to be,
either day-to-day or at the end of the semester. So, use
these types of materials sparingly, and at your own risk.

Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 3 of 15
materials usually contain invaluable
information about doctrine, theory, and
policy, and many of the questions I ask in
class will be based on them.
CLASS EXPECTATIONS AND GRADING
On class preparation:
“Professor Houh requires us to prepare in too
much detail for class.”

Read all provisions of the Restatement
and UCC, both of which can be found in
the Rulebook, that are discussed in the
reading assignments.
If you have
difficulty with the provisions, try
diagramming or flowcharting them –
you’ll be surprised at how well this
works. Also, note that with respect to the
UCC, we will focus on Revised Article 1
and (unamended) Article 2.

Get into a study group that actually
studies, and then be accountable to one
another for your work.

If you come across assigned material that
simply makes no sense to you, go first to
Farnsworth (or other hornbooks and/or
treatises) and try to figure it out. This will
serve two purposes: (1) you’ll often find
concrete examples in treatises and/or
hornbooks that will be quite helpful; and
(2) you’ll learn how to use treatises and
hornbooks, which are important legal
research resources more generally. If at
that point you are still perplexed, come to
my office hours or make an appointment
to see me. I welcome the opportunity to
chat with students about the material, but
if you want to talk to me about specific
rules or cases you don’t understand, I
expect that you already will have made a
good faith effort to figure things out on
your own and/or in your study group.
“Sometimes too much time is spent on
discussing policy and theory in class.”
The above quotes paraphrase comments that
have appeared somewhat regularly in my
course evaluations over the years. Although
meant as complaints, these comments
actually assure me that I am doing my job as a
law teacher because when it comes to the law,
details mean everything. Moreover, when
facts are complicated and compelling on both
sides, policy and/or theory often win the day.
At the end of the day, a good lawyer is one
who is, at the very minimum, detail-oriented
and well-prepared; and an exceptional
lawyer is one who is both of these things and
who understands how her analyses and
arguments are informed by and will impact
the “bigger picture” of the law (doctrine +
context + history + theory + policy).
Because I want you all to be exceptional
lawyers someday, I have high expectations
when it comes to class preparation. Here are
a few suggestions for what you should do, at a
minimum, to prepare for my classes:

Read and brief the assigned cases
thoroughly and carefully.

Read (don’t skim!) the assigned notes
following the cases, and read the
assigned Casebook comments. These
Go to the next page. 
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 4 of 15
CLASS EXPECTATIONS AND GRADING, CONTINUED
On Grading and Assessment:
Your grade in this class will be based on:
(1) several written assignments over the course of the semester, ranging in type and
length, together worth a total of 200 points; and
(2) a four-hour final exam worth 400 points.
Thus, your final grade for the course will be based on the available total of 600 points.
Additionally, excellent class participation, preparation, and attendance may, at my discretion, result
in the raising of a final grade for the course by as much as 1/3 of a letter grade (e.g., from a B to a
B+). On the flipside, poor class participation, preparation, or attendance will lower final grades to
varying degrees, at my discretion. Note in particular that excessive absences and/or lateness
will result in a failing grade for this course.
Class participation, including attendance:
You are expected to attend every class session. If you must miss a class, please inform me
ahead of time and obtain notes from your classmates. I check attendance frequently.
I am a heavy user of the Socratic Method and also cold-call on students for a couple of
reasons. First, as mentioned on page 4 of this document, the key to good lawyering is to be
thoroughly prepared. I find that cold-calling in combination with Socratic colloquy most
effectively motivate the largest number of students to prepare adequately for class. Second,
talking in class is good practice for what you’ll have to do in actual practice, whether before
a judge, mediator, with a partner or client, or simply when brainstorming a problem with
your peers. Having said that, please think carefully as you speak so as to avoid stream-ofconsciousness rambling.
Substantively, when preparing for class, keep in mind the student learning objectives set
forth on pages 1 and 2 of this document and follow my suggestions on page 4.
Written assignments:
You will be given a range of different writing assignments over the course of the semester,
which I will discuss in further detail in class. Note that the first of these written
assignments is due in class on the first day of class (August 24). Please see the “First
Assignment” that has been posted both on the UC Law website and TWEN for details about
this written assignment.
Final exam:
The final exam, worth 400 points, will consist either entirely of essay questions, or of some
combination of multiple choice and essay questions. The final exam will be graded
anonymously. I will discuss the final exam in greater detail as the end of the semester
draws nearer.
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 5 of 15
Miscellaneous classroom management issues:
Laptops and technology: While in class, please refrain from emailing, IM-ing, g-chatting,
shopping, playing games, watching videos, and engaging in all the other forms of distraction
offered by your laptop, smart phone, iPad, tablet, and/or other electronic devices.
