SOUTHWESTERN LAW SCHOOL Fall 2013

CONTRACTS I (Evening)
Monday at 6-7:30 PM and Thursday at 7:45-9:15 PM Room W511 Professor Steve Krone Office Phone: (213) 738-6842 Cell Phone: (818) 720-2621 Email: skrone@swlaw.edu Office: BW333 SYLLABUS, COURSE REQUIREMENTS, AND GRADING CRITERIA

Please read this syllabus in its entirety; it contains critical information.

Course Description According to the official course listing, this course involves the study of the formulative process of contracts; mutual assent, consideration, effect of the statute of frauds, and parole evidence rule; the remedial process applied to contracts, including measure of damages and other remedies; and the examination of problems of breach of contract, anticipatory breach, and exploration of defenses to contract actions, including conditions, impossibility of performance, frustration of purpose, and discharge. Emphasis is also placed on the Uniform Commercial Code. We will cover virtually everything listed above, as well as several topics that are not mentioned, beginning with the subject that most Contracts courses save for last: damages and other remedies. We will then proceed through the rest of the material in more-or-less the same progression as the traditional course. I. COURSE MATERIALS A. Required Text or Course Materials

The only required text is the casebook (referred to in the reading assignments below as CB): Dawson, Harvey, Henderson, and Baird's Contracts, 10th edition (University Casebook Series) (Foundation Press 2013). We will refer regularly to various sections of The Restatement of Contracts (Restatement 1932; Restatement, Second 1981) (American Law Institute) (referred to in reading assignments as R or R2d) and the Uniform Commercial Code (2002) (referred to in reading assignments as UCC). You may choose to purchase these resources for convenience, but you are not required to do so; they are often excerpted in the casebook, and they are also available on Westlaw and Lexis (the web links appear on the TWEN page for the class).

Contracts I (2013-14 Evening) Professor Krone Page 2 of 7 B. Recommended Text

Although it is not required, you may also choose to consult the paperback treatise by E. Allen Farnsworth, Contracts, 4th Edition (Aspen Treatise Series) (Aspen Publishers 2004) (referred to below as F) , if you think that you need clarification on certain subjects or if you would like to explore certain topics in greater detail than they are covered in class. II. COURSE REQUIREMENTS A. Class Preparation

Students are expected to have read the assigned materials. Class discussion will commence with the assumption that everyone is thoroughly familiar with the assigned materials. The give-and-take of classroom discussion is a critical component of your legal education, and coming to class prepared is a prerequisite to participating meaningfully in the discussion. At the very least in the early weeks of the course, you will want to brief the cases. You will receive comprehensive instruction elsewhere on how to brief cases, but I suggest that your case briefs include: 1) 2) 3) 4) 5) 6) 7) B. facts (including the parties); procedural posture; question(s) presented (i.e., the essential issue(s) being addressed); holding(s) (i.e., the rule(s) or principle(s) that answer the question(s)); rationale for the holding(s) (and perhaps noteworthy dicta); disposition (e.g., affirmed, reversed and remanded, etc.); and for some troubling cases, your thoughts on whether the case has been correctly decided and/or correctly reasoned. Attendance Southwestern Policy

Regular and punctual attendance is required. A student may be administratively withdrawn from this course if he or she is absent from more than 20% of the regularly scheduled class sessions. Each student is responsible for keeping track of his or her absences. Attendance will be taken at the start of class through distribution of an attendance sheet. If you are not in your seat at the beginning of class and do not personally initial the sign-in sheet at that time, you are considered absent. The Student Honor Code remains in effect. Students may initial only their own names, not those of other students. Lack of preparation, early departure, or inappropriate behavior may result in a student being marked absent. C. Grading Criteria and Evaluation

Your grade will be based entirely on a three-hour final exam, which is currently scheduled for Monday, December 16 at 6:00-9:00 PM. The exam is entirely essay and open book; you may bring any materials you wish.

