Contracts *24 BCL 501 • 4 credits+
Fall Semester 2011
Sections 1, 2, 4, and 6
Mondays & Tuesdays 10:40am-12:05pm,
Thursdays 1:30-2:25pm,
Room 118
Professor Emily Houh
Email: emily.houh@gmail.com
Tel: 513-556-0108
Office: 420
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 some 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 aims to 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 2011  Prof. Houh
Course Introduction & Syllabus  Page 1 of 11
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.
Published in The New Yorker, February 8, 1999
by Bruce Eric Kaplan
Contracts  Fall 2011  Prof. Houh
Course Introduction & Syllabus  Page 2 of 11
REQUIRED TEXTS
RECOMMENDED TEXTS
You must purchase the following two texts, new or used.
Also, 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 a staple;
throughout my teaching career, I have
found it to be indispensible. 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 this in the library,
where I have placed a copy on reserve.
There are, of course, many other
contracts study guides 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 (6th ed. 2007) (“casebook” or “KCP6”);
and
2. Charles L. Knapp, Nathan M. Crystal, and Harry
G. Prince, Rules of Contract Law (2009-10 or
2010-11, or 2011-12 statutory supplement)
(“Rulebook” of “statutory supplement”).
NOTE that a new edition
of the Rulebook is
published every year.
You may use any edition
from the past three
years. However, do NOT
use anything older than
the 2009-2010 edition.
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.
E. Allan Farnsworth
1928-2005

A word about commercial outlines and casebriefs
While I don’t prohibit the use of commercial outlines and
casebriefs, 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 casebriefs 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 2011  Prof. Houh
Course Introduction & Syllabus  Page 3 of 11
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 (don’t skim!) all assigned provisions
of the Restatement and UCC, both of
which can be found in the Rulebook,
when they are assigned. 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 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
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 still are having difficulties,
come to my office hours or make an
appointment. I’m always happy to chat
with students about various subjects, lawrelated or not, but if you want to talk to
me about some rule or case you don’t
understand, I will 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 will
prevail. At the end of the day, a good lawyer
is one who is detail-oriented and wellprepared; 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 (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 (don’t
skim!)
the
assigned
casebook
comments.
These materials usually
contain invaluable information about
Go to the next page. 
Contracts  Fall 2011  Prof. Houh
Course Introduction & Syllabus  Page 4 of 11
CLASS EXPECTATIONS AND GRADING, CONTINUED
On Grading and Assessment:
The majority of your grade will be based on a four-hour final exam. I also will consider
excellent class participation, preparation, and attendance, which may result in raising the final
grades as much as 1/3 of a letter grade (e.g., from a B to a B+). Similarly, poor attendance,
preparation, or class participation will lower final grades. Note in particular that excessive
absences may 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 will check attendance
using the clickers that you purchased at the beginning of the term.
I use the Socratic method and cold-call on students, for a couple of reasons. First, as
mentioned on page 4, 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
(and on the fly) 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.
Substantively, when preparing for class, keep in mind the student learning objectives
set forth on pages 1 and 2 of this document. And of course, follow my suggestions on
page 4.
Finally, note that on occasion, I will use the clickers during class to assess your
understanding of the assignments and concepts contained therein.
Final exam:
The final exam will consist of some combination of multiple choice and essay questions
and will be graded anonymously. I will discuss the final exam in greater detail as the
end of the semester draws closer.


At first when
you’re called on,
you might feel
like you’re being
forced to speak
in a Colonel
Sanders suit
before a bunch
of strangers…
…but after a little toughening up…
 … you’ll be WINNING!
Contracts  Fall 2011  Prof. Houh
Course Introduction & Syllabus  Page 5 of 11
CLASS EXPECTATIONS AND GRADING, CONTINUED
Miscellaneous classroom management issues:
Laptops:
While in class, please refrain from emailing, IM-ing, 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.
Also, I strongly discourage “scribing” as a form of note-taking. Though I realize 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, and using your own
developing judgment in taking notes about what is important (and correct!). Keep in mind
also that learning how to take discerning notes now will serve you well in your second and
third years of law school.
Academic dishonesty:
At the risk of stating the obvious, the College of 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.