I strongly discourage “scribing” as a form of note-taking. Though laptops make
transcription of lectures and discussion very easy, I think you’ll learn more from listening to
class discussion, trying to follow along as best you can, using your own judgment in taking
notes about what is important (and accurate/correct), and then reviewing and discussing
your notes after class in study groups or with classmates. Keep in mind that learning how
to take good law school notes now will serve you well in the remainder of your time here.
Finally, please know that I have seriously considered prohibiting the use of laptops in my
classes because of the degree of distraction and disruption it so often produces in the
classroom. However, because I think technology has such great potential as a
teaching/learning tool—if used effectively—I’ve decided not to ban laptops. On that note, I
may try, on occasion, to use online polling tools that enable you to respond to questions via
either your cell phone or laptop. If I decide to use these tools, I will let you know and
instruct you on how to use them. Moreover, if I decide to use them, please be patient, as I
don’t have much expertise when it comes to new technologies.
For discussion of why taking longhand notes is better than doing so on a laptop with respect
to long-term and conceptual learning, see the short article posted on the TWEN site under
“Course Materials.”
Recording of class sessions: Recording of class sessions is NOT permitted unless
specifically authorized by me upon request.
Academic dishonesty: At the risk of stating the obvious, the UC Law Honor Code applies
to this course. Please be sure to read the entire Honor Code, which can be found here:
http://www.law.uc.edu/current-students/resources/honor-council-and-honor-code.
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 6 of 15
And finally, here is some unsolicited advice relating to law school generally (and the first year in
particular). While it’s necessary to take time for self-care and to keep it all in perspective,
remember this:
(Published in The New Yorker, February 8, 1999, by Bruce Eric Kaplan)
Go to the next page for the schedule of assignments. 
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 7 of 15
SCHEDULE OF ASSIGNMENTS
All assignments appearing below, unless otherwise indicated, refer to the 7th edition (2012) of
the Knapp, Crystal, and Prince Casebook (“KCP”). Do not use prior editions of the Casebook!
Relevant provisions of the UCC and the Restatement can be found in the Rulebook.
Please be advised that I may change, add, or drop topics/assignments as warranted via email,
TWEN, and/or in-class announcements.
SESSION
TOPIC AND ASSIGNMENT, WITH CASE NAMES
KCP7 PP
1 / M 8-24
Course Introduction
• See “Assignment for First Day of Class,” posted on both the UC Law website
and the TWEN website for this course.
Supp.
Reading
Packet #1,
pp. 1-40
(skipping
parts as
marked)
2/ T 8-25
Finish Principles of Contract Law
• Reliance / Ricketts v. Scothorn
• Restitution / Cotnam v. Wisdom et al.
• The [3] Principles in Action / Allison v. J.P. Morgan Chase Bank
Supp.
Reading
Packet #1,
pp. 40-58
3 / Th 8-27
Ch. 2: The Basis of Contractual Obligation: Mutual Assent and Consideration
A. Mutual Assent (stop at “1. Intention to be Bound …” – skip this section)
KCP 31-33
4/ M 8-31
2. Offer and Acceptance in Bilateral Ks
• Lonergan v. Scolnick
• Izadi v. Machado (Gus) Ford, Inc.
KCP 43-53
2. Finish Offer and Acceptance in Bilateral Ks
• Normile v. Miller
KCP 54-60
3. Offer and Acceptance in Unilateral Ks
• Petterson v. Pattberg
• Cook v. Coldwell Banker
KCP 61-71
Comment: Remedies for Breach of Contract
KCP 71-73
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 8 of 15
5/ T 9-1
6/ Th 9-3
4. Postponed Bargaining: The “Agreement to Agree”
• Walker v. Keith
• Quake Construction, Inc. v. American Airlines, Inc.
KCP 73-92
B. Consideration (KSN)
1. Defining Consideration
• Hamer v. Sidway
KCP
97-102
1. Defining KSN, cont’d.
• Pensy Supply, Inc. v. American Ash Recycling Corp. of PA
KCP
104-13
2. Applying the KSN Doctrine
• Dougherty v. Salt
KCP
113-16
M 9-7
NO CLASS – HAPPY LABOR DAY!
7/ T 9-8
2. Applying KSN, cont’d.
• Batsakis v. Demotsis
• Comment: Option Contracts, Consideration, and Limiting the Power to
Revoke an Offer
• Plowman v. Indian Refining Co.
• Comment: The Power of Agents to Bind Their Principals
KCP
119-34
C. K Formation under Art. 2 of the UCC
1. Mutual Assent under the UCC
KCP
142-44
(top)
1. Mutual Assent under the UCC, cont’d.
• Jarmusch v. Naffziger
• E.C. Styberg Engineering Co. v. Eaton Corp.
