Contracts Important Course Information – Fall 2018

CONTRACTS IMPORTANT COURSE INFORMATION – FALL 2018

About the Course

“Contracts” is a four-credit mandatory course for first-year law students. The course is LAW 5020 in the University of Pittsburgh course catalog. 

Review “Course News” at the course website for additional information and updated assignments.

Prerequisite

There is no prerequisite for this course.

Course Description

The official course description is this:

What promises are legally enforceable? Why does the law enforce those promises? What does it mean to enforce a promise? This course explores those questions, using the basic concepts, principles, and doctrines of contract law, sometimes called “the law of broken promises.” Specific topics include the requirements for formation of a contract (such as offer and acceptance), justifications for enforcing promises (such as consideration or detrimental reliance), justifications for denying or limiting enforcement (such as unconscionability or mistake), interpretation of contract terms, and remedies for breach of contract.

Course Objectives

Here is a fuller description of the goals of the course. (This section may be characterized as providing “learning objectives.” In Contracts, students will:

  • Learn the basic nuts and bolts of American contract doctrine, including how contract law fits into related schemes in tort law and property law.  Much of the reading is oriented to nuts and bolts questions.
  • Learn many of the theories and policies that underlie contract law, and many of the practical contracts consequences and questions that lawyers and their clients face.
  • Understand law and policy in the context of being a lawyer, that is, in the context of representing clients. Simply knowing law and policy for oneself is not enough. Lawyers (and therefore law students) must be able to situate their knowledge in the context of understanding and addressing others’ problems. I will rarely ask students to give me the correct answer to a legal question. I will frequently ask students to exercise their judgment in counseling others and advocating on their behalf.
  • Write. This is a course in legal writing as well as course in the substance of the law.  The basics of the law are learned best when students use the law.  In this class, that means writing.

Let’s Put That Even More Directly

“Contracts” is about promises and agreements, ways in which individuals and organizations organize themselves in legally-enforceable ways.  Sometimes people change their minds about what they promised and agreed to.  Sometimes people (claim that they) didn’t make a promise or agree in the first place.  Sometimes people fail to live up to their promises.  Sometimes people make deals and in doing so rely on relationships that are connected only distantly to their formal “contracts.”

What does the law have to say about each of those things?  More important, what do lawyers, clients, and judges do with that law, to make arguments, draw legally-binding conclusions, resolve disputes, and plan their affairs?

The required reading for the course consists primarily of cases, some statutes, and parts of the Restatement of the law of contracts.  Each of these things, and the collection of them, constitutes “the law of contracts.”  The first and longest sections of the syllabus for the course lay out the “classical” or “traditional” law of contracts as it is found and applied in the laws of the states of the United States.  The final, short section of the syllabus highlights areas and ways in which that “classical” or “traditional” law of contracts applies weakly, or not at all, or with problematic consequences to “contracting” domains.

For each student, the goal is completing the course in Contracts not to memorize the rules of contract law in all of their details.  To repeat:  The goal is not to memorize the details of the law.

Instead, each student’s first goal is to figure out and to be able to state – aloud, and in writing – the core, basic principles of contract law.  Students (and lawyers) usually can look up the rules and their details, and the Hillman hornbook that is assigned for the readings is a pretty good compendium of the rules. There are five to seven core or key principles of basic contract law that every student should carry away from this course long after the semester and the final exam are complete.

Each student’s second goal is to be able to recognize that some problem – some conflict between people or organizations, or some negotiation possibly leading to a deal – poses one or more legal issues that those basic principles address. “This is a contract law problem” is a key instinct that each student should cultivate and carry away from this course.

Each student’s third goal is to be able to use those principles to make arguments and counter-arguments that help a client, or a judge, resolve that conflict or complete that negotiation. The point here is that the key instinct above should be activated in speaking and writing using the language and key concepts of contract law.

At the end of the course, each student should:

  • Be able to write an outline of no more than 1-2 pages of all of the basic principles and concepts of contract law.
  • Be able to use those basic principles and concepts to identify basic legal and factual issues in a new contract law problem (that is, one that the student has not encountered before), and to write up a short, coherent outline of those issues and how they should be addressed in the form of different arguments.
  • Be able to tell which arguments are likely to be good and persuasive ones, and which arguments are likely to be poor and unpersuasive ones, and in each instance, why.

In short, each student should be able to DO contracts law in a basic and foundational way.  The goal of learning how to DO contracts in this course is accomplished in significant part through three hypothetical problems that each student will analyze and write up during the course of the semester, in a group with two other students (in other words:  in three-person teams). By working on these problems each student will practice the skills he or she is trying to learn, and each student will practice them by practicing some the skills that legal professionals need to master in order to succeed:  working collaboratively, and communicating effectively in writing. These three writing assignments – legal memos – will count towards each student’s final grade. We will discuss each hypothetical problem in class after the memos analyzing the problem are submitted; memos will generally be due shortly before we discuss them.  We will also spend some time in class talking about how to assemble a legal memo.  For more on the writing assignments and the group work, see below and the “Writing Assignments” page for this course.

