Contracts 1
Professor Jason Yackee
Fall 2015
Day/Time: M & W 4:35-6:35
Room: 2225
Email: jyackee@wisc.edu
Office #: 7106
Office hours: Tuesday, 9:00-11:00 or by appointment
Course Summary
This course offers a first-semester introduction to contract law, mostly from a
common-law perspective. We cover issues of contract formation, contract
enforcement, contract interpretation, excuses or defenses for breach, and contract
damages (remedies).
Text
Required Casebook: MURRAY, CONTRACTS: CASES AND MATERIALS (7th ed. 2015) (Lexis). I
recommend purchasing the less expensive loose-leaf version. There is a more
expensive hard cover version available from Lexis as well, and there is also an
electronic edition. You will also find it helpful to purchase a “document supplement”
that provides excerpts of the key formal sources of contract law (the Article 2 of the
Uniform Commercial Code, or UCC, and the Restatement (2nd) of Contracts). I
recommend the following document supplement: Contract Law and Theory:
Selected Provisions: Restatement of Contracts and Uniform Commercial Code
(2013) by Robert E. Scott and Jody S. Kraus (LexisNexis). Please note: it is
perfectly fine to purchase the 2007 version of the supplement if it is cheaper.
Evaluation
Your grade will depend entirely upon a closed-book end-of-semester exam, though I
may make a handful of adjustments in final grades based upon outstanding class
participation. I will not lower grades for poor participation. We will talk more about
the exam in class.
Class Participation
I do not keep formal track of class participation. However, I do call on students
sometimes (“cold calling”). If you don’t know how to respond to a question, try your
best, and if you are really stuck, just tell me and we will move on. Your inability to
respond to questions will not impact your grade. However, a willingness to try your
best to participate helps make the class more rewarding and interesting for
everyone. It also helps you to become more confident and accomplished in
discussing and arguing about law in public (a useful skill for a lawyer).
Reasonable Accommodation Policy
The Law School complies with federal and state law related to students with
disabilities. If you need an accommodation, please talk with Mike Hall, Director of
Student Life.
Attendance
The ABA requires you to attend class regularly. Excessive absences may result in a
reduction in your grade or a grade of “F” or other consequences. On the other hand,
there is no need to notify me in advance (or after the fact) if you occasionally need
to miss a class for personal reasons (though you can notify me if you wish).
Office Hours
Send me an email if you would like to talk in person, and we will set up a time to
meet. Or stop by during office hours without setting up an appointment.
Assignments
You should read the assignments prior to class, as much as possible. Thinking about
the readings is also helpful, but not required. Your small section professor may
explain the notion of “outlining” to you. You may find outlining helpful for this
course.
Some days you will find “problems” listed on the syllabus. The day before a
particular problem is assigned, I may ask one or more students in the class to
prepare an oral and/or written response to the problem, and/or to be especially
ready to discuss the problem in class the next day. Or we might take time in class to
work in small groups on the problems. These assignments are not graded. We will
not do all of the listed problems.
Please note that the course schedule is subject to change depending on how quickly
or slowly we move through the various topics.
Course Schedule
1
2
Day
Date
WED. 9/2
2nd hour
MON. 9/7
2nd hour
3
WED. 9/9
2nd hour
4
MON. 9/14
5
2nd hour
WED. 9/16
2nd hour
Subject
Intro to course
Intro to remedies 1:
expectation
Intro to remedies 2:
reliance &
restitution
Intro to validation
process
Formation:
Objective Theory
Formation:
Interpreting
Statements
Contemplation of a
final Writing
Missing terms
Negotiations vs.
Offers
Negotiations vs.
offers
Murray page #
1-11
11-23
Security Stove (handout); Matheson v.
Smiley (hand-out)
25-37
Leonard v. Pepsico
(handout); 39-44
44-54
Cases
Huntington Beach;
Freund
Security; Matheson
Harris; Miles
Homes; Harrington
Lucy; Leonard
Balfour; Gault;
Venture
54-60
Arnold Palmer
60-64
64-73
Arbitron
Southworth
73-82
Zanakis-Pico;
Maryland
Supreme;
Interstate
Industries
BC Tire; Synnex
Starlite; Vaskie;
Caldwell
Chaplin; Farley;
Dickinson; Ardente
6
MON. 9/21
2nd hour
Offeror vs. Offeree
Duration
82-89
90-97
7
WED. 9/23
Termination &
Revocation
98-112
Irrevocable & Firm
Offers
Intro to Acceptance
118-128
Pavel; Dahl
134-146
Silence & Notice
146-160
Simmons; Carbolic
Smoke; Empire
Corinthian; Vogt;
Petersen
ProCD
2nd hour
8
MON. 9/28
2nd hour
9
WED. 9/30
Battle of Forms
10
2nd hour
MON. 10/5
2nd hour
Same
Consideration
Consideration
172-175; ProCD v.