• Comment: Introduction to the CISG
KCP
144-55
2. Irrevocable by Statute: The “Firm Offer”
KCP
155-56
8/ Th 9-10
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 9 of 15
9/ M 9-14
2. Finish Firm Offers, as necessary (see above)
3. Qualified Acceptance: The “Battle of the Forms”
• Review slides posted on TWEN (“UCC 2-207 Battle of the Forms” and “UCC 2207 Flowchart”)
• Princess Cruises, Inc. v. General Electric Co.
• Brown Machine, Inc. v. Hercules, Inc.
• Notes following Paul Gottlieb & Co., Inc. v. Alps South Corp. but not case
itself
10/ T 9-15
3. Finish “Battle of the Forms,” as necessary (see above)
D. Electronic and “Layered” Ks
• Hines v. Overstock.com, Inc.
• DeFontes v. Dell, Inc.
11/ Th 9-17
KCP
188-206
Finish Electronic and Layered Ks, as necessary – see above.
Ch. 3: Liability in the Absence of Bargained-for Exchange: Promissory Estoppel
and Restitution
A. Protection of Promise Reliance: The Doctrine of Promissory Estoppel
1. Promises within the Family
• Harvey v. Dow
12/ M 9-21
13/ T 9-22
KCP
159-78,
184-86
KCP
209-11
(top); 21218
3. Promises in a Commercial Context
• Katz v. Danny Dare, Inc.
• Aceves v. U.S. Bank, N.A. (skim)
• Comment: The Status and Future of Promissory Estoppel
KCP
228-47
4. Limiting the Offeror’s Right to Revoke: The Effect of Pre-Acceptance
Reliance
• James Baird Co. v. Gimbel Bros., Inc.
KCP
247-51
4. Pre-Acceptance Reliance, cont’d.
• Drennan v. Star Paving, Inc.
• Comment: Contract Law and Business Practice
• Berryman v. Kmoch
KCP
251-66
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 10 of 15
14/ Th 9-24
15/ M 9-28
B. Liability for Benefits Received: The Principle of Restitution
1. Restitution in the Absence of a Promise
• Credit Bureau Enterprises, Inc. v. Pelo
KCP
276-88
1. Restitution in the Absence of a Promise
• Commerce Partnership 8098 Ltd. Partnership v. Equity Contracting, Inc.
• Watts v. Watts
KCP
288-308
2. Promissory Restitution
• Mills v. Wyman
KCP
308-13
2. Promissory Restitution, cont’d.
• Webb v. McGowin
KCP
313-21
Ch. 4 – The Statute of Frauds (SoF)
A. General Principals: Scope and Application
• Crabtree v. Elizabeth Arden Sales Corp.
KCP
325-36
17/ Th 10-1
A. SoF Scope and Application, cont’d.
• Beaver v. Brumlow
• Comment: The Historical Development of Law and Equity
• Alaskan Democratic Party v. Rice
KCP
336-56
18/ M 10-5
A. Finish SoF Scope and Application, as necessary (see above)
16 / T 9-29
Ch. 5 – Meaning of the Agreement: Principles of Interpretation and the Parol
Evidence Rule
A. Principles of Interpretation
• Joyner v. Adams
• Frigaliment Importing Co. v. BNS International Sales Corp.
19/ T 10-6
20/ Th 10-8
KCP
373-93
B. The Parol Evidence Rule (PER)
• Thompson v. Libby
• Taylor v. State Farm Mutual Automobile Insurance Co.
• Notes following Sherrod v. Morrison-Knudsen, but not case itself
KCP
405-30,
436-39
B. PER, cont’d.
• Nanakuli Paving & Rock Co. v. Shell Oil Co.
KCP
439-53
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 11 of 15
Week of
10-12
HAPPY FALL BREAK – NO CLASS!
21/ M 10-19
Ch.6 – Supplementing the K: Implied Terms, Good Faith, and Warranties
A. Rationale for Implied Contract Terms
• Wood v. Lucy, Lady Duff-Gordon
• Leibel v. Raynor Manufacturing Co.
KCP
457-67
B. The Implied Obligation of Good Faith
• Seidenberg v. Summit Bank
KCP
468-81
B. The Implied Obligation of Good Faith, cont’d.
• Locke v. Warner Bros., Inc.
KCP
489-99
C. Warranties
• Notes following Bayliner Marine Corp. v. Crow, but not case itself
• Caceci v. DiCanio Construction Corp.