Classroom Computer and Wireless Policy

Students are not permitted to use laptop computers, iPads, or equivalent devices (such as tablets, Kindles, smartphones, and/or iPhones, etc.) in the classroom.  Using anything with a screen or a battery or an on/off switch (even older devices, such as cassette players/recorders and cellular phones) is prohibited.

The ban applies for any and all purposes, including reading materials, notetaking, and/or recording.  Using an electronic or electric-powered device that is not connected to a network is prohibited.  Surfing the Web in class, using the Internet in any other way, texting, IM’ing, and so forth is likewise prohibited. Any and all devices of this sort should be switched off during class and /or safely stowed in bags, backpacks, or briefcases.

If a student device rings, beeps, buzzes, or otherwise “goes off” in class, then that student will be expected to bring treats for the entire class during the following class session.

If a student answers a device during class, accesses a device during class, or otherwise uses a device during class, then the device may be confiscated immediately by Professor Madison and returned to the student by an appropriate Dean, Vice Dean, or Associate Dean of Pitt Law.

If the student leaves the classroom to answer the device, then they may be excluded from the classroom. They will be marked absent for that day and will be permitted to return to class during the next class session.

Class Meeting Time and Place

Class will meet Mondays, Tuesdays, and Wednesdays from 9:00 a.m. to 10:15 a.m. in Room 109. The room location is subject to change. Check the boards on the Second Floor for the most up-to-date information.

Attendance and Preparation

Students are expected to read assignments in advance of the class meeting for which they are assigned. If a student is not prepared to discuss materials assigned for class, that student may be excluded from the classroom and/or mark that student “absent” from that day’s class session.

The Law School’s attendance policy applies to this course, meaning that students must attend at least 80 percent of class meetings in order to receive course credit.  The following policy applies to this course:

The American Bar Association and the University of Pittsburgh School of Law require regular and punctual class attendance (see https://www.law.pitt.edu/pp/attendance). At the beginning of class, as required by the Dean’s Office, an attendance sheet will be circulated. It is each student’s responsibility to ensure that they have signed the attendance sheet before leaving class. Under the attendance policy, if a student does not sign the attendance sheet before leaving class, that student will be marked absent even if the student was actually present in class.

Students are expected to arrive for class on time, which means “before the announced start time for the class.” If a student arrives late (that is, after the announced start time), that student may be excluded from the classroom and/or marked “absent” from that day’s class session.

Students should not leave the classroom during class except for true emergencies. If a student leaves the classroom during class other than for a true emergency, then that student may be excluded from the classroom.  They will be marked absent for that day and will be permitted to return to class during the next class session.

In short:  Students should be prepared, arrive on time, stay in the classroom during class, and engage in the conversation.  

How to Read and Prepare for Class

Learning to read materials for a law school course is a specialized, time-consuming, and often difficult and painful process.

“How to Read a Legal Opinion: A Guide for New Law Students,” by Professor Orin Kerr, is a short and useful introduction to that process. Read it, and re-read it.

When students read a case for class, in general it is wise to read that case three times, carefully and slowly each time. Read the case once to understand the overall theme, logic, and flow of the case. Read it a second time, this time focusing on the facts of the matter as described in the opinion. Read it a third time, this time focusing on the logic of the court’s legal reasoning. Then construct a one-page case brief that can be referred to in class (bring a printed copy, because laptops, iPads, etc. are not permitted) and that can be developed (with other briefs and materials) into a course outline.

Academic Integrity

Students enrolling in this course are expected to comply with the University of Pittsburgh’s Student Code of Conduct, which may be accessed online here.

Students also are expected to comply with the University of Pittsburgh’s and the School of Law’s Guidelines on Academic Integrity which are available at href=”http://provost.pitt.edu/sites/default/files/academic_integrity_guidelines.pdf and http://www.law.pitt.edu/students/policies/academicintegrity, respectively.

Students with Disabilities

It is the policy and practice of the University of Pittsburgh School of Law to comply with the Americans with Disabilities Act, Section 504 of the Rehabilitation Act, and Commonwealth of Pennsylvania requirements regarding students and applicants with disabilities. Under these laws, no qualified individual with a disability shall be denied access to or participation in services, programs, and activities of the University of Pittsburgh School of Law.

Students who require accommodations because of a physical, learning or other disability must be evaluated by the University of Pittsburgh’s Office of Disability Resource Services (ODRS). The ODRS will document and verify the student’s status and make recommendations for appropriate accommodations to the Associate Dean of Students, Kevin Deasy.