Zeidenberg (handout)
Same
197-205
206-219
11
WED. 10/7
Employment at Will
219-227
Knott; Hamer
McKinnon; Schnell;
Thomas
Fisher; Anderson
2nd hour
12
MON. 10/12
2nd hour
13
WED. 10/14
2nd hour
14
MON. 10/19
15
2nd hour
WED. 10/21
2nd hour
Recitals & Illusory
Promises
227-233; 235-238
Requirement &
exclusive dealings
Pre-existing legal
duty rule
Promissory
Estoppel
Pre-Contractual
Reliance; Moral
obligation
UCC & Statute of
Frauds
Parol Evidence Rule
Parol Evidence &
UCC
Interpretation
238-242
245-256
266-280
281-288; 292-302
307-312; 326-40
357-366; 371-374
392-402
411-421
16
MON. 10/26
Mistake
426-434; 437-444
17
2nd hour
WED. 10/28
Same
Fraud & Duty to
Disclose
Same
450-461 Stambovsky
case, 169 A.D.2d 254
(1991); Milliken v.
Jacono, 60 A. 3d 133 2012
448-451; 457-468
2nd hour
18
MON. 11/2
2nd hour
19
WED. 11/4
2nd hour
Intro to
unconscionability
Unconscionability
Unconscionability &
arbitration
Illegal Contracts
Walker-Thomas, at
350 F.2d 445, and
lower court opinion
at 198 A.2d 914)
193-195; 474-485
496-508
Same
509-520
20
MON. 11/9
Breach &
Materiality
560-572; 575-576
21
2nd hour
WED. 11/11
Perfect Tender Rule
Impossibility,
Impracticality, &
Force Majeure
577-588
607-619; 626-632
1464-Eight;
Centerville;
Vanegas
Vulcan; Lady DuffGordon
Slattery; De Cicco;
Angel
Allegheny;
Feinberg
Pop’s Cones;
Passante; In re
Hatten’s
C.R. Klewin;
Azevedo
Traudt; Ralph’s
Smith; Zemco
Frigaliment;
Raffles
Speckel; Anderson;
Lanci; First
Baptist; Estate
Same
Stambovsky;
Miliken
Magliozzi;
Germantown Mfg
Walker-Thomas
Hill; Circuit City;
Quillon
U.S. Nursing; Fine
Foods; Boisen
Wilcox; Metro.
Creditors
Walker; Assoc.
Builders; Jacob &
Young; Jackson
Ramirez; Flatt
Taylor;
Transatlantic; No.
Indiana
2nd hour
22
MON. 11/16
2nd hour
23
WED. 11/18
2nd hour
24
MON. 11/23
2nd hour
*
WED. 11/25
25
MON. 11/30
Damages:
Expectation Interest
& Foreseeability
Damages: Tort vs.
Contract; Certainty
limitation
Hadley; Cricket
Hairy Hand case:
Hawkins v. McGee,
84 N.H. 114, 146 A.
641 (N.H. 1929);
658-661
Same
Sullivan v. O’Connor,
363 Mass. 579, 296
N.E.2d 183 (1973) +
Danzig chapter
Damages: Emotional 662 + Chung 618 P.2D
Distress
283 (1980)
Damages: Mitigation Parker, 3 Cal.3d 176
(1970)
Damages: Lost
Neri, 30 N.Y.2d 393;
Volume Seller
(Michael Jordan case)
(provided via email)
Damages:
668-677
Liquidation
No class:
Thanksgiving Break
Hawkins; The
Drews Co.
CBS; Anderson;
Estate of Frances
Walgreen; Ash
Park
26
WED. 12/2
2nd hour
Damages: Reliance
& Restitution
Specific
Performance
Review
Review
*
MON. 12/14
Final Exam
2nd hour
638-642; 652-656
682-685; 693-700
700-710; Ash Park,
2010 WI 44
Sullivan
Chung
Parker
Neri; In re MCI
Lind