r2d rules of contract law, uniform commercial code editor...
TRANSCRIPT
Professor Robert Butkin
University of Tulsa College of Law
M, W, 2.30-4.20 pm (Room 201)
Office: 233
Phone: o) 918.631.2443
c) 918.361.2420
Contracts Syllabus and Learning Objectives
Fall 2019
Abbreviations:
KCP = Knapp, Crystal & Prince, Problems in Contract Law: Cases and Materials (9th
ed. 2019)
R2d = Restatement (Second) of Contracts, reprinted in Knapp, Crystal, Prince and
Rowley Rules of Contract Law (2017-2018, or 2019 editions are acceptable)
UCC = Uniform Commercial Code, reprinted in Knapp, Crystal, Prince, and Rowley,
Rules of Contract Law
CISG = Convention on Contracts for the International Sale of Goods, reprinted in Knapp,
Crystal, Prince and Rowley Rules of Contract Law
TWEN= Course Page on Westlaw TWEN page
I. Introduction
KCP pp. 1-18 (top)
Leonard v. PepsiCo, Inc. (handout)
Rules of Contract Law, Restatement (Second) of Contracts (1981) Editor’s Note, pp. 1-4
(top)
R2d '' 1, 17, 22, 24, 26, 33, 50 (1)
Rules of Contract Law, Uniform Commercial Code Editor’s Note, pp. 361-366
UCC '' 1-103, 2-102, 2-105(1)
CISG, Articles 1, 2, 10
II. Classical Basis of Contractual Obligation
A. Intention to be Bound: The Objective Theory of Contract
Raffles v. Wichelhaus (handout)
Raffles v. Wichelhaus reading hints (handout)
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KCP pp. 35-47, 634-637, 638, note 2
Ray v. William G. Eurice & Bros., Inc.
Park 100 Investors, Inc., vs. Kartes
R2d ' 201
B. Offer and Acceptance
1. Bilateral Contracts
KCP pp. 46-60
Lonergan v. Scolnick
Normile v. Miller
Comment: Remedies for Breach of Contract
R2d §§17, 22, 24, 25, 40, 50(1), 60, 63(a), 36 (1), 38, 39, 43, 59
Handout on the Mailbox Rule
Contract Element Chart
2. Unilateral Contacts
KCP pp. 60-76
Cook v. Coldwell Banker/Frank Laiben Realty Co.
Sateriale v. R.J. Reynolds Tobacco Co.
Comment: Remedies for Breach of Contract
Comparison of bilateral contracts to unilateral contracts (handout)
R2d §§ 22, 24-25, 45, 50
C. Consideration
Introduction: Enforcing Promises (TWEN)
1. What Is Consideration?
KCP pp. 101-107, 113-115 (note 6 only)
Hamer v. Sidway
R2d §§ 71, 79
2. What Isn’t Consideration?
KCP pp. 115-139
Dougherty v. Salt
Comment: The Lawyers Role in Counseling for Legal Effect
Plowman v. Indian Refining Co.
Comment: The Power of Agents to Bind Their Principals
Dohrmann v. Swaney
D. Contract Formation under Article 2 of the Uniform Commercial Code
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1. Mutual Assent under the Uniform Commercial Code
KCP pp. 147-154, 160-161
Jannusch v. Naffziger
Comment: Introduction to the CISG
Rules of Contract Law, pp. 361-366
UCC §§ 2-204, 2-206, 2-305, 1-103 (b)
R2d §§ 22, 33, 50
CISG Arts. (1)(a), (2), (6), 10, 14, 18, 23, 24
2. Irrevocability by Statute under Article 2 of the UCC
Introduction to special rules for “merchants” under Article 2
UCC §§ 2-205, 2-104 (1), 1-205, 1-201 (37) and (43)
R2d § 25
3. Qualified Acceptance: The Battle of the Forms
KCP pp. 163-183
Princess Cruises Inc. v. General Electric Co.
Brown Machine, Inc. v. Hercules, Inc
R2d §§ 58, 59, 36, 50
UCC §§ 2-204. 2-205, 2-206, 2-207
Handout: Solving UCC §2-207 Problems (TWEN)
Problem Set on Contract Formation under Article 2 (TWEN)
E. Electronic and “Layered” Contracting
KCP, pp. 195-221
DeFontes v. Dell, Inc.
