contracts and sales assignments c fall 2019 date … (contracts) f19.pdf · 1 contracts and sales...

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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


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


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


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


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


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)


6


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

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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


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

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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


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


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

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Excerpt of Sid DeLong’s Article

(stop at Sec. D—A Hypothetical

Alternative to Restatement § 90)



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


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


Peevyhouse v. Garland Coal

Mining Co.

we’ll work through the

provisions in class


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


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


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


promised performance

is, which side is

attempting to have its

performance excused,

and how the cases

satisfy the relevant

elements for the

applicable defense


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

contracts and sales assignments c fall 2019 date … (contracts) f19.pdf · 1 contracts and sales...

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