Version August 2018 Course Introduction & Syllabus Page 1 of 12 Contracts I Fall Semester 2018 Room 347 T&Th 4:00-5:25 p.m. Professor Erin R. Archerd Email: [email protected]Tel: 313-596-9834 Office: Room 319 Office hours: T&Th 1:30-3:30 p.m.., W 5:45-6:45 p.m., or by appointment COURSE DESCRIPTION & OVERVIEW Chances are you knew something about contracts before setting foot in a law school classroom. Contract law deals with exchange transactions. It covers just about everything for which you pay money, as well as many things for which you don’t. In this two-semester course, you will begin by looking at how contracts and other private agreements are formed and move on to what parties do when there are disputes about the terms of a contract and whether the other side has performed according to the contract. By the end of this first semester, you should be able to answer, “Is there a contract?” It seems like a simple question now, but you will be surprised how often parties disagree about this. Next semester, we will study the interpretation and enforcement of contracts. STUDENT LEARNING OBJECTIVES This course aims to equip you to: 1. Identify legal rules, standards, and doctrines in court opinions (e.g., case law), statutes (e.g., the Uniform Commercial Code), and other legal texts (e.g., the Restatement (Second) of Contracts); 2. Distinguish and analogize facts and the legal rules and standards that apply to legal disputes and problems; 3. Spot relevant issues in various types of contractual disputes and fact patterns, in the course materials, on the bar exam, and in practice after graduation, including issues related to ethics and professional responsibility; 4. Understand the theoretical and policy implications of various legal rules, standards, and doctrines; and 5. Construct legal arguments from various perspectives through your mastery of 1 through 4 above.
Transcript
Version August 2018
Course Introduction & Syllabus Page 1 of 12
Contracts I
Fall Semester 2018 Room 347 T&Th 4:00-5:25 p.m.
Professor Erin R. Archerd Email: [email protected] Tel: 313-596-9834 Office: Room 319 Office hours: T&Th 1:30-3:30 p.m.., W 5:45-6:45 p.m., or by appointment
COURSE DESCRIPTION & OVERVIEW
Chances are you knew something about contracts before setting foot in a law school classroom. Contract law deals with exchange transactions. It covers just about everything for which you pay money, as well as many things for which you don’t.
In this two-semester course, you will begin by looking at how contracts and other private agreements are formed and move on to what parties do when there are disputes about the terms of a contract and whether the other side has performed according to the contract. By the end of this first semester, you should be able to answer, “Is there a contract?” It seems like a simple question now, but you will be surprised how often parties disagree about this. Next semester, we will study the interpretation and enforcement of contracts.
STUDENT LEARNING OBJECTIVES
This course aims to equip you to:
1. Identify legal rules, standards, and doctrines in court opinions (e.g., case law), statutes (e.g., the Uniform Commercial Code), and other legal texts (e.g., the Restatement (Second) of Contracts);
2. Distinguish and analogize facts and the legal rules and standards that apply to legal disputes and problems;
3. Spot relevant issues in various types of contractual disputes and fact patterns, in the course materials, on the bar exam, and in practice after graduation, including issues related to ethics and professional responsibility;
4. Understand the theoretical and policy implications of various legal rules, standards, and doctrines; and
5. Construct legal arguments from various perspectives through your mastery of 1 through 4 above.
• Brian A. Blum & Amy C. Bushaw, Contracts: Cases, Discussions, and Problems (4th Ed., 2017) (“Casebook”)
A statutory code supplement is not required for this course. We will frequently discuss the Uniform Commercial Code (UCC), Restatement (2d) of Contracts, and the Convention on the International Sale of Goods (CISG) – common sources from which such supplements draw – and you will be provided excerpts as necessary if they are not in your Casebook.
A Word on Commercial Outlines
Do not use commercial outlines or case briefs as a substitute for the hard work of careful reading and analysis of cases and doctrine. Students who rely too heavily on outlines and canned briefs may gain a superficial understanding of cases and doctrine and have a difficult time synthesizing material for the final exam.
RECOMMENDED STUDY AIDS
If you want to purchase additional study materials for Contracts, the hornbook Examples and Explanations (“E&E”) for Contracts by Brian A. Blum is a good complement to the Casebook. You might also try the Chirelstein hornbook.