Long v. Provide Commerce
III. Liability in the Absence of a Bargained-For Exchange: Reliance on Gratuitous Promises,
Unaccepted Offers, and the Principle of Restitution
A. Protection of Promisee Reliance: The Doctrine of Promissory Estoppel
1. Promises Within the Family
KCP, pp. 225-226, 228-236
Harvey v. Dow
R2d § 90 (1)
2. Charitable Subscriptions
KCP, pp. 236-246
King v. Trustees of Boston University
Problem 3-1
R2d § 90 (2)
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3. Promises in Commercial Context
KCP, pp. 247-255
Katz v. Danny Dare, Inc.
B. Liability in the Absence of Acceptance: Option Contracts, Offeree Reliance, and
Statutory Limitations on Revocation
1. The Option Contract as a Limitation on Offeror’s Power to Revoke Limiting:
What is an Option Contract and When are They Enforceable?
KCP, pp. 265-274
Berryman v. Kmoch
R2d §§ 87, 45
UCC § 2-205
2. Offeree’s Reliance on an Unaccepted Offer as a Limitation on Revocability
KCP, pp. 274-293
James Baird v. Gimbel Bros., Inc.
Drennan v. Star Paving Co.
Pop’s Cones v. Resorts International Hotel, Inc.
R2d, § 87, 45
Background Materials on Public Contracting (handout)
3. Option Contracts under UCC Article 2-205
KCP, pp. 294-296
UCC § 2-205
4. Review Problems: Contract Formation and Irrevocability of Offers
Review R2d §§ 45 and 87, and UCC §2-205
KCP, pp. 161-163, Problem 2-5
KCP, p. 296, Problem 3-3
C. Liability for Benefits Received: The Principle of Restitution
1. Restitution in the Absence of a Promise
KCP, pp. 296-308
Credit Bureau Enterprises v. Pelo
Restatement of the Law of Restitution §1 (including comment) (TWEN)
2. Restitution as a Basis of Recovery when a Contract is Unenforceable
R2d, §§ 14, 376
3. Promissory Restitution: The Material Benefit Rule
KCP pp. 327-340, 341-342
Mills v. Wyman
Webb v. McGowan
5 Problem 3-5
R2d '' 82, 83, 86
IV. Statute of Frauds: Required Formality
A. General Principles
1. Scope of the Statute; Sufficiency of the Writing
KCP pp. 345-356, 364-368
Crabtree v. Elizabeth Arden Sales Corp.
R2d '' 110, 130-134
2. Exceptions Based on Reliance
KCP pp. 368-380
Alaska Democratic Party v. Rice
Problem 4-1
R2d '' 129, 139
3. The Sale of Goods and the Statute of Frauds
KCP pp. 380-391
Buffaloe v. Hart
Problem 4-3
UCC '' 2-201, 1-201(37) & (43)
Discussion Problems on the UCC Statute of Frauds (TWEN)
V. The Meaning of the Agreement: Principles of Interpretation and the Parol Evidence Rule
A. Principles of Interpretation
1. General Principles
KCP, pp. 395-407
Joyner v. Adams
R2d '' 201-204, 206-207, 222-223
UCC '' 1-303
2. Standardized Agreements
R2d ' 211
B. The Parol Evidence Rule
1. The Common Law Rule
KCP, pp. 427-437, pp. 459-460 (n. 4 only)
Thompson v. Libby
R2d '' 209-211, 213-217
2. The UCC Rule and the Importance of Trade Usage
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KCP, pp. 460-475
Hurst v. W.J. Lake and Co. (TWEN)
Nanakuli Paving & Rock Co. v. Shell Oil Co.
Problem 5-1
UCC '' 2-202, 1-303
VI. Supplementing the Agreement
A. Reasons for Implied Terms
KCP, pp. 481-486
Wood v. Lucy, Lady Duff-Gordon
R2d, § 204
UCC '' 1-103 (a), 2-305, 2-306, 2-308, 2-309
B. Implied Obligation of Good Faith
KCP, pp. 470-471 (portion of Nanakuli dealing with good faith argument), 479-
480 (notes 1 and 2), 505-508 512-513 (note 1 only), 513-538
Locke v. Warner Bros., Inc.
