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CONTRACTS AND SALES ASSIGNMENTS CALENDAR
FALL 2019
Unless otherwise indicated, page numbers refer to Barnett & Oman (6th ed.); and “Supp.” refers to the UCC and Restatement Supplement
available at Bel Jean Copy Print (see syllabus for additional information)
You are responsible for reading and understanding how the excerpted Restatement (1st or 2d) of Contracts and UCC provisions in the case
book or assigned separately apply to the day’s reading
This list of assignments is subject to change as the semester progresses.
DATE PAGES MATERIALS TOPIC NOTES
08/21/2019 Contact
Georgia Law
Librarians
Sign up for this course’s page on
TWEN
Intro and The Three Damage Interests
Goals:
understand the
difference between
Restatement and UCC;
distinguish the three
damage interests;
brief both assigned
decisions and
understand how to
apply Rst. (2d) § 347
Available
under
“Syllabus” on
TWEN
Please review the syllabus before
class
Barnett pp. 3–
11, 14–15
Restatement (2d) of Contracts §§
1, 2, 3, and 4; UCC §§ 2-102, 2-
106(1) (scope of UCC Article 2);
2-105(1) (definition of “goods”);
1-103(b) (scope of UCC)
33–43 (stop at
“Differentiating
Damage
Interests: a
Problem”)
Hawkins v. McGee
Nurse v. Barns
08/22/2019 43–44 Differentiating Damage Interests:
A Problem (along with its
variations in questions 1–5)
Differentiating Damages Please be prepared to
discuss answers to the
problem in the casebook
2
DATE PAGES MATERIALS TOPIC NOTES
100 RST (2d) § 349 and the problems on
TWEN in terms of
equations from §§ 347
and 349.
I strongly recommend
working on these
problems in small groups.
This will feel like math
class. I don’t care that
much about your final
answer. I care about how
you reached that answer.
Available
under “Course
Materials” on
TWEN
Complete “Introductory
Hypotheticals Concerning
Damages”
08/26/2019 50–52; 58–68 J.O. Hooker & Sons v. Roberts
Cabinet (only background and
section concerning UCC’s
applicability) (stop at “Were the
damages awarded . . . .” heading)
KGM Harv. Co. v. Fresh Network
(N.B. § 1-106 or Cal. UCC 1106,
as cited in the decision and in the
casebook, is now UCC § 1-305)
Deciding Whether to Apply the UCC and
Damages Under the UCC for Buyers
Goals:
understand how courts
decide whether UCC or
common law applies to
“mixed transactions”
understand the UCC’s
scheme for buyers’
damages and how the
Court is contrasting
them
Supp. §§ 2-501(1)(a) & (b), 2-711 (along
with ones listed in the casebook)
Available
under “Course
Materials” on
TWEN
“Applicability of UCC and UCC
Buyer’s Remedies”
3
DATE PAGES MATERIALS TOPIC NOTES
08/28/2019 68–72; skim
72–80; 80–85
(skip Morrow);
87–93; skim
94–98; 101–03
Hadley v. Baxendale
Hector Martinez & Co. v. S. P.
Transp. Co.
Chicago Coliseum Club v.
Dempsey
Anglia Television Ltd. v. Reed
Foreseeability and Certainty
100 Rest. (2d) § 346
Available
under “Course
Materials” on
TWEN
Please review “FedEx Airbill” and
“Moving Co. Bill of Lading” and
consider how the drafting lawyer
sought to limit her client’s
exposure to damages
Prepared to Complete Practice Problems #1 on TWEN
08/29/2019 110–13; skim
113–19; read
120–26
Rockingham County v. Luten
Bridge Co.
The “Bloomer Girl” Case
Avoidance and Mitigation
131 Rest. (2d) § 350
09/02/2019 Labor Day Holiday – No Class
09/04/2019 132–38
Neri v. Retail Marine Corp. Limits on Damages: Seller’s Remedies Under
the UCC understand the UCC’s
scheme for sellers’
damages and how they
interact with liquidated
damages
Supp. UCC §§ 2-703–2-710 (all sections)
Available
under “Course
Materials” on
TWEN
“Seller’s Remedies Under the
UCC”
4
DATE PAGES MATERIALS TOPIC NOTES
09/05/2019 138–52
Kemble v. Farren
Wassenaar v. Towne Hotel
Lake River Corp. v. Carborundum
Co.
Liquidated Damages, Penalty Clauses, and
Punitive Damages
Prepared to Complete Practice Problems #2 on TWEN
09/09/2019 153–72 Loveless v. Diehl
Restatement (2d) § 357(1)
Cumbest v. Harris
Scholl v. Hartzell
Sedmark v. Charlie’s Chevrolet,
Inc.