E. Allan Farnsworth was one of the greats in American contract law and his treatise, Contracts (4th ed. 2005) (Aspen), is one of the few law school books that you may pick up again in your own legal practice. It is dense reading, but it will give you a much deeper look at contract doctrine.
E. Allan Farnsworth 1928-2005
There are, of course, many other study guides and hornbooks that might work well for you. Check then with library to see what’s available before you buy piles of additional materials and consult the Academic Success Department for more examples.
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GRADING AND ASSESSMENT
Contracts I and II will each be 3 units and will be graded separately. This semester, your grade is based on class participation (5%), TWEN surveys (15%), a midterm exam (20%), and a final exam (60%).
Class Participation (5%)
You are expected to attend every class. This includes arriving on time, having prepared that day’s assignment, and paying attention in class. If you must miss a class or leave early, please email me letting me know in advance, or as soon as you are able, and obtain notes from your classmates. I will likely assign you a discussion problem to answer that covers material from the missed class.
The Law School permits four absences for twice-weekly classes. On the fifth, your grade will drop by 0.1 (on a 4.0 scale), the sixth another 0.2, and so on until the ninth absence, at which point you will be dropped from the course with an AW appearing on your transcript.
I will cold-call students in class. Speaking in class prepares you for your actual practice as a lawyer, whether presenting to a judge or jury, negotiating with opposing counsel, explaining a matter to a partner or client, or working with peers to solve a legal issue.
Laptop and cell phone use is not allowed. I do allow accommodations (see below).
TWEN Surveys (15%)
During the semester, I will post 5 (five) TWEN surveys with questions about the course material. Distribution and due dates are noted in the Schedule of Assignments below.
I will grade each survey credit/no credit based on the effort you have made to complete it thoroughly rather than on the number of right or wrong answers you scored. Take these surveys seriously. I use them to determine what topics require additional class discussion. You can use them to double-check your knowledge of the material throughout the semester and to help prepare you for the midterm and final exam.
Midterm Exam (20%)
There will be an in-class midterm exam administered on Thursday, October 11. The exam will consist of true/false and multiple-choice questions, as well as a written essay. We will discuss writing law school exam essays in more detail prior to the midterm.
Final Exam (60%)
The final exam will be held on Thursday, December 6 at 9:00 a.m. The format will be similar to the midterm. Both the midterm and final exam will be open book and open note.
ACCOMMODATIONS Please see the Appendix for information about disability accommodations. If you ever need emergency accommodations such as extra time on a course survey, even if you do not have an accommodation plan, please contact me in advance of that assignment’s due date.
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ON CLASS PREPARATION
“You do the required reading and more…You have to be open-minded and work hard.”
~ Sandra Day O’Connor
“You just have to know when to be tough and stay tough in life! [You] have to be taught this kind of strength, you can learn it.”
~ Sonia Sotomayor
If you approach law school like you approached high school or college, you are unlikely to reach your full potential as a law student and as a lawyer. You will need to develop the study skills and stamina to keep up with the demanding law school curriculum. Never fear. Part of law school is learning these skills.
A good lawyer pays attention to detail and is well-prepared. An exceptional lawyer also understands how arguments are informed by and will impact the “bigger picture” of the law (e.g., how a client’s case is situated within the relevant precedent and policy goals of a particular jurisdiction). You will develop the skills to glean details from legal sources and
then organize and apply that information in ways that are beneficial to your clients.
Because I want you all to be exceptional lawyers someday, I have high expectations when it comes to class preparation. Here are a few suggestions for what you should do, at a minimum, to prepare for class:
• Read and brief the assigned cases thoroughly and carefully.
• Come ready to answer the questions or problems following the cases, especially assigned problems.
• Ask yourself, “How does this case relate to or build on other cases discussed in class?”
• Find a study group in which people actually study and do so consistent with your learning style. Study groups are not for everyone, but you may want to experiment for at least one class to see if they work for you.
• If you come across material that simply makes no sense to you, go first to the E&E (or other sources) and try to figure it out. (1) You’ll often find concrete examples in treatises and hornbooks that are helpful. (2) You’ll learn how to use legal research resources in your future practice.