KCP
515-17,
522-25,
526-32
22/ T 10-20
23/ Th 10-22
24/ M 10-26
25/ T 10-27
Ch. 7: Avoiding Enforcement: Incapacity, Bargaining Misconduct,
Unconscionability, and Public Policy
A. Minority and Mental Incapacity
• Dodson v. Shrader
KCP
533-43
A. Minority and Mental Incapacity, cont’d.
• Hauer v. Union State Bank of Wautoma
KCP
542-53
B. Duress and Undue Influence
• Totem Marine Tug & Barge, Inc. v. Alyeska Pipeline
• Odorizzi v. Bloomfield School District
KCP
553-71
B. Duress and Undue Influence, cont’d.
• Finish Odorizzi v. Bloomfield School District, see above
C. Misrepresentation and Nondisclosure
• Syester v. Banta
• Hill v. Jones
• Comment: Lawyers’ Professional Ethics
• Park 100 Investors, Inc. v. Kartes
KCP
571-99
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 12 of 15
26/ Th 10-29
D. Unconscionability
• Williams v. Walker-Thomas Furniture Co.
• Brower v. Gateway 2000
• Brooklyn Union Gas Co. v. Jimeniz
27/ M 11-2
Finish Unconscionability, as necessary (see above)
Supp.
Reading
Packet #2,
pp. TBA
E. Public Policy
• Valley Medical Specialists v. Farber [skip Problem 7-2]
• R.R. v. M.H. & another
28/ T 11-3
Ch. 8: Justification for Nonperformance: Mistake, Changed Circumstances, and
Contractual Modifications
A. Mistake
• Lenawee Country Board of Health v. Messerly
• Wil-Fred’s, Inc. v. Metropolitan Sanitary District
29/ Th 11-5
KCP
667-88
B. Changed Circumstances: Impossibility, Impracticability, and Frustration
• Karl Wendt Farm Equipment v. International Harvester
C. Modification
• Alaskan Packers’ Association v. Domenico
30/ M 11-9
KCP
638-63
KCP
688-704
KCP
717-27
C. Finish Modification, as necessary (see above)
Ch. 10 – Consequences of Nonperformance: Express Conditions, Material
Breach, and Anticipatory Repudiation
A. Express Conditions
• Oppenheimer & Co. v. Oppenheim, Appel, Dixon & Co.
KCP
787-800
B. Material Breach
• Jacob & Youngs, Inc. v. Kent
KCP
809-18
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 13 of 15
31/ T 11-10
32/ Th 11-12
33/ M 11-16
B. Material Breach, cont’d.
• Comment: The Doctrine of Constructive Conditions
• Sackett v. Spindler
KCP
818-27
C. Anticipatory Repudiation
• Truman L. Flatt & Sons Co. v. Schupf
KCP
828-36
Ch. 11 – Expectation Damages: Principles and Limitations
A. Computing the Value of P’s Expectation Damages
• Crabby’s Inc. v. Hamilton
KCP
847-62
A. Computing P’s Expectation Damages, cont’d.
• Finish Crabby’s Inc. v. Hamilton, as necessary (see above)
• Handicapped Children’s Education Board v. Lukaszewski
KCP
853-67
B. Restrictions on the Recovery of Expectation Damages: Foreseeability,
Certainty, and Causation
• Hadley v. Baxendale
KCP
874-79
B. Foreseeability, Certainty, and Causation Restrictions, cont’d.
• Florafax International, Inc. v. GTE Market Resources, Inc.
KCP
879-91
C. Restrictions on the Recovery of Expectation Damages: Mitigation of
Damages
• Rockingham County v. Luten Bridge Co.
KCP
891-95
35/ Th 11-19
C. Mitigation of Damages, cont’d.
• Maness v. Collins
KCP
895-909
36/ M 11-23
D. Nonrecoverable Damages: Items Commonly Excluded from Plaintiff’s
Damages for Breach of Contract
• Zapata Hermanos Sucesores, SA v. Hearthside
• Erlich v. Menezes
• Comment: Recovery of Punitive Damages for Bad Faith Breach of Contract
(skim)
KCP
916-41
(top)
34/ T 11-17
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 14 of 15
37/ T 11-24
Ch. 12 – Alternatives to Expectation Damages
A. Reliance Damages
• Wartzman v. Hightower Productions, Ltd.
• Walser v. Toyota Motors Sales, USA, Inc.
Th 11-26
HAPPY THANKSGIVING – NO CLASS!
38/ M 11-30
B. Restitutionary Damages
• US ex rel. Coastal Steel Erectors, Inc. v. Algernon Blair, Inc.
• Lancellotti v. Thomas
KCP
989-1000
C. Specific Performance
• Notes following City Stores Co. v. Ammerman, but not case itself
KCP
1013-15
C. Specific Performance, cont’d.
• Reier Broadcasting Company, Inc. v. Kramer
KCP
1023-36
D. Agreed Remedies
• Barrie School v. Patch
KCP
1036-52
39/ T 12-1
40/ Th. 12-3
KCP
971-88
Wrap-up
Contracts  Fall 2015  Prof. Houh
Course Introduction & Syllabus  Page 15 of 15