Geysen v. Securitas Security Services, USA, Inc.
Comment: Requirements and Output Contracts
R2d ' 205
UCC '' 1-201 (20), 1-302, 1-304, 2-103(1) (b), 2-306(1)
Pre-revised UCC §§1-201 (19) (TWEN)
C. Warranties
KCP, pp. 546-558
Bayliner Marine Corp. v. Crow
Problem 6-4
UCC '' 2-313, 2-314, 2-315, 2-316
Handout: UCC Warranties (TWEN)
VII. Avoiding Enforcement: Incapacity, Bargaining Misconduct, Unconscionability and Public
Policy
A. Minority and Mental Incapacity
Review Halbman v. Lemke, the case you read for Foundations of Legal Study
R2d '' 14-16
KCP, pp. 572-578
Dodson v. Shrader
UCC ' 1-103 (b)
B. Duress and Undue Influence
KCP, pp. 591-601
Totem Marine Tug & Barge v. Alyeska Pipeline
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R2d '' 174, 175 (1), 176-177
C. Misrepresentation and Nondisclosure
KCP, pp. 610-632
Syester v. Banta
Hill v. Jones
Comment on Lawyers= Professional Ethics
R2d '' 161-164, 168-169, 173
D. Unconscionability
KCP, pp. 638-650, 662-680
Williams v. Walker-Thomas Furniture Co.
McFarland v. Wells Fargo Bank, N.A.
Comment: Mandatory Arbitration and Unconscionability
Comment: Consumer Protection Legislation
Handout on Unconscionability: TWEN
UCC ' 2-302
R2d ' 208
VIII. Mistake
A. Mutual Mistake
KCP pp. 719-730
Lenawee County Board of Health v.Messerly
B. Unilateral Mistake
KCP, pp. 730-741
DePrince v. Starboard Cruise Services
R2d §§ 151-154
IX. Changed Circumstances between Contract Formation and Time of Performance: When is
Performance under a Contract excused?
A. Impossibility, Impracticability, and Frustration
KCP, pp. 741-757, 768-769
Hemlock Semiconductor Operations, LLC. v. Solarworld Industries
Sachsen GmbH
Problem 8-1
R2d '' 261-265, 272
UCC '' 2-613, 2-614, 6-615
B. Contract Modification
KCP, pp. 771-789
Alaska Packers= Assn v. Domenico
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Kelsey-Hayes Co. v. Galtaco Redlaw Castings Corp.
Problem 8-4
R2d '' 73, 89, 205
UCC '§ 2-209, 1-304
X. Breach of Duty
A. Express Conditions
KCP, pp. 803-828
enXco development Corp. v. Northern States Power Co.
J.N.A. Realty Corp. v. Cross Bay Chelsea, Inc
Problem 9-1
R2d §§ 224--229, 245
B. Substantial Performance and Material Breach
KCP, pp. 829-849
Jacob & Youngs, Inc. v. Kent
Comment: The Doctrine of Constructive Conditions
Sackett v. Spindler
R2d §§ '' 234-35, 237-238, 240-243, 245
C. The “Perfect Tender Rule” of UCC Article 2
UCC §§ 2-601, 2-602, 2-612, 2-608, 2-508, 2-504, 2-718 (1), 2-719
D. Anticipatory Repudiation and Opportunity to Seek Reasonable Assurances
KCP, pp. 849-858, 864-868
Truman L. Flatt & Sons v. Schupf
R2d '' 250, 251, 253, 256
UCC '' 2-609, 2-610, 2-611
Problem 9-2
XI. Expectation Damages
A. Introduction to Expectation Damages
KCP, pp. 873-901
Crabby’s, Inc. v. Hamilton
Handicapped Children’s Education Board v. Lukaszewski
American Standard Inc. v. Schechtman
R2d '' 344, 347-348
Problems Presented in Cases 1, 2, 3 in KCP, p. 878-879
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B. Limitations on the Recovery of Expectation Damages
1. Foreseeability
KCP, pp. 902-908
Hadley v. Baxendale
R2d § 351
UCC 2-715(2)
2. Causation and Certainty
KCP pp. 909-921
Florafax International, Inc. v. GTE Market Resources, Inc.