• If you are still perplexed, come to office hours or make an appointment to see me. I welcome the opportunity to chat with students about the material, but if you want to talk to me about specific rules or cases you don’t understand, I expect that you already will have made a good faith effort to figure things out on your own or in your study group. Law firm partners expect the same effort in actual practice.
• You are welcome to send me short questions via email, but keep in mind I am likely to ask that you come talk with me in person about the answer(s).
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SCHEDULE OF ASSIGNMENTS
All assignments appearing below, unless otherwise indicated, refer to the Casebook. The schedule may change throughout the semester, and I will distribute updated syllabi via email, TWEN, and/or in-class announcements.
Please read the entirety of the listed pages and come prepared to discuss, in detail, any of the cases or problems specifically listed for that day’s class. We may discuss non-listed cases and problems briefly during class.
SESSION TOPIC AND ASSIGNMENT CASEBOOK
1 / T 8.28 Course Introduction
pp. 1-20
2 / TH 8.30 Remedies 101
Kakaes v. George Washington Univ.
Problems 1.2 & 1.4
pp. 21-32
3/ T 9.4 Sales of Goods & the Uniform Commercial Code
Audio Visual Artistry v. Tanzer
Anthony Pools v. Sheehan (on TWEN)
Problem 2.2
pp. 33-50
4/ TH 9.6 UCC Article 2: Intangible Rights and Merchants
Conwell v. Gray Loon
Zaretsky v. William Goldberg Diamond Corp.
Problem 2.4
pp. 50-62
5/ T 9.11 Contractual Assent: The Objective Test
Morales v. Sun Constructors
SR International Business Insurance v. World Trade Center Properties
Problem 3.1
pp. 63-73
6/ TH 9.13 Contractual Assent: The Duty to Read
James v. McDonald’s
Feldman v. Google
Lucy v. Zehmer
Problems 3.4 & 3.5
pp. 73-94
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Survey #1 on TWEN. Due by 11:59 p.m. on Sunday 9.16
7/ T 9.18 Offers I
Fletcher-Harlee v. Pote Concrete Contractors
Babcock & Wilcox v. Hitachi America
Problems 4.1&4.2
pp. 101-115
8/ TH 9.20 Offers II
Leonard v. Pepsi Co. (Read coverage in prior chapter too.)
Sateriale v. R.J. Reynolds Tobacco Co.
pp. 95-99, 115-130
9/ T 9.25 Acceptance I
Roth v. Malson
Trinity Homes v. Fang
Problems 5.1&5.2
pp. 131-148
10/ TH 9.27
Acceptance II
Anderson v. Douglas & Lomason Company
Hendricks v. Behee
Dickinson v. Dodds
Problem 5.5
pp. 148-164
11/ T 10.2 Acceptance III
Carlill v. Carbolic Smoke Ball
Leonard v. Pepsi Co. (It’s back!)
Problem 5.8
pp. 164-179
12/ TH 10.4 Battle of the Forms
Lively v. IJAM
Polytop Corporation v. Chipsco
Problems 6.2-6.6
Survey #2 on TWEN. Due by 11:59 p.m. on Sunday 10.7
pp. 181-200
13/ T 10.9 Review of Month 1
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Update your course outlines and come prepared with questions for midterm review.
14/ TH 10.11 *** IN-CLASS MIDTERM EXAM ***
Open-book and open-note. All notes/outlines must be printed.
15/ T 10.16 Rolling Contracts and Late Notice of Standard Terms
ProCD, Inc. v. Zeidenberg
Schnabel v. Trilegiant Corp.
Problem 6.7
pp. 201-224
16/ TH 10.18 Preliminary Agreements
Brown v. Cara
Cochran v. Norkunas
Problem 7.1
pp. 225-239
17/ T 10.23 Deferred Contracts and Indefinite Agreements
Arbitron, Inc. v. Tralyn Broadcasting, Inc.
Baer v. Chase
Problem 7.4
pp. 239-254
18/ TH 10.25 Statute of Frauds I
Cooke v. Goethals
Mackay v. Four Rivers Packing
Problem 8.2
Survey #3 on TWEN. Due by 11:59 p.m. on Sunday 10.28
pp. 255-276
19/ F 10.26
@ 2 p.m.