ASSIGNMENT FOR FIRST DAY OF CLASS – MONDAY, AUGUST 22 – 10:30AM, ROOM 118:
1. Read carefully this Course Introduction & Syllabus.
2. Read “An Introduction to the Study of Contract Law” – pp. 1-17 in the
casebook (KCP6), but skip problem 1-1 on pp. 4-5.
3. Read “Mutual Assent: Objective Theory of Contract” in the casebook
(KCP6) – pp. 21-33. Be prepared to discuss in class the Ray v. William G.
Eurice & Bros. case and the notes following it.
4. Register online for the Westlaw TWEN course I have created for this class,
titled “Contracts (Fall 2011).” The password for the course, which you will
need to register, is: youts. If you do not know how to use TWEN, please
consult with one of the reference librarians. You must register on TWEN for
this class before our first session on Monday, August 22, 2011. You can
access TWEN at http://lawschool.westlaw.com/twen/.
5. Create a one-page document (using whichever word-processing program
you choose) that contains:
a. your full name and the name you prefer to be called;
b. your undergraduate school and background (major/minor; past
career(s)); and
c. a one-sentence description of the last contract you entered into.
Then, using the TWEN “Assignment Drop Box,” submit the above by 9am
on Tuesday, August 23, 2011, to the “Day 1 Assignment” in the Drop Box.
Contracts  Fall 2011  Prof. Houh
Course Introduction & Syllabus  Page 6 of 11
SCHEDULE OF ASSIGNMENTS
All assignments appearing below, unless otherwise indicated, refer to the 6th edition (2007) of the
Knapp, Crystal, and Prince casebook. 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
1 / M 8.22
Course Introduction and Syllabus
• See page 6 of this document and “Assignment for First Day of Class”
2 / T 8.23
Ch. 2 – Mutual Assent: Offer and Acceptance in Bilateral Ks
• Lonergan v. Scolnick
• Izadi v. Machoado (Gus) Ford, Inc.
• Normile v. Miller
33-51
3/ Th 8.25
Ch. 2 – Mutual Assent: Offer and Acceptance in Unilateral Ks
• Petterson v. Pattberg
• Cook v. Coldwell Banker/Frank Laiben Realty Co.
• Comment: Remedies for Breach of Contract
51-63
4/ M 8.29
Ch. 2 – Mutual Assent: Other Methods of Reaching Mutual Assent
• Harlow & Jones, Inc. v. Advance Steel Co.
• Comment: Introduction to the CISG
Ch. 2 – Consideration: Defining Consideration
• Hamer v. Sidway
• Comment: History of Consideration
• Pensy Supply, Inc. v. American Ash Recycling Corp. of PA
63-70
5/ T 8.30
6/ Th 9.1
M 9.5
Pages in KCP6
Ch. 2 – Consideration: Defining Consideration, continued
• See above.
Ch. 2 – Consideration: Applying the Consideration Doctrine
• Dougherty v. Salt
• Comment: The Lawyer’s Role in Counseling for Legal Effect
• Batsakis v. Demotsis
• Plowman v. Indian Refining Co.
• Comment: The Power of Agents to Bind Their Principals
Ch. 2 – Consideration: Applying the Consideration Doctrine, continued
• See above.
Ch. 2 – Issues in Applying Mutual Assent: Effect of Pre-Acceptance Reliance
• James Baird Co. v. Gimbel Bros., Inc.
• Drennan v. Star Paving Co.
71-87
87-107
108-19
LABOR DAY – NO CLASS
Contracts  Fall 2011  Prof. Houh
Course Introduction & Syllabus  Page 7 of 11
7/ T 9.6
Ch. 2 – Issues in Applying Mutual Assent: Effect of Pre-Acceptance
Reliance, continued
• See above, and
• Comment: Contract Law and Business Practice
• Berryman v. Kmoch
Ch. 2 – Issues in Applying Mutual Assent: Irrevocability by Statute: The
“Firm Offer” (UCC § 2-205)
• Problem 2-2 – detailed instructions to be given in class
8/ Th. 9.8
In-class review of Problem 2-2
9/ M 9.12
Ch. 2 – Issues in Applying Mutual Assent: Qualified Acceptance: The “Battle
of the Forms”
• Princess Cruises, Inc. v. General Electric Co. (common law principles)
• Brown Machine, Inc. v. Hercules, Inc. (UCC § 2-207)
• Comment: Battle of the Forms under Revised Article 2
119-22
122-28
138-41
143-63
165-67
10/ T 9.13
Ch. 2 – Issues in Applying Mutual Assent: Agreement to Agree
• Walker v. Keith
• Quake Construction, Inc. v. American Airlines, Inc.
