Objectives of the Course: In this course students will learn the law of contracts in great detail, in issues ranging from offer and acceptance, the common law concept of consideration, capacity, legal and illegal contracts, mistakes and errors in contract formation, non-performance short of breach, anticipatory breach, breach and remedies, as well as third-party rights in a contract. Since common-law jurisdictions such as the United States, Canada and Great Britain develop rules governing contract law on a case-by-case basis, this course is focused on how common law rules are formed and shaped, and the relationship of case law to statutory requirements such as the Uniform Commercial Code. Studying contract law from cases, as this course does, develops a keen appreciation for when and how things are likely to go wrong in contracting. This focus helps develop analytical and drafting abilities that are the key to good lawyering and client representation. The course will cover maining U.S. material, but will also review substantial developments in English contract law.
Text: The readings are available on the secured course website. There is a small charge for the textbook to cover the license fee charged by the authors of the UCC and the Restatement 2nd of Contracts for reproduction of their copyrighted works. There are also two optional texts, Farnsworth, Contracts, 4th Edition, Aspen Publishing, and Baird, Contracts Stories, Foundation Press. A few copies will be available in the library for use on the Pericles premises.
Prerequisites: This is an LL.M. level course. Students who are not in the LL.M. program are admitted only upon Pericles’ determination that the student’s English level and knowledge of law are sufficient to complete the course work, and upon the permission of the Professor.
Prior to the first class students should read the introductory section of the electronic textbook.
Approximate Schedule of Topics
Introduction to the Law of Contract. Concept and classification of contract, contract and other sources of obligation, architecture of Anglo-American contract law, sources of contract law, special role of UCC and Restatement of the Law (Contracts) in the development of American contract law, default terms v. negotiated terms in Anglo-American contract.
Formation of Contract Mutual assent; offer; acceptance; consideration; duration and revocability of offers; forms of acceptance; consideration and estoppel; functions and forms of consideration; gratuitous promise; functions and elements of promissory estoppel; moment of formation of contract; option contracts.
Avoidance of Contract Capacity to contract; statute of frauds; mistake; misrepresentation and problems of promissory fraud; duress; undue influence; discharge by impracticability or frustration of purpose; distinction between impracticability and frustration; frustration of purpose distinguished from conditional contract.
Terms of Contract Parole evidence rule; negotiated terms; default terms; limitations on negotiated terms; rules supplied by default terms; interpretation; demise of the “subjective” theory of contract And ascendancy of the “objective” theory of contract; unconscionability; promises and conditions; express and implied conditions; warranties representations
Breach of Contract Failures of performance that discharge duties of counter-performance; anticipatory repudiation and adequate assurance of performance; improper performance; anticipatory breach and duty to mitigate damages
Remedies for Breach of Contract Damages; compensatory damages; calculating damages using an expectation measure; punitive damages in breach of contract cases; enforcement of remedies; computation of damages; liquidated damages; remedy substitutes; remedy limitations; planning liquidated damages; consequential damages; restitutionary damages