CONTRACTS II
Spring 2009
Professor Hazel Beh
Syllabus
Required Texts:
Knapp, Crystal & Prince, Problems in Contract Law (6th ed.) ("KCP")
Statutory Supplement
Supplemental Cases (referred to as HO in this syllabus)
Grading, Attendance, and Other Matters:
1. I expect regular and punctual attendance. Please request excused absences through Dean Tochiki’s
office. NOTE: Two classes are marked “TBA.” I expect that I may have to travel, and I will adjust the
syllabus when I know my plans. Thanks.
2. I expect you to be prepared. What does that mean? It means you have read the case and can identify
the parties, the facts, the holding and the court’s reasoning. TYPICALLY, I ONLY EXPECT YOU TO
SKIM NOTES – I TRY TO TEACH THROUGH THE CASES.
3. I expect you to dive in and participate when called on and volunteer when you have something to say
that will contribute to our discussion. I expect you to treat each member of our class with respect.
4. If you are going to pass, give me a note beforehand so I don’t embarrass you or myself.
5. Please stop by individually or in study groups to discuss contracts throughout the semester. If you
want to go over your exam from last semester, you should read your exam and the “A” answer before our
meeting. Also, drop off your exam with me a few days before our meeting so that I can give you
meaningful comments.
6. I will give you hypotheticals and other questions based on my past exams so you can see “how I
think.” The format will vary. We will be adventuresome!
7. The exam will be 3 hours. This is a closed book exam. Twenty to thirty questions (1- 1½ hours) will
be will be multiple choice questions.
Course Objectives:
This course integrates theory, doctrine, practice and ethics into the subject of contract law.
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To impart an understanding of basic principles of contract law, including the sources of contract
law, its theoretical underpinnings, and the influences of common law and statutory law in its
development.
In the first semester, to understand principles particularly of contract formation and validity.
In the second semester, to understand defenses to formation, distinctions between breach and
performance, contract remedies, and third party interests in contracts.
To introduce you to foundational lawyering skills, particularly:
o To be able to read and analyze court decisions
o To understand rules and doctrines of contract law
o To analyze, synthesize, and apply the rules of contract law to new fact patterns
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To develop sound legal arguments and to present them, both orally and in writing,
credibly, persuasively, and professionally
To explore the role of lawyers and their ethical obligations in the representation of others
in the context of contract law.
SCHEDULE OF CLASSES
I. Policing the Bargain
Jan. 22
Incapacity KCP pp. 517-537 (Dodson & Hauer) Class Discussion: Problem 7-1
Jan. 23
Duress & Undue Influence KCP pp. 537-56 (Totem Marine; Odorizzi); HO: Standard
Finance v. Ellis
Jan. 29
Fraud KCP pp. 557-67 (Syester); HO: Kang v. Harrington; Island Directory v. Iva
Kinimaka
Jan. 30
The Duty to Speak: Read Restatement 161; HO: Stambovsky; Reed
Feb. 5
Unconscionability KCP 584-610 (Williams v. Walker Thomas & Higgens) HO: Leong;
Piantes
Feb. 6
Illegality KCP 632-54 (Valley Medical; RR v. MH) HO: Shultz v. Lujan
TAKE THE PRACTICE EXAM (30 MINUTES) IN YOUR HANDOUT BY TODAY
II. Justifications for Nonperformance
Feb. 12
PRACTICE EXAM DISCUSSION; Impracticability KCP pp. 684-701 (Karl Wendt)
Feb. 13
Frustration of Purpose KCP 701-09 (Mel Frank); HO: Krell; 7200 Scottsdale Road v.
Kuhn Farm Machinery
III. Consequences of Nonperformance
Feb. 19
Material Breach vs. Trivial Breach KCP 806-17 (Jacobs & Young v. Kent); HO Grun
Roofing v. Cope
Feb. 20
Anticipatory Breach KCP 824-33 (Truman L. Flatt); HO Taylor v. Johnston; Golf Carts
Feb. 26
Express Conditions HO Dove v. Rose Acre; KCP pp. 786-96 (Oppenheimer) (read notes
2-4)
Feb. 27
Excusing Express Conditions: KCP pp. 796-804 (JNA Realty); HO: Clark v. West
IV. Damages
A. Protecting Expectancy
Mar. 5
Expectation Damages: KCP pp. 847-51; 851-861 (Roesch; Handicapped Children’s
Educ. Bd.)
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Mar. 6
Expectation Damages: KCP pp. 861-68 (American Standard)
B. Limitations on Damages
Mar. 12
Foreseeability & Reasonable Certainty: KCP pp. 868-86 (Hadley; Florafax)
Mar. 13
Avoidable Damages (Mitigation of Damages): KCP pp. 886-904(Rockingham; Havil)
HO Parker
Mar. 19
Proving Damages: KCP 904-910 (Jetz); HO: Omura; Chung
C. Nonrecoverable Contract Damages
Mar. 20
Emotional Distress/Punitive Damages: HO: Francis v. Lee; KCP 920-32 (Erlich)
Mar. 23-27
HOLIDAYS
D. Alternative Measures of Damages
Apr. 2
Reliance KCP: 965-75 (Wartzman; Walser)
Apr. 3
Restitution KCP 983-93 (Algernon Blair; Lancellotti)
Apr. 9
Specific Performance & Injunctions: KCP 1008-1010; HO: Walgreens v. Sara Creek,
KCP 1022-1038 (Reier)
Apr. 10
HOLIDAY
Apr. 16
Agreed Remedies KCP 1031-44 (Westhaven’s) HO: Ventura v. Grace
V. Third Party Interests
Apr. 17
Third Party Beneficiaries KCP 741-62 (Vogan; Zigas)
Apr. 23
Assignment & Delegation: KCP 762-81 (Herzog; Sally Beauty)
Apr. 24 & 30
TBA
May 1
REVIEW
Congratulations! You finished your first year!
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