• Comment: The Pennzoil/Texaco Case
167-90
11/ Th 9.15
Ch. 2 – Issues in Applying Mutual Assent: Electronic Contracting
• Brower v. Gateway 2000, Inc.
193-204
12/ M 9.19
Ch. 3 – Promissory Estoppel (“PE”): Promises Within the Family
• Kirksey v. Kirksey
• Greiner v. Greiner
• Wright v. Newman
Ch. 3 – PE: Charitable Subscriptions
• King v. Trustees of Boston University
215-28
Ch. 3 – PE: Promises in a Commercial Context
• Katz v. Danny Dare, Inc.
Ch. 3 – Liability for Benefit Received: Restitution
• Credit Bureau Enterprises, Inc. v. Pelo
• Commerce Partnership 8098 Ltd. Partnership v. Equity Contracting
237-44
Ch. 3 – Liability for Benefit Received: Restitution, continued
• Watts v. Watts
Ch. 3 – Liability for Benefit Received: Promissory Restitution
• Mills v. Wyman
• Webb v. McGowin
273-86
13/ T 9.20
14/ Th 9.22
15/ M 9.26
228-36
253-73
286-99
Ch. 3 – Catch-up and/or review problems (TBD)
Contracts  Fall 2011  Prof. Houh
Course Introduction & Syllabus  Page 8 of 11
16/ T 9.27
Ch. 4 – Statute of Frauds: Scope and Application
• Crabtree v. Elizabeth Arden Sales Corp.
• Comment: The Historical Development of Law and Equity
• Alaskan Democratic Party v. Rice
303-14, 32232
17/ Th 9.29
Ch. 5 – Principles of Interpretation
• Joyner v. Adams
• Frigaliment Importing Co. v. BNS International Sales Corp.
349-70
18/ M 10.3
Ch. 5 – Parol Evidence Rule (“PER”)
• Thompson v. Libby
• Taylor v. State Farm Mutual Auto Insurance Co. (compare with Thompson
v. Libby, above)
382-410
19/ T 10.4
Ch. 6 – The Rationale for Implied K Terms
• Wood v. Lucy, Lady Duff-Gordon
• Leibel v. Raynor Manufacturing Co.
Ch. 6 – Implied Obligation of Good Faith
• Seidenberg v. Summit Bank
• Locke v. Warner Bros., Inc.
437-48
20/ Th 10.6
Ch. 6 – The Rationale for Implied K Terms, continued
• See above.
Week of
10.10
21/ M 10.17
FALL BREAK – NO CLASS
448-62,
470-80,
Ch. 6 – Implied Warranties
• Bayliner Marine Corp. v. Crow
• Caceci v. Di Canio Construction Corp.
Ch. 7 – K Avoidance: Minority and Mental Incapacity
• Pbm. 7-1 (if there’s time)
• Dodson v. Shrader
497-515
22/ T 10.18
Ch. 7 – K Avoidance: Duress and Undue Influence
• Totem Marine Tug & Barge, Inc. v. Alyeska Pipeline
• Odorizzi v. Bloomfield School District
537-56
23/ Th 10.20
Catch-up and/or review problems (TBD)
24/ M 10.24
Ch. 7 – K Avoidance: Misrepresentation and Nondisclosure
• Syester v. Banta
• Hill v. Jones
• Comment: Lawyers’ Professional Ethics
• Park 100 Investors, Inc. v. Kartes
517-26
556-84
Contracts  Fall 2011  Prof. Houh
Course Introduction & Syllabus  Page 9 of 11
25/ T 10.25
Ch. 7 – Finish Misrepresentation and Nondisclosure
• See above.