Contracts I (2013-14 Evening) Professor Krone Page 3 of 7 Grades for this course will be awarded based upon an alphabetical system and will strictly follow Southwesterns grading policies. After a grade is awarded for the course, I am happy to discuss ways to improve a students performance. In accordance with law school policy, however, assigned grades will not, and cannot, be changed except for mathematical/clerical errors. No grade can be changed, for any reason, ninety days after the final grade has been posted or the examination has been made available to the student in the Registration Office, whichever is later. D. Required ExamSoft/Exam Day Workshop

Students must complete a mandatory exam workshop (prior to sitting for any midterm and/or final exam). The workshops purpose is to introduce students to Southwestern exam room policies and explain how to properly install and use ExamSoft. Students who do not complete the ExamSoft training will not be able to use ExamSoft on the mid-term or final exam. The Registration Office will host these workshops. Dates, time and location will be posted on the Student Portal MySouthwestern; the workshop is currently slated for Tuesday, September 17 at 6:00-7:15 PM in Room W511. E. Special Rules Regarding Electronic Devices

Recording of class meetings is permitted only if the professor is first asked and gives permission. Recording a class without permission is prohibited. If a student is granted permission, recording is conditioned upon the students agreement to share any recording with any classmate who makes a reasonable request. Internet access is not allowed during class. It is not sufficient to refrain from using the internet; your Wi-Fi must be disabled during class. Students who fail to comply perfectly with this policy will not be allowed to use their computer. F. Statement of Reasonable Accommodations

Students who need accommodations due to disabilities should contact the Dean of Students and Diversity Affairs Office. The office is located in W102 and can be reached at (213) 738-6888 or disability@swlaw.edu. It is the policy and practice of Southwestern Law School to comply with the Americans with Disabilities Act of 1990 as amended by the ADA Amendments Act of 2008, Section 504 of the Rehabilitation Act, and state and local requirements regarding students and applicants with disabilities. Southwestern will make every effort to provide reasonable accommodations for students with medical, attentional, psychological, learning, or temporary disabilities. Accommodations are not provided to give a student an unfair advantage over other students, but simply to allow a student with disabilities to have an equal opportunity to be successful.

Contracts I (2013-14 Evening) Professor Krone Page 4 of 7 A student has the responsibility to meet with the Dean of Students and Diversity Affairs Office as early as possible to discuss his or her request for special accommodations. Students who do not seek accommodations need not make their disabilities known. Further information regarding procedures, policies and documentation required is available in the Student Handbook. G. Office Hours/Instructor Availability/Teaching Assistants

My office is BW333, and my standing office hours are Mondays at 4:15-5:45 and Thursdays at 9:30-11:00 PM. You can sign-up for an appointment on TWEN. If you cannot make it at my regular hours, you can arrange an appointment at an alternate time by emailing me. I can also be reached for questions at skrone@swlaw.edu and (818) 720-2621. I will announce extended office hours some individual appointments and some open sessions for the class in the period leading up to exams and for review of completed exams. I am also available to meet for lunch, or at other convenient times, with groups of students. I communicate with the class through TWEN; make sure you are receiving TWEN communications and familiarize yourself with the course page. Our course TAs are Francisco Alcala, Haley Golding, Jessica Villar, Lindsey Hay, Matthew Papa, and Vincent Look. They will give class presentations, review practice answers, and hold some open office hours. Times and locations will be announced throughout the semester. III. ASSIGNMENTS

The reading assignments and topics covered in the course are set forth below. The assigned readings are due before class. Assignments are subject to change or supplementation. Furthermore, although dates are indicated for each reading, some assignments may take slightly longer to cover than the time indicated. Consequently, the material in class will not always match perfectly with the dates in the syllabus. I mention the names of cases that we will discuss, but you should read all of the pages assigned. Some students mistakenly assume that the notes and questions are not important, but you should read them carefully because they serve several important functions, including providing an opportunity to apply legal principles to new facts from real cases; drawing out important legal matters not necessarily dealt with in the main case; describing how current law has evolved on legal point(s) raised in older cases; highlighting exceptions to the rule or point of law; and providing useful outlines of the law. Most importantly, whatever you are reading, always be an active reader trying not merely to comprehend, but also to analyze critically and creatively. The Expectation Damages Principle Classes 1 & 2 Thu 22 Aug and Mon 26 Aug: CB 1-6 (Hawkins v. McGee); R2d 344, 345, 347. [F 12.1, 12.2, 12.8.]