Specific Performance and Replevin
Supp. § 2-501(1) (“identification of
goods”)
09/11/2019 205–16; 221–
26
Bush v. Canfield
Britton v. Turner
Cotnam v. Wisdom
Martin v. Little, Brown & Co.
Restitution as a Cause of Action
220 Rest. (2d) § 374
09/12/2019 243–48; 262–
74
Embry v. Hargadine
Neb. Seed Co. v. Harsh (consider
whether this decision would have
been different under the UCC
provisions provided in the case
book)
Mutual Assent and Distinguishing an Offer
from Preliminary Negotiations
5
DATE PAGES MATERIALS TOPIC NOTES
Lefkowitz v. Great Minn. Surplus
Store, Inc.
Leonard v. Pepsico
14–15 Restatement (2d) §§ 1–4
262–74 Restatement (2d) §§ 17–19
09/16/2019 274–78; 288–
302
Empro v. Ball-Co
Copeland v. Baskin Robbins U.S.A.
Dickinson v. Dodds
Defining an Offer: Written Memorial
Contemplated, and Revocation of an Offer
Supp. UCC §§ 1-201(b)(2) (“good
faith”), 2-103(1)(b) (“good faith”
for merchants), 1-302 (variation by
agreement)
09/18/2019 302–13; skim
313–23; 323–
33
Ardente v. Horan
Carlill v. Carbolic Smoke Ball Co.
White v. Corlies & Tifft
Petterson v. Pattberg
Acceptance: Mirror-Image Rule and Unilateral
Contracts
Supp. UCC §§ 2-204, 2-207(1) (how
does the UCC treat acceptance and
the mirror-image rule?)
09/19/2019 333–49 Hobbs v. Massasoit Whip Co.
Register.com v. Verio
Nguyen v. Barnes & Noble, Inc.
Acceptance by Silence
09/23/2019 In-Class Midterm (on damages—not for your final grade)
Prepared to Complete Practice Problems #3 on TWEN
6
DATE PAGES MATERIALS TOPIC NOTES
09/25/2019 359–61; skim
361–70; 371–
79; 384–92
Raffles (The Peerless)
Oswald v. Allen
Weinberg v. Edelstein
Sun Printing
Ambiguity and Vagueness; Agreements to
Agree (Mutuality)
09/26/2019 392–408 N.Y. Cent. Iron Works
E. Air Lines
Lady Duff Gordon Case
UCC § 1–304 (good faith)
Agreements to Agree (“Mutuality”), Illusory
Promises, & Requirements/Output Ks
Available
under “Course
Materials” on
TWEN
Print out “Exemplar Agreement”
and bring to every class from here
on out
09/30/2019 418–36 Rst. (2d) § 211
Step-Saver Data
Union Carbide Corp.
Contracts of Adhesion and Battle of the Forms Read § 2-207 (p. 430) and
its comments extremely
carefully.
UCC § 2-207 (in the text)
is very difficult for most
students. It's another of
the badly drafted UCC
provisions whose
revisions have been
advocated since the
1960s, but no state has
adopted them. Expect to
spend a lot of time
reviewing the provision,
its extremely important
comments, and the
decisions to ensure that
you can follow how the
7
DATE PAGES MATERIALS TOPIC NOTES
courts work through the
statute.
10/02/2019 437–49 ProCD v. Zeidenberg
Hill v. Gateway 2000
Klocek v. Gateway
Battle of the Forms (con’t)
Consider the following
hypothetical: Buyer
sends a purchase order for
goods that requires the
arbitration of all disputes.
Seller sends an invoice,
saying that all disputes
must be heard in a court
of law, with the shipped
goods. Thus, we have
competing forms that
create a contract that have
different (not additional)
terms. A dispute later
arises. Do the parties head
to court or to arbitration?
Read § 2-207 (p. 430) and
its comments extremely
carefully
Prepared to Complete Practice Problems #4 on TWEN
10/03/2019 451–62 Thompson v. Libbey
Masterson v. Sine
P. Gas & Elec. Co.
Parol Evidence Rule Read the excerpted UCC
and Restatement
provisions very carefully
10/07/2019 462–68; 472–
74
Trident Ctr. v. Conn. Gen. Life Ins.
The Travelers Ins. Co.
Parole Evidence Rule (con’t) and Reformation Consider the following
hypothetical: The
parties’ written agreement
says that the “sales price
pays for all beds on the
property.” A doll’s bed
in the children’s doll
8
DATE PAGES MATERIALS TOPIC NOTES
house is on the property.