Ch. 7 – K Avoidance: Unconscionability
• Williams v. Walker-Thomas Furniture Co.
• Comment: Consumer Protection Legislation
• Higgins v. Superior Court
• Comment: Commercial, Employment and Consumer Arbitration
584-610
625-32
26/ Th 10.27
Ch. 7 – K Avoidance: Public Policy
• Valley Medical Specialists v. Farber (skip pbm. 7-2 on pp. 632-33)
• R.R. v. M.H. & another
632-58
27/ M 10.31
Ch. 8 – Excused Nonperformance: Mistake
• Lenawee County Board of Health v. Messerly
• Wil-Fred’s, Inc. v. Metropolitan Sanitary District
663-84
28/ T 11.1
Ch. 8 – Excused Nonperformance: Impossibility, Impracticability, and
Frustration
• Karl Wendt Farm Equipment v. International Harvester
Ch. 8 – K Modification
• Pbm. 8-3 (if there’s time)
• Alaskan Packers’ Association v. Domenico
684-701
713-23
29/ Th 11.3
Ch. 9 – Third Party Beneficiaries
• Vogan v. Hayes Appraisal Associates, Inc.
• Zigas v. Superior Court
741-62
30/ M 11.7
Ch. 9 – Assignment and Delegation
• Herzog v. Irace
• Sally Beauty v. Nexxus Products Co
762-81
31/ T 11.8
Ch. 10 – Express Conditions
• Oppenheimer & Co. v. Oppenheim, Appel, Dixon & Co.
Ch. 10 – Nonperformance: Material Breach
• Jacob & Youngs, Inc. v. Kent
• Comment: The Doctrine of Constructive Conditions
783-96
32/ Th. 11.10
Catch-up and/or review problems (TBD)
33/ M 11.14
Ch. 10 – Nonperformance: Material Breach, continued
• Sackett v. Spindler
Ch. 10 – Nonperformance: Anticipatory Repudiation
• Truman L. Flatt & Sons Co. v. Schupf
806-17
817-24
824-33
Contracts  Fall 2011  Prof. Houh
Course Introduction & Syllabus  Page 10 of 11
34/ T 11.15
Ch. 11 – Computing Expectation Damages
• Roesch v. Bray
• Handicapped Children’s Education Board v. Lukaszewski
• American Standard, Inc. v. Schectman
35/ Th. 11.17
Ch. 11 – Finish Computing Expectation Damages
• See above.
Ch. 11 – Restrictions on Expectation Damages: Foreseeability and
Certainty
• Hadley v. Baxendale
• Florafax International, Inc. v. GTE Market Resources, Inc.
36/ M 11.21
Ch. 11 – Finish Restrictions on Expectation Damages: Foreseeability and
Certainty
• See above.
Ch. 11 – Restrictions on Expectation Damages: Mitigation
• Rockingham County v. Luten Bridge Co.
• Havill v. Woodstock Soapstone Co., Inc.
37/ T 11.22
Catch-up or review problems (TBD)
Th 11.24
NO CLASS – HAPPY THANKSGIVING!
38/ M 11.28
Ch. 11 – Nonrecoverable Damages
• Zapata Hermanos Sucesores, S.A. v. Hearthside
• Erlich v. Menezes
Ch. 12 – Reliance Damages
• Wartzman v. Hightower Productions, Ltd.
39/ T 11.29
40/ Th 12.1
41/ M 12.5
845-68
868-86
886-904
911-32
965-74
Ch. 12 – Reliance Damages, continued
• Walser v. Toyota Motor Sales, U.S.A., Inc.
Ch. 12 – Restitutionary Damages
• U.S. ex rel. Coastal Steel Erectors, Inc. v. Algernon Blair, Inc.
• Lancellotti v. Thomas
Ch. 12 – Specific Performance
• City Stores Co. v. Ammerman
Ch. 12 – Agreed Remedies
• Westhaven Associates, Ltd. V. C.C. of Madison, Inc.
975-83
983-95
1008-21
1031-44
Catch-up and/or review
Contracts  Fall 2011  Prof. Houh
Course Introduction & Syllabus  Page 11 of 11