If a student has a disability for which the student is or may be requesting accommodation, that student should contact both the office of the Associate Dean of Students in the Law School (Dean Kevin Deasy; deasy@pitt.edu) and the University Office of Disability Resources and Services (“DRS”), 216 William Pitt Union, http://www.studentaffairs.pitt.edu/drs/, Phone 412-648-7890, Video Phone 412-228-5374, Fax 412-624-3346, as early as possible in the semester. DRS will verify the disability and determine reasonable accommodations for this course. The Associate Dean of Students will oversee the implementation of accommodations.

Students should not discuss exam accommodations with professors. The Associate Dean of Students and the Registrar will insure that any testing accommodations are provided through the DRS.

Contacting Prof. Madison

Professor Madison’s office hours are on Monday afternoons from 1:30 p.m. to 3:00 p.m. and at other times by appointment. My office is Room 311. For any and all meetings, students should make every effort to make an appointment via e-mail at madison@pitt.edu.

Required Course Materials

Recommended Course Materials

  • Robert A. Hillman, Principles of Contract Law (3rd edition 2014).

Grading

The grade for this course will be based on three short writing assignments – memos – and on an open book final exam. The substance and format of the memos are summarized below and will be discussed in class as the semester progresses. The due dates are included in the list of reading assignments for the course but they are listed here for convenience:

  • Memo 1 – due Monday, September 24, 2018 at 3 pm
  • Memo 2 – due Monday, October 15, 2018 at 3 pm
  • Memo 3 – due Friday, November 16, 2018 at 3 pm

Grades on the writing assignments will count, in total, for 40% of each student’s final grade, and the final exam for the course will count for 60% of each student’s final grade.

Syllabus Updates and Recent Developments

Course announcements will be posted online from time to time under “Course News”. That page has an RSS feed, so that students can follow it in a reader or otherwise without having to check an email in-box.

Email Policy

Substantive questions from students about the law and the course are welcome via email. In general, those questions will be answered during class, rather than via email, so that the entire class gets the benefit of the exchange.

Writing Assignments and Grading

There will be three (3) writing assignments in this course, each requiring that students produce a written memorandum. All three writing assignments will be graded. 

Memorandum Requirements

Each memorandum (memo) will be based on a written problem distributed via the course website. There will be an opportunity to discuss the problem in class and ask questions about it after it is distributed. Each problem will be based on the readings and classroom discussions. The problems are designed so that they can be completed without independent research.

Memos must be typed or printed using a computer. Unless indicated otherwise in class or on the course website, each memo must be not longer than three [3] typewritten or printed pages, double-spaced, with 1″ minimum margins on all sides. No footnotes are permitted. The following font must be used: Twelve [12] point Times New Roman. Condensing or expanding the font is unacceptable.

Memos will be graded primarily based on the quality of their legal analysis and responsiveness to the assignments. Organization, writing, and professionalism (spell-checking and proofreading) are not primary considerations, but will factor into the grading. It is important to learn early on in a career that professional style and appearance matters to successful advocacy. Good writing and organization trumps mediocre writing and organization, other things being equal.

The problems are designed so as not to have any single correct or even best solution. Each problem will present a range of issues that the memo should identify, analyze, and solve in a creative way.

Memos should be turned in electronically, via the “Memo Assignments” Drop Box at the “Contracts – Fall 2018 – Madison” page at TWEN, on Westlaw. Each memo must be turned in no later than 3 pm on the day(s) that it is due or at such other date and time as may be directed in the instructions for a particular assignment. If a student has difficulty delivering the memo electronically, then the memo may be turned in via hard copy, no later than 3 pm on the due date or otherwise as directed in the instructions for a particular assignment, to the Registrar’s window or to Professor Madison’s assistant, in Room 313.

Because the memos are prepared and graded anonymously, before the first memo is turned in, each student must obtain two (2) numbers from Professor Madison’s assistant, in Room 313.  One number is the student’s own personal ID number for this course. The second number is each student’s team number. Teams will be numbered sequentially in the order in which they sign up for team numbers.  Each student should keep a record of their ID number and their team number.  In case of ambiguity, doubt, or forgetfulness about numbers, Professor Madison’s assistant’s record will be the authoritative and final source of relevant information.

The copy of the memo that is turned in must indicate (i) the team number, (ii) the student ID numbers of the team members, and (iii) the student ID number of the “point person” for the team for the assignment. No student names should appear on or in the memo in any respect.

There will be no extensions or exceptions to memo deadlines. Memos that do not conform to the format instructions above, or that are turned in late, are subject to grade reductions. In extreme cases, they may be disregarded.

Why Include Writing Assignments

Writing assignments are meaningful parts of this course for two reasons. First, the best way to learn something is to practice it, rather than to memorize it.  Doing “Contracts” is much more effective than “studying” Contracts. Second, writing is a practical skill that every lawyer needs to master. All beginning lawyers need as much writing practice as they can get.  Both reasons apply to the first year of law school and to required first year law school courses as well as to upper division courses.

To the best of their ability, faculty teaching different courses for this section will attempt to coordinate due dates for in-semester assignments for those courses, to minimize the likelihood that students will have multiple assignments due at precisely the same time. Inevitably, those attempts will be incomplete, because there are only so many days and weeks in a semester. There will be times during the semester when, as in college and as in high school, students have writing assignments from more than one course. Multiple and overlapping assignments is likewise a fact of professional life for practicing lawyers.

Why Include Group Work

Law is a social profession. Lawyers identify problems and devise solutions. They build arguments and evaluate counterarguments. That’s an interactive process. Some arguments work better than others. Some arguments and strategies succeed; some fail. Law is not, primarily, simply the application of “the law” to “the facts.”

Practicing lawyers do that in teams and in groups, with other lawyers and with clients. Seeing how others do that, listening to them, and responding to them is part of lawyering and part of the process of learning lawyering skills.

In teams, students become both better lawyers and better colleagues when it comes to the substance of their legal judgment and mastery of the law, and students learn what it’s like to interact professionally with others.  Students will hear their judgment questioned and evaluated by their peers, just as they question and evaluate the judgment of others. Thoroughness, reliability, trustworthiness, civility, and timeliness will all be there for development by each student – and for assessment by others. Sometimes this will be an relatively easy and seamless process.  Sometimes it will be stressful and even difficult.

For a one-paragraph summary of reasons why interpersonal skills and teamwork skills are basic to success as a lawyer, read this comment from a former senior partner at a BigLaw firm, now a professor at Penn State Law.

For evidence that legal employers are increasingly evaluating team-based skills in their hiring decisions, read this recent article from the American Bar Association Journal.

For evidence that teamwork and collaborative practice is increasingly fundamental to professional life, read this recent piece from the New York Times.

How Group Work Works

Students will work in groups of three (3) students. During the first week of class, students should select their own group. (Students are not assigned to groups unless dire circumstances present themselves.)  Each group will work together on all three assignments over the course of the semester. Group membership will not rotate.

Selecting group members should follow some thinking about how the team is likely to succeed. Each student should find other students who are similarly minded (open to new ideas and experimentation? focused primarily on minute details?) and have complementary skills (experience interpreting detailed texts? skill as a writer?). Students should consider the extent to which their personal living and transportation needs and schedules provide the flexibility that in-person team meetings requires. (or students with children or students who live some meaningful distance from the law school or who have a job, for example, it is more difficult to coordinate face-to-face meetings than it is for students who live near the law school and/or on their own.

A central purpose of group work is to encourage face-to-face interaction among students.  As a minimum standard, groups must meet in person twice for an hour for each assignment, once before significant work is started on the assignment and once after a first draft has been produced. Each group is welcome (encouraged, even) to work in person more often than this. Additionally, emails or messages among group members asking for comments on a draft or input will be returned within 24 hours.  No faster can be expected; no longer can be acceptable. But that is a minimum.  Members of a group are permitted to agree differently, and, in general, are encouraged to talk explicitly about how they will work collaboratively – their own group “rules of the road.”

For each memo, one person will be the point person who will be responsible for coordinating the work on the memo and writing up the final draft. A different person will be the spokesperson for the group for the day we discuss that memo in class.  The point person and spokesperson responsibility must rotate among group members so that each person is a point person for one of the three memos, and each person is a spokesperson for one of the three memos.

How to Manage Your Group to Success

The groups are “teams” in a literal as well as metaphorical sense. Group members are teammates. Individual success is collective success, and vice versa. Group work for this class offers and early and concrete way for each student to learn and demonstrate the qualities that will make them memorable long after graduating from law school.

We will talk in class about how to collaborate effectively.  Students who need suggestions, structure, or help getting started are encouraged to look at the “Six Thinking Hats” system.  The system is summarized both here and here.  It is documented in a short book — Edward de Bono, Six Thinking Hats (rev. ed. 1999) — that is easily (and inexpensively) available online.

How Memos Will Be Graded

Each memo is graded out of 15 points and will be graded on the following distribution.  15 is the high end; 10 is the low end.  For each memo, roughly half of the grades will be 12s and 11s; half will be 13s and 14s. The rare extraordinary result may receive a 15; the rare inadequate result may receive a 10. Written feedback on the memos will be distributed.

For each memo, the point person gets the grade out of 15.  The others in the group get a proportional grade out of 5. “Proportional” means that the grade out of 15 is divided by 3: 14 is 4.7; 13 is 4.3; 12 is 4; 11 is 3.7; 10 is 3.3. At the end of the semester each student will have a total score out of 25 for the memos.

The Final Exam

The following provides guidance on the form and content of the final exam.