The doll’s bed is an
antique that is worth
$50,000. Plaintiff claims
that he paid for the doll’s
bed because it is a “bed.”
Defendant claims that
earlier, written
negotiations show that the
parties had failed to come
to an agreement
concerning price on the
separately negotiated
doll’s bed. Can the
defendant’s extrinsic
evidence be admitted? If
so, for what purpose?
10/09/2019 475–85; 494–
98
Boone v. Coe
Riley v. Capital Airlines
Cloud Corp. v. Hasbro
Statute of Frauds
10/10/2019 501–20 Kelly Health Care
In re Nance
Sally Beauty Co.
Assignment of Rights and Delegation of Duties
10/14/2019 520 (intro
under Section
B); 535–46;
549–65
Seaver v. Ransom
Sisters of St. Joseph
Principles of Enforceability: an
overview (stopping at Integrating
the Core Principles)
Intended and Incidental Third-Party
Beneficiaries, and Theories of Contractual
Enforcement
We will not cover the
principles of
enforceability in depth in
class because the reading
is clear. You are
responsible for the
material, to which we will
refer numerous times in
9
DATE PAGES MATERIALS TOPIC NOTES
every class for practically
the rest of the course.
10/16/2019 579–602 The Historical Origins of the
Consideration Doctrine
Otterbein Univ.
Hamer v. Sidway
Kirksey v. Kirksey
Dahl v. HEM Pharms. Corp.
Consideration (vs. Gratuitous Promises)
10/17/2019 602–21 Moore v. Elmer
Mills v. Wyman
Webb v. McGowan (both
decisions)
Past and Moral “Consideration”
10/21/2019 623–24; 632–
45 Stilk v. Myrick
Brian Const. & Dev.
Stump Home Specs.
Von Mises, Human Action
Newman & Snell’s State Bank v.
Hunter
Dyer v. Nat’l By-Prods., Inc.
Preexisting Duty, Modification, and Adequacy
of Consideration
10/22/2019 652–53; 659–
67; 679–82
The Seal
Schnell v. Nell
Nominal Consideration, Recitals, the Seal, and
Lack of Intent to Be Bound
I’ll lecture on sealed
contracts.
10
DATE PAGES MATERIALS TOPIC NOTES
Smith v. Wheeler (skip Jolles)
Brief background on Uniform
Written Obligations Act
Ferrera v. A.C. Nielsen
Evenson v. Colo. Farm Bureau
Mut. Ins.
658 UCC § 2-203 (Seals Inoperative)
10/24/2019 692–94, 713–
30; skim 731–
40; 744–49
Grenier v. Griener
Allegheny College
Goodman v. Dicker
Hoffman v. Red Owl Stores, Inc.
Theoretical Background: The
Death or Renaissance of Contract?
Development in Promissory Estoppel;
Promissory Estoppel—as Consideration
Substitute and Cause of Action
Facts are extremely
important in promissory-
estoppel cases. Ask
yourself the following
questions in every
promissory-estoppel case:
is there consideration? are
the promises sufficiently
definite to ground a
breach-of-contract action?
must the party seeking
enforcement show some
kind of reliance? what
kind? what is the remedy?
740 Restatement (2d) § 90
(note that some of the cases refer to
the Restatement (First) § 90, which
is slightly different and still good
law in some jurisdictions)
10/28/2019 749–56; 770–
81; 784–89 Blatt v. USC
Spooner v. Reserve Life Ins. Co.
Alden v. Vernon Presley
Cohen v. Cowles Media Co. (both
opinions)
Promissory Estoppel
11
DATE PAGES MATERIALS TOPIC NOTES
Excerpt of Sid DeLong’s Article
(stop at Sec. D—A Hypothetical
Alternative to Restatement § 90)
740 Restatement (2d) § 90
Prepared to Complete Practice Problems #5 on TWEN
10/30/2019 793–96; 809–
27 Goldberg 168-05 Corp. v. Levy
Vlases v. Montgomery Ward & Co.
Royal Bus. Machines, Inc. v.
Lorraine Corp.
CBS, Inc. v. Ziff-Davis Pub. Co.
Duty of Good Faith and Express and Implied
Warranties
Available
under “Course
Materials” on
TWEN
“Sleeping-Bag Hypothetical” (Is
there an express warranty here? An
implied warranty?)
808 Restatement (2d) § 205; UCC
§§ 1-203, 2-103
10/31/2019 827–34 Schneider v. Miller
Morris v. Mack’s Used Cars
Warranty Disclaimers understand how all of
the assigned UCC
provisions work with
one another
understand the
statutory analysis in
Mayes
Available
under “Course
Materials” on
TWEN
Excerpt from Ford Motor Co. v.
Mayes
12 Reasons to Love the Magnuson-
Moss Warranty Act, 11 J.
Consumer & Com. L. 127 (2008)
Supp. UCC §§ 2-316, 2-318, 2-608, 2-
711, 2-719
12
DATE PAGES MATERIALS TOPIC NOTES
11/04/2019 835–45; 847–
57 Inman v. Clyde Hall Drilling Co.
Howard v. FCIC
Clark v. West
J.N.A. Realty Corp. v. Cross Bay
Chelsea
Conditions and Their Waiver
11/06/2019 859–71 Kingston v. Preston
Morton v. Lamb
Jacob & Youngs v. Kent (both
opinions)
Constructive Conditions and Divisible
Contracts
Think back to Britton v.
Turner (restitution case
concerning day laborer
who quit). How do its
principles fit in here?
Supp. Restatement (2d) § 240
Available
under “Course
Materials” on
TWEN
Carrig v. Gilbert-Varker Corp.
11/07/2019 872–90, 896–
98
Hochester v. de la Tour
Harrell v. Sea Colony
Scott v. Crown
B & B Equip. Co. v. Bowen
Sean Kemp Hypo
Anticipatory Repudiation, Adequate
Assurances, and Material Breach
11/11/2019 898–27 Ramirez v. Autosport
UCC Remedies
Groves v. Wonder Co.
Perfect-Tender Rule and Damages for
Intentional, Minor Breach
understand how all of
the assigned UCC
provisions work with
one another (many are
familiar from Mayes);
13
DATE PAGES MATERIALS TOPIC NOTES
Peevyhouse v. Garland Coal
Mining Co.
we’ll work through the
provisions in class
Prepared to Complete Practice Problems #6 on TWEN
11/13/2019 931–54 Discussion of Prima Facie Contract
Claim and (Affirmative) Defenses
Ortelere v. Teachers’ Retirement
Bd.
Webster Street P’ship v. Sheridan
Capacity
959 Restatement (2d) § 14
11/14/2019 961–75 Halpert v. Rosenthal
Byers v. Fed. Land Co.
Vokes v. Arthur Murray, Inc.
Misrepresentation and Nondisclosure as
Misrepresentation
1097–98 Rst. (2d) §§ 160–161
11/18/2019 976–1001 Hackley v. Headley
Austin Instr. v. Loral Corp.
United States v. Progressive
Entrps.
Odorizzi v. Bloomfield Sch. Dist.
Duress and Undue Influence
11/20/2019 11–14 Shaheen v. Knight
Public Policy, Unconscionability, and Mistake
1001–11; 1020;
1065–75
Williams v. Walker-Thomas
Furniture Co.
14
DATE PAGES MATERIALS TOPIC NOTES
In re RealNetworks
“Discussion” Paragraph in Gatton
v. T-Mobile (concerning
substantive and procedural
unconscionability)
Sherwood v. Walker
11/21/2019 1075–78;
1081–93
Nester
Lenawee County Bd. of Health
Tyra v. Cheney
Drennan v. Star Paving (excerpt)
Mistake (con’t) Consider whether
mutual mistake,
unilateral mistake, or
nondisclosure could
serve as an affirmative
defense in the assigned
hypothetical
1093; 1097–98
Restatement (2d) §§ 153, 160, &
161 (skip “The Baseball Card
Case”)
Available
under “Course
Materials” on
TWEN
Thomas Kinkade Mistake
Hypothetical
11/25/2019 1103–15 Taylor v. Caldwell
CNA & Am. Cas. v. Aryln Phoenix
Transatlantic Financing Corp. v.
U.S.
Impracticability We may need to
complete our
discussion of the
Kinkade Hypothetical
during this class.
Skip UCC § 2-613
For impracticability
and frustration, ensure
that you understand
what each party’s
15
DATE PAGES MATERIALS TOPIC NOTES
promised performance
is, which side is
attempting to have its
performance excused,
and how the cases
satisfy the relevant
elements for the
applicable defense
Prepared to Complete Practice Problems #7 on TWEN
11/26/2019 1115–25 Krell v. Henry
Lloyd v. Murphy
Frustration of Purpose For impracticability
and frustration, ensure
that you understand
what each party’s
promised performance
is, which side is
attempting to have its
performance excused,
and how the cases
satisfy the relevant
elements for the
applicable defense
Prepared to Complete all Remaining End-of-Term Problems and Old Exam Questions
11/28-11/29 Thanksgiving Break
12/04/2019 FINAL EXAM 9:00 am Room A
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