Contracts I (2013-14 Evening) Professor Krone Page 5 of 7 Class 3 Thu 29 Aug: CB 6-16 (Groves v. John Wunder Co. and Peevyhouse v. Garland Coal & Mining Co.); R2d 348. [F 12.3, 12.9, 12.13.] No Classes on Mon 2 Sept Labor Day or Thu 5 Sept Rosh Hashanah. TA Review #1 Tue 3 Sept @ 8:50 PM Expectation Damages Class 4 Mon 9 Sept: CB 16-21 (Landis v. William Fannin Builders, Inc.). Classes 5 & 6 Thu 12 Sept and Mon 16 Sept: CB 22-30 (Acme Mills & Elevator Co. v. Johnson, Laurin v. DeCarolis Constr. Co., Inc., and Missouri Furnace Co. v. Cochran); UCC 2-601, 2-609 through 2-612, 2-703, 2-706, 2-708 through 2-715, 2-717, 2-719, 2-723. [F 12.9 through 12.12 (but not including Lost volume).] In the UCC, pay attention to the distinction between sellers remedies and buyers remedies. TA Review #2 Tue 17 Sept @ 8:50 PM UCC Buyers and Sellers Remedies Class 7 Thu 19 Sept: CB 30-34 (Neri v. Retail Marine Corp. and R.E. Davis Chemical Corp.); R2d 350, comment d; UCC 2-708(2). [F 12.12 (Lost volume).] Class 8 Mon 23 Sept CB 34-37 (stop at Why Not Reliance?) (Illinois Central R.R. Co. v. Crail, Louise Caroline Nursing Home, Inc. v. Dix Constr. Corp., and Watt v. Nevada Central R.R. Co.). Reliance Class 9 Thu 26 Sept: CB 37-56 (but not including Mt Pleasant Stable on CB 50) (Chicago Coliseum Club v. Dempsey, Security Stove & Mfg. Co. v. American Ry. Express Co., and L. Albert & Son v. Armstrong Rubber Co.); R2d 349. [F 12.15, 12.16.] Limitations: Mitigation, Certainty and Consequential Damages/Foreseeability Class 10 Mon 30 Sept: CB 56-67 (Rockingham County v. Luten Bridge Co., Leingang v. City of Mandan Weed Board, Kearsarge Computer, Inc. v. Acme Staple Co., Parker v. Twentieth Century-Fox Film Corp., and Billetter v. Posell); R2d 350; UCC 2-706, 2-712. [F 12.12.] TA Review #3 Tue 1 Oct @ 8:50 PM Lost Volume Sellers and Reliance Damages Class 11 Thu 3 Oct: CB 75-78 (Hadley v. Baxendale and Black v. Baxendale) and CB 82-87 (Lamkins v. International Harvester Co. and Victoria Laundry (Windsor) Ltd. v. Newman Indus., Ltd.); R2d 351; UCC 2-710, 715. [F 12.14.] Class 12 Mon 7 Oct: CB 91-98 (MindGames, Inc. v. Western Publishing. Co., Freund v. Washington Square Press, Inc., and Fera v. Village Plaza, Inc.); R2d 352, comment b. [F 12.15, 12.17.]

