Spring 2011
LAW 120, Mondays 6:00 – 8:30 pm
F.H. Buckley
Administrative Matters
The class will be an extended conversation about a fundamental institution of private ordering. For the most part, the problems we’ll encounter can be answered by the application of common sense—a proposition I’ll test by asking you to think about the contours of contract law before and during class. Each student is expected to be prepared for every class, and to be ready, willing and able to answer any questions regarding the assigned reading material.
My office is on the 4th Floor, and my phone number is 703-993-8028. Unless a matter requires immediate personal attention, I encourage you to contact me at fbuckley@gmu.edu. If you anticipate that you will be stopping by my office, please drop me an email or let me know after class that you will be coming. If my door is open, feel free to drop in. Which is not to say that I’ll be free to see you immediately, unless you have made arrangements with me in advance.
Grading and Exam
The Final Exam will be on May 5, 2011 at 600 pm. It will be Open Code, which means that you can bring your statutory supplement into the exam room. You will be permitted to annotate it with any notes that you make in it yourself, but you may not add any pages to it. You will not be permitted to bring in any other materials, such as the casebook. Your grade in the class will be based on the final exam. I reserve the right to increase a student’s grade on the basis of exemplary class participation.
Course Materials
Some readings will be posted on my blog, buckleysmix.com (“blog”). Your course materials are Robert E. Scott and Jody S. Kraus, Contract Law and Theory (4 th ed.) (“Scott”); and James E. Byrne,
Restatement 2 nd
Contracts and US UCC Article 2.
First Assignment
The assignment for the first class is Scott 279-313 and 29-41, and related sections of the Restatement and UCC, as listed below. Subsequent readings will be assigned in class.
1

I.
RELATIONAL CONTRACTS
1.
Preliminary Negotiations
Scott 279-99
Restatement §§ 21, 26-27
2.
Indefinite Agreements
Scott 29-41, 299-313
Restatement §§ 33-34, 204-05
UCC §§ 2-103(1)(b), 2-204, 2-206, 2-208, 2-305, 2-308, 2-309
3.
Output, Requirement, Exclusive Dealings
Scott 313-75
UCC §§ 1-201(20), 2-103(1)(b), 2-104(1), 2-204, 2-206, 2-208, 2-305, 2-306,
2-309
4.
Contract Modification
Scott 375-89
Restatement §§ 72, 73, 82, 84-86, 89
UCC §§ 2-209
II.
THE TERMS OF THE CONTRACT
Scott 541-45
2

1.
Identifying the Terms
The Common Law Parole Evidence Rule
Scott 545-56
Rest. §§ 209-18
The UCC Parole Evidence Rule
Scott 557-62
UCC § 2-202
Merger Clauses
Scott 562-78
Rest. § 216 cmt. e, § 209, cmt. b.
2.
Interpreting the Terms
At Common Law
Scott 578-602
Rest. §§ 200-04, 219-23
Under the UCC
Scott 602-18
UCC §§ 1-205, 2-202
III.
CONDITIONS
1.
Implied Conditions
Scott 621-32, 73-84, 632-44
Rest. §§ 224-26, 230, 234, 237-38, 240
UCC § 2-307
3

2.
Express Conditions
Scott 632-44
Rest. §§ 224, 226-27, 229-30
IV.
WARRANTIES
1.
Express and Implied Warranties
Scott 659-81
UCC §§ 2-313 – 2-317
2.
Substantial Performance vs. Perfect Tender
Scott 65-72, 682-705
Rest.
§§ 237, 241-42
UCC §§ 1-205, 2-106, 2-503, 2-507, 2-508, 2-601, 2-602, 2-607,
2-608, 2-711
V.
MISTAKE, EXCUSE, FRUSTRATION
1.
Mistake
Scott 709-47
Restatement §§ 151-57
2.
Excuse: Impossibility and Commercial Impraticability
Scott 747-50, 84-93, 750-81
Restatement §§ 261-70
UCC §§ 2-613 -- 2-615, 2-315
3.
Frustration
Scott 781-94
4

Restatement §§ 265-66
VI.
BREACH
Scott 795-818
Rest. §§ 250-57, 350
UCC §§ 2-609 – 2-611, 2-702
VII.
REMEDIES
1.
The Contractual Measure of Damages
Scott 93-107, 863-80
Rest. §§ 344, 346-48, 352-53
2.
Specific Performance
Scott 880-89
Rest. §§ 345, 357-67
UCC § 2-(716)
3.
Reliance Damages
Scott 889-902
Rest. §§ 349
4.
Restitution
Scott 902-11
Rest. §§ 370-71, 373-77
5.
Punitive Damages
Scott 912-25
Rest. §§ 353, 355
5

Hersheys Ordered to Pay Obese Americans $135B, at http://www.theonion.com/content/node/28407
6.
Uncertainty
Scott 951-57
7.
Forseeability
Scott 113-19, 957-68
Rest. §§ 351
Crème That Egg!, at http://www.youtube.com/watch?v=vrCb_fNmSTA
8.
Mitigation
Scott 968-79
Rest. § 350
Stephen Crane, In the Desert, at http://poetry.poetryx.com/poems/4666/
9.
Liquidated Damages and Penalties
Scott 979-96
Rest. § 356
UCC § 2-718
Merchant of Venice I.iii, at http://www.zuguide.com/index.php#The-Merchant-of-Venice
VIII.
THIRD PARTY RIGHTS
1.
Contract Beneficiaries
Scott 1001-46
Restatement § 302, 311
6

2.
Assignments and Delegation
Scott 1047
Restatement § 321
UCC § 2-210, 2-609
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