Make-up Day
Statute of Frauds II
International Casings v. Premium Standard Farms
Problem 8.5
pp. 276-281
20/ T 10.30 Consideration I
Hamer v. Sidway
Steinberg v. United States
Pensy Supply v. American Ash Recycling
pp. 283-303
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Problem 9.1
21/TH 11.1 Consideration II
Carlisle v. T&R Excavating
Kessler v. National Presto Industries
White v. Village of Homewood
Problem 9.6
pp. 303-324
22/ T 11.6 Consideration III
Fiege v. Boehm
Wood v. Lucy
Problem 9.8
pp. 324-339
23/ TH 11.8 Promissory Estoppel I
Cohen v. Cowels Media Co.
Conrad v. Fields
In re Morton Shoe Company
Problem 10.2
Survey #4 on TWEN. Due by 11:59 p.m. on Sunday 11.11
pp. 341-363
24/ T 11.13 Promissory Estoppel II
Garwood Packing v. Allen & Company
McIntosh v. Murphy
Problem 10.4
pp. 363-380
25/ TH 11.15 Promissory Estoppel III
Tour Costa Rica v. County Walkers
Problem 10.6
pp. 381-388
26/ T 11.20 Options and Firm Offers
Drennan v. Star Paving
Problem 11.4
Survey #5 on TWEN. Due by 11:59 p.m. on Sunday 11.25
pp. 391-401
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TH 11/22 No Class – Thanksgiving Holiday
27/ T 11.27 Unjust Enrichment
Martin v. Little, Brown & Co.
Feingold v. Pucello
Birchwood Land Co. v. Krizan
pp. 403-420
28/ TH 11.29 Moral Obligation and Material Benefit
Problem 12.5
pp. 421-425
F 11.30 @ 4:00 p.m.
Optional Review Session
This is your opportunity to ask Prof. Archerd questions about the material prior to the final exam.
Thursday 12.6 @ 9 a.m.
*** FINAL EXAM ***
The final will be open-book and open-note.
Only printed materials will be allowed during the exam.
“Discourage litigation. Persuade your neighbors to compromise whenever you can. Point out to them how the nominal winner is often a real loser -- in fees, expenses, and waste of time. As a peacemaker the lawyer has a superior opportunity of being a good man. There will still be business enough.”
~ Abraham Lincoln
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APPENDIX
GENERAL POLICIES
UNIVERSITY OF DETROIT MERCY SCHOOL OF LAW
I. ATTENDANCE
The American Bar Association accreditation standards mandate that a law school adopt, publish,
and adhere to a policy for regular class attendance. ABA Standards and Rules of Procedure for
Approval of Law Schools, Standard 308(a) (2017-18). Thus, students are encouraged to attend
every class for each course in which they are enrolled. Recognizing, however, that students may
be unable to attend every class, the following attendance policy provides at what point there are
consequences for missed classes.
From the Student Handbook, Section II.B.1:
***
b. Courses that meet twice a week:
Unless a professor chooses to adopt a stricter policy as set forth in paragraph g, a
student is permitted four absences in a semester for a course that meets twice a
week.
The first absence beyond the allotted number for a course that meets twice a week
will reduce the student’s final grade by .1. The second absence beyond the
allotted number for a course that meets twice a week will reduce the student’s
final grade by an additional .2. The third absence beyond the allotted number for
a course that meets twice a week will reduce the student’s final grade by an
additional .3. The fourth absence beyond the allotted number for a course that
meets twice a week will reduce the student’s final grade by an additional .4. Any
absence thereafter will result in the student being dropped from the course with an
AW appearing on the student’s transcript for the course.
***
h. Professor responsibility
When a student exceeds the number of allotted absences such that the student must
be withdrawn from the course, the professor will notify the Registrar’s office.
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II. ACCOMMODATIONS AND OTHER DISABILITY-RELATED ISSUES
If you need an accommodation because of a disability, have emergency medical information to
share, or if you need special arrangements in case the building must be evacuated, please contact:
