CONTRACTS – FALL 2018
Reading and Class Assignments
How to read the Syllabus: Each assignment below corresponds tentatively to one class period. Reading assignments often will not be announced in class or otherwise posted. Students should assume that the next assignment will be discussed during the next class period and read and prepare accordingly. We will have more class meetings than there are assignments, in order to accommodate class discussion of the required writing assignments as well as the likelihood that we will not complete discussion of each assignment in a single class session.
The amount of material to be covered in class, the order of the assignments, and/or the contents of a particular assignment may be changed by prior announcement.
Each assignment includes up to three different sorts of readings:
Required: The cases identified for each assignment are the principal cases to be discussed that day. These are free, open materials that can be downloaded at the links following the case name. PDF and MS Word docx versions are available. Each student may print as much or as little of each file as needed or desired. The files may be annotated, edited, and/or cut-and-pasted.
Required: Where a case refers to the Uniform Commercial Code (UCC) or to the Restatement (2d) of Contracts (“Restatement”), each student is responsible for locating (in Knapp, et al., Rules of Contract Law (2017-2018), or elsewhere) and reading the section(s) of the statute and/or the Restatement to which the case or other material refers. Most assignments below refer to relevant key sections of the Restatement and of the UCC.
Recommended: The page numbers listed under “Hillman” refer to Robert A. Hillman, Principles of Contract Law (3rd ed. 2014). These readings are strongly recommended but are not required. The material in Hillman is intended to supplement and provide context for the principal cases listed with each assignment. In-class discussion will center on the cases and related sections of the Restatement and Article 2 of the UCC.
Optional: Several of the assignments include links to optional (but, one hopes, entertaining and/or interesting and useful) supplemental material. Some provides historical context for the assigned cases; some consists of clips from motion pictures and television shows that illustrate related contracts themes. In some cases, these illustrate the assigned readings. In some cases, they are funny takes (to some) on relevant legal points. Partly these should enliven what is sometimes regarded as dry material. Partly they should help students see how contracts and the law of contracts is represented in popular culture, sometimes accurately and sometimes not. Law can teach us something about what we see in everyday experience. Everyday experience can also teach us something about law. Some of the film clips contain spicy [NSFW] language.
Really, really optional – but useful: There is a vast secondary literature on contract law, legal theory, economics, and social justice. Students interested in public policy, legal theory, and research on the character and impact of contract law may find the following sources of particular interest as introductions to some of the larger questions involved. Do contracts and contract law matter? If so, to whom? And how?
- Stewart Macaulay, Non-Contractual Relations in Business: A Preliminary Study, 28 American Sociological Rev. 1-19 (1963) [This classic study questioned the extent to which businesses rely on formal contracts in planning and running their businesses.]
- Margaret Jane Radin, Boilerplate: The Fine Print, Vanishing Rights, and the Rule of Law (Princeton University Press, 2013) (Chapter 1, which is an overview of the book, is available here for free)
- Steven Shavell, Economic Analysis of Contract Law
The list of supplemental materials may be updated from time to time. Class members are welcome to suggest revisions and additions to the list.
LIST OF CLASS ASSIGNMENTS
Required and recommended materials
I. INTRODUCTION TO THE CLASSICAL MODEL OF CONTRACT
Class 1 (the first day of class): : Introduction to Contract Law – Promises, Enforcement, and Remedies
II. WHAT IS A PROMISE, AND WHAT MAKES A PROMISE LEGALLY ENFORCEABLE?
Class 2: Mutual Assent and Intention to be Bound
- Video: The classic Hitchock movie Strangers on a Train (1951) centered on a pivotal conversation in which one man (Bruno, played by Robert Walker) described his idea for a “perfect murder”: each of the two men would murder someone that the other man wished to be rid of. The other man (Guy, played by Farley Granger) allegedly agreed to the plan. Bruno later murdered Guy’s wife, but Guy refused to follow through with his “agreement” to murder Bruno’s father. Hitchcockian calamity ensued.
- Video: The Pepsi commercial at issue in Leonard v. Pepsico.
- Video: Pepsi and its ad agency later produced an updated version of the commercial. Here is the revised commercial.
- News: CBS News covered the case and interviewed the plaintiff.
- News: The Pentagon claimed that private citizens can’t buy Harrier jets.
- News: Under some circumstances, anyone can buy a Harrier on eBay.
Class 3: Contract Formation 1 – Offer and Acceptance
- Video: The negotiating process has a long and distinguished history in film. Here is a clip from Casablanca (1942).
- Video: Julia Roberts, as Erin Brockovich (2000), was quite the bargainer [NSFW].
- Video: Erin Brockovich’s boss, played by Albert Finney, was also a skilled negotiator.
- Video: Joe Isuzu narrated this classic “Isuzu Pup” commercial from 25 years ago.
- Video: Here is a second Joe Isuzu commercial.
Class 4: Contract Formation 2 – Unilateral Contracts and Option Contracts
Class 5: Contract Formation 3 – Sales of Goods
Class 6: Consideration 1 – Basics
Class 7: Consideration 2 – The Pre-Existing Duty Rule
- History: Some classic contracts cases have inspired researchers to dive deeply into their facts. Kirksey v. Kirksey is one of those cases [this is a longer-than-typical piece of supplemental information].
- History: The Alaskan canned salmon industry was enormous and profitable and attracted a lot of historical analysis.
- Video: Alaska Packers’ Association v. Domenico inspired this song and video.
[At approximately this point, we will devote two class sessions to the content of the first assignment and to issue spotting and the elements of writing a legal memo. The first assignment will be distributed on Monday, September 10, 2018 and will be due on Monday, September 24, 2018 at 3 pm. We will also devote a class session to the first assignment after the memos have been graded and returned.]