Contracts I (2013-14 Evening) Professor Krone Page 6 of 7 Restitution Class 13 Thu 10 Oct: CB 98-107 (Boone v. Coe, Mobil Oil Exploration & Producing Southeast, Inc. v. U.S., United States v. Algernon Blair, Inc., and Kearns v. Andree), CB 110-11 (Note: Discontinuity at Full Performance), and CB 120-21 (R3d of Restitution and Unjust Enrichment 39); R2d 370, 371, 373, 374. [F 2.20, 12.19, 12.20.] (No Office Hours) TA Review #4 Thu 10 Oct @ 9:30 PM Mitigation and Consequential Damages Liquidated Damages and Penalty Clauses Class 14 Mon 14 Oct: CB 141-45 (Muldoon v. Lynch) and CB 147-56 (Wilt v. Waterfield and Samson Sales, Inc. v. Honeywell, Inc.); R2d 356; UCC 2-718. [F 12.18.] Equitable Relief/Specific Performance Class 15 Thu 17 Oct: CB 156-65 (Edge Group WAICCS LLC v. Sapir Group LLC), CB 170-71 (Paloukos v. Intermountain Chevrolet Co.), and CB 181-86 (Lumley v. Wagner, Pingley v. Bronson, and Fullerton Lumber Co. v. Torberg); R2d 357 through 362, 364, 366, 367; UCC 2-716. [F 12.4 through 12.7.] (No Office Hours)
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Introduction to Consideration Class 16 Mon 21 Oct: CB 193-202 (Congregation Kadimah Toras-Moshe v. DeLeo, Pitts v. McGraw-Edison Co., and In re Bayshore Yacht & Tennis Club Condominium Assn, Inc.); R2d 71 through 77, 81, 21. [F 2.2, 2.3.] TA Review #5 Tue 22 Oct @ 8:50 PM Restitution and Equitable Relief The Bargained-For Exchange Class 17 Thu 24 Oct: CB 203-11 (Hamer v. Sidway, Earle v. Angell, and Whitten v. Greeley-Shaw) and CB 213-18 (Fischer v. Union Trust Co.). [F 2.4 through 2.6, 2.11, 2.16 through 2.18.] Promises Grounded in the Past Class 18 Mon 28 Oct: CB 218-33 (Mills v. Wyman and Webb v. McGowin); R 86. [F 2.7 through 2.10, 2.12.] Promissory Estoppel Class 19 Thu 31 Oct: CB 233-42 (Seavey v. Drake, Kirksey v. Kirksey, Ricketts v. Scothorn, and Prescott v. Jones); R 90. [F 2.19.] Class 20 Mon 4 Nov: CB 242-52 (Allegheny College v. National Chautauqua County Bank) and CB 262-66 (Kolkman v. Roth and Stearns v. Emery-Waterhouse Co.).

Contracts I (2013-14 Evening) Professor Krone Page 7 of 7 TA Review #6 Tue 5 Nov @ 8:50 PM Consideration Precontractual Negotiations Class 21 Thu 7 Nov: CB 267 (Section 5. Precontractual Obligation), 271-83 (James Baird Co. v. Gimbel Bros., Drennan v. Star Paving Co. and Dynalectric Co., Inc. v. Clark & Sullivan Constructors, Inc.), CB 286-91 (Hoffman v. Red Owl Stores, Inc.) and CB 319-22; R2d 26, 27, 45, 87. [F 3.1 through 3.5, 3.12.] Meeting of the Minds Classes 22 & 23 Mon 11 Nov and Thu 14 Nov: CB 293-304 (Raffles v. Wichelhaus, Flower City Painting Contractors v. Gumina Constr. Co., and Embry v. HargadineMcKittrick Dry Goods Co.); R2d 20, 33, 34; UCC 2-204. [F 3.6 through 3.9.] TA Review #7 Tue 12 Nov @ 8:50 PM Promissory Estoppel Offer and Acceptance Class 24 Mon 18 Nov: CB 304-19 (Morrison v. Thoelke, Moulton v. Kershