The required reading for the 2014 course consists of the following books:
Macaulay et al., Contracts: Law in Action: Introductory Course, Vol. 1, 3d ed. (Lexis, 2010).
Chirelestein, Concepts & Case Analysis in the Law of Contracts, 7th ed. (Foundation Press, 2013)
Scott and Kraus, Contract Law & Theory: Selected Provisions, 5th ed. (2013).
You must have the correct edition of each book. These books are available for purchase at the bookstore.
Although there is no need to do so, Contracts students often consult a variety of printed sources beyond the required reading. Sometimes these sources enable students to understand better the points made in the reading and during class. Too often, these sources lead students to become obsessed with trivial details and inconsequential doctrinal intricacies.Collateral reading can thus do harm as well as good.
The most popular collateral reading for contracts consists of hornbooks, nutshells, and commercial outlines. These books are all available in the library. Buying inexpensive and out-of-date versions of these books is probably fine.
The four hornbooks most popular with students are:
John D. Calamari and Joseph M. Perillo, The Law of Contracts, 4th ed. (West, 1998);
E. Allan Farnsworth, Contracts, 3d ed. (Aspen, 1998);
John Edward Murray, Jr., Murray on Contracts, 3d ed. (Lexis/Michie, 1990); and
James J. White and Robert S. Summers, Uniform Commercial Code, 5th ed., (West, 1999).
Students may also desire to look at volumes from the West Nutshell Series.The three relevant volumes are:
Jane M. Friedman, Contract Remedies (West, 1981);
Gordon D. Schaber and Claude D. Rohwer, Contracts 4th ed., (West, 1997); and
Bradford Stone, Uniform Commercial Code 4th ed., (West, 1995).
As well, a number of commercial outlines of Contracts exist. About these I have no information. I also understand that there may be interesting and helpful iPhone apps.
This syllabus includes 27 reading assignments. The class meets 28 times during the semester, which means that the there is a tiny bit of flex in the schedule. Each week will typically cover two assignments. Those who do the reading on the weekends should read two assignments ahead and try to re-read or skim the assignments before coming to class on Monday and Wednesday.
There are three assigned books. The supplement contains the Uniform Commercial Code and the Second Restatement of Contracts. When you encounter sections of the Uniform Commercial Code in the reading, you must look up those sections in the supplement. If you do not read the Code, you will never understand it.
There are other two assigned books. One is Chirelstein’s fine book and the other is the casebook. When an assignment includes reading from both of these books, I recommend that you read Chirelstein first and the casebook second, as Chirelstein provides an excellent roadmap to the material. If you can read only one or the other, my former students would recommend that you read Chirelstein.
Professor Russell will supplement class lectures with occasional YouTube videos.
Before the first class, complete the following tasks.
- Listserv. You must immediately sign up for the class listserv. To do that, visit https://groups.google.com/d/forum/k17-russell) You will receive assignments via the listserv, and you will also be required to post assignment to the list. (Do not sign up in digest mode.) Once all or most of the students in the class have subscribed to the list--or on Friday evening or Saturday morning before classes start, Professor Russell will send tasks to the list that must be completed before the first class.
2. Survey. Please complete the anonymous survey.
The results of this survey, which Professor Russell will provide to the class, will reveal demographic details such as average age, political party, religion, veteran status, etc. The survey does not include your name and Professor Russell does not have access to the individual data, so please do not fret that you are being personally investigated.
3. Reading. For the first week of class, expect to complete the first two assignments. Often, evening students like to do all their reading on the weekend.
1. Overview of the Course
Read Chirelstein, Concepts and Case Analysis in the Law of Contracts [hereafter Chirelstein], Chapter 1.
Skim Macaulay et al., Contracts: Law In Action [hereafter CLA], 1-24
2. Warranty = Promises + Stuff Law Injects - Stuff Law Won't Let You Do.
Prepare CLA 629-642
Understand the following UCC sections:
WHAT LAW APPLIES?
3. Does the Civil Code of Hungary Apply?
Prepare CLA 31-49
Look up UCC sections as you encounter them in the text. Read the section and the Official Comments to these sections. In addition, you may find that the sections or the Comments make cross-references to other portions of the Code. You should also read these sections.
Answer the nine problems on pages 46-48. We will discuss these problems in class.
Prepare to discuss the following UCC sections. (Use the Revised Version of Article 1):
1-304 (was 1-203)
1-305 (was 1-106)
REMEDIES a.k.a. DAMAGES
4. “The Expectation Interest: How ‘bout them apples? & Shirley MacLaine”
Read Chirelstein 193-210
Prepare CLA 49-64
5. “Lost Volume”
Read Chirelstein 210-214
Prepare CLA 65-89
6. “Specific Performance and Liquidated Damages”
Read Chirelstein 235-240
Prepare CLA 89-113
7. “Additional Limitations on Recovery of Foreseeability and Certainty”
Read Chirelstein 214-221.
Prepare CLA 113-39
8. “Measuring Loss and Repairing the Harm”
Prepare CLA 195-210
9. “The Reliance Interest: Back to Square Zero”
Read Chirelstein, 221-227
Prepare CLA 139-155
10. “Reliance and Expectation Compared plus Review Problems”
Prepare CLA 219-228. Skip problem 5 for now.
11. “Restitution and Exit: Additional Remedies”
Read Chirelstein 227-235
Prepare CLA 155-183
ENFORCEABILITY AND LONG-TERM RELATIONSHIPS
12. “Rules of Offer and Acceptance”
Read Chirelstein 36-81 [Read all of this quickly first and then later re-read it carefully.]
Prepare CLA 229-246, 258-281
13. “Consideration: Enforceable Exchanges”
Read Chirelstein 12-35, skip 22-27 for now
Prepare CLA 282-315
14. “Get it in Writing: Statute of Frauds”
Prepare CLA 315-331
15. “Franchisor’s Siren Call and Pre-Contractual Reliance”
Read Chirelstein 22-27
Prepare CLA 376-395
DEFENSES AND SOCIAL CONTROL OF CONTENT
16. “Illegal, Against Policy, and Without Capacity”
Prepare CLA 491-521
17. “Duress, Undue Influence, Misrepresentation, and Termites”
Read Chirelstein 82-93.
Prepare CLA 521-541, 551-565
18. “Dance Party”
Colorado Civil Jury Instructions Handout
Prepare CLA 574-582
19. “The Content of Form Contracts”
Read Chirelstein 93-103
Prepare CLA 583-629
20. “Warranties Revisited with Much More Knowledge”
Prepare CLA 629-642
Prepare an answer to the problem on p. 630-631
Prepare CLA 658-686, 710-718
FORMATION AND CONTENT
22. “Mistaken Bids & Gap-Filling”
Reread Chirelstein 59-62, 118-127
23. “Battle of Forms”
Read Chirelstein 74-81
UCC 2-207, Handout
24. “The Parol Evidence Rule and a Little More Warranty”
Read Chirelstein 104-114
Prepare CLA 642-50
25. Conditions and Breach
Read Chirelstein 128-169
Prepare CLA 565-574
BREACH AND EXCUSES
26. “Breach and Mistake, Impossibility, and Frustration”
Read Chirelstein 170-192
27. “Everything Suddenly Becomes Clear”
No reading assignment.