Class 8: Promissory Estoppel 1 – Reliance
- Video: Dr. Martin Luther King, Jr. delivered “I Have a Dream” at the March on Washington (1963).
- Video (the first entry may be blocked): Dr. Martin Luther King, Jr. delivered “I Have a Dream” at the March on Washington (1963).
- If all else fails, read the transcript of Dr. King’s speech.
- Video: Lucy and Charlie Brown.
Class 9: Promissory Estoppel 2 – Benefits Received
- History: Here is a timeline of significant developments in the history of private pensions in the United States.
- History: This article expands the timeline in order to document legal milestones in the history of retirement.
- Video: In Speed (1994), Howard Payne, played by Dennis Hopper, reacted poorly to the small pension and gold watch that he received when he retired.
Class 10: Statute of Frauds
- History: Elizabeth Arden was the business name adopted by Florence Nightingale Graham.
- History: She was largely responsible for the development of the modern cosmetics industry.
- Video: A short history of makeup.
- History: All about tobacco barns.
- Video: Tom Cruise, in Jerry Maguire (1996), learned about the perils of oral contracts. The player’s father later reneged on the deal.
Class 11: Mistake and Misunderstanding
- Video: Sherwood v. Walker inspired this country tune.
- History: A mostly sober review of the background to the Sherwood v. Walker.
- History: Hiram Walker is better known today for his whiskey.
- Poetry: Yes, poetry about a pregnant cow.
- Video: The classic case of mistake and misunderstanding was illustrated by Abbott & Costello.
Class 12: Fraud and Misrepresentation
- Video: Jennifer Lopez and Richard Gere, from Shall We Dance (2004).
- Video: Patrick Swayze and Jennifer Grey, from Dirty Dancing (1987).
- Video: Kevin Bacon and Chris Penn, from Footloose (1984).
- Video: “Dance, Monkee, Dance” from The Monkees (1960s televison series). In this episode, the Monkees were tricked into signing lifetime contracts for dance lessons. Hijinks ensued as the band tried to get out of the deal.
- Video: Grand Moff Tarkin bullied Princess Leia in Star Wars (1977).
Class 13: Definiteness and Incompleteness
III. INTERPRETING AND ENFORCING AGREEMENTS
Class 14: Contract Interpretation
Class 15: Parol Evidence 1
Class 16: Parol Evidence 2
- Video: The implosion of Three Rivers Stadium.
- History: Unhappy fans sued the Steelers.
- History: More unhappy fans sued the Steelers.
- About the case: Three key documents from Yocca v. Pittsburgh Steelers
- History: About the 1973-1974 oil embargo.
- History: About the gas shortages of the early 1970s.
- History: What the gas crisis looked like.
Class 17: Interpretation and Implied Terms
Class 18: Warranties
Class 19: Duress and Modification
[At approximately this point, we will devote another class session to the content of the second assignment and to identifying facts, legal analysis, and writing a legal memo. The second assignment will be distributed on Monday, October 1, 2018 and will be due on Monday, October 15, 2018 at 3 pm. We will discuss the assignment again in class after the memos have been graded and returned.]
Class 20: Impossibility and Impracticability
IV. PERFORMANCE AND BREACH OF CONTRACT
Class 21: Express Conditions
- Video: In The Quiet Man (1952), Sean Thornton (John Wayne), married Mary Kate Danaher (Maureen O’Hara), but without the permission of Mary Kate’s brother and Sean’s nemesis, Will Danaher (Victor McLaglen) and without delivery of the customary dowry, or “fortune.” When Thornton demanded the fortune, Danaher refused. This clip picks up the story via one of the most famous scenes of its type in Hollywood history.
Class 22: Breach of Contract 1 – Material Breach
- History: The house at issue in Jacob & Youngs, Inc. v. Kent.
- Video: Motion pictures involving home construction are few and far between. Here is a scene from Mr. Blandings Builds His Dream House (1948), a comedy starring Cary Grant and Myrna Loy.
- Video: Why Charlie did not get a lifetime supply of chocolate, from Willy Wonka and the Chocolate Factory (1971).
Class 23: Breach of Contract 2 – Repudiation
[At approximately this point, we will devote a class session to the third assignment and to the continuing challenges of writing a legal memo. The third assignment will be distributed on Friday, November 2, 2018 and will be due on Friday, November 16, 2018 at 3 pm. As before, we will discuss the assignment in class after the graded memos have been returned.]
Class 24: Remedies 1 – General Measures of Damages
Class 25: Remedies 2 – Foreseeability
- History: The industrial context of Hadley v. Baxendale.
- History: Federal Express Terms and Conditions.
- History: The origin of the term “boilerplate.”
- Video: Willy Wonka’s contract, from Willy Wonka and the Chocolate Factory (1971).
- Video: “Who are those guys?,” from Butch Cassidy and the Sundance Kid (1969).
Class 26: Remedies 3 – Avoidability
Class 27: Remedies 4 – Liquidated Damages
Class 28: Remedies 5 – Specific Performance
VI. LIMITATIONS ON ENFORCEMENT
Class 29: Limitations on Enforcement 1 – Unconscionability
Class 30: Limitations on Enforcement 2 – Public Policy
- History: Curt Flood’s impact on baseball and professional sports.
- Video: The Faust legend – what happens when you make a deal with the Devil? – was turned into a Disney film (The Little Mermaid (1989)).
- Public policy: Noncompetes are controversial. Some recent research suggests that they are counterproductive in economic terms (an excerpt from a recent book, Orly Lobel, Talent Wants to Be Free (Yale University Press, 2013)).
VII. UPENDING THE CLASSICAL MODEL OF CONTRACT
Class 31: Wrap Contracts
Class 32: Online Consumer Contracts
Class 33: Machine Contracts