R2d §§ 347, 352
UCC '' 2-710, 2-715, 2-719
3. Mitigation of Damages
KCP, pp. 921-926
Rockingham County v. Luten Bridge
R2d §350
UCC 2-715 (2)
C. Non-Recoverable Damages: Attorneys Fees, Emotional Distress, Punitive Damages
KCP, pp. 948-949 (Note D only), 957-973
Erlich v. Menezes
Comment: Recovery of Punitive Damages for Bad Faith Breach of
Contract
Problem 10-1
R2d §§ 353, 355
XII. Alternatives to Expectation Damages
A. Reliance Damages
KCP, pp. 1001-1020
Wartzman v. Hightower Productions, Ltd.
Walser v. Toyota Motor Sales, U.S.A., Inc
R2d § 349
B. Restitution Damages
KCP 1020-1031
United States ex rel. Coastal Steel Erectors, Inc. v. Algernon Blair, Inc.
R2d §§ 370-371, 375-377
10 C. Availability of Specific Performance as an Expectation Remedy
KCP, pp. 1045-1059
City Stores Co. V. Ammerman
R2d §§ 359-367
D. Agreed Remedies: Liquidated Damages and Penalty Clauses
KCP, pp. 1069-1086
Barrie School v. Patch
R2d ' 356
UCC ' 2-718 (1), 2-719
XIII. Buyer’s and Seller’s Remedies under UCC Article 2
KCP, pp. 973-981 (Omit Problems).
Read all UCC Sections cited on pp. 973-981
Prepare Problem Set on Remedies under UCC Article 2 (TWEN)
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Course Learning Objectives
The principal objectives of this course are set out below:
I Choice of Law
1. Students should have a basic familiarity with the various bodies of law (e.g., U.N.
Convention on the International Sale of Goods (CISG), UCC Article 2, or common law)
that could apply to resolve a contractual dispute.
2. Students should be able to examine a fact pattern and identify the correct body of law
that applies to resolve issues that arise from that fact pattern, as well as articulate how
they have determined the correct governing body of law.
3. Students should exhibit the ability to identify the correct substantive rules that apply to
resolve a contract dispute once they have first determined the correct body of law that
applies.
II. Competency in Legal Analysis, Reasoning and Problem Solving
1. Students should be able to demonstrate an ability to identify the issues that need to be
resolved to answer a question or questions that are present in a fact pattern.
2. Students should be able to demonstrate their ability to prioritize the issues that need to
be resolved (in other words, to determine the correct order in which various issues must
be addressed) in order to answer a question or questions that is present in a fact pattern.
3. Students should be able to determine, in examining a fact pattern, whether a basic
underlying rule applies to resolve an issue present in that fact pattern, or whether an
exception (or exceptions) to that underlying rule applies to resolve the issue.
4. Students should be able to demonstrate thoroughness in applying a rule to a fact pattern
to resolve an issue. For example, if a rule requires that four elements be satisfied, the
student should be able to identify the applicable rule, identify each element of the rule,
and apply each element to the facts to determine whether all the required elements are
satisfied.
5. Students should be able to demonstrate, when working with a Code such as the
Uniform Commercial Code, the ability to draw when necessary on a number of Code
Sections to determine whether and how a rule found in one section might apply to resolve
a particular issue. For example, if a rule in UCC Article 2 applies when one of the parties
is a “merchant,” the student should demonstrate the need to determine whether the party
satisfies the definition of “merchant” found in another section of the code.
6. Students should be able to demonstrate in their written work, their understanding and
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application of the IRAC method of analysis. This requires that the student first identify
the issue (or issues) that must be resolved to answer a question, the rule (or rules) that
must be applied to resolve the issues (as well as the elements of those rules), then be able
to apply the rule or rules to the facts of the case, and then reach an informed conclusion
based on their application of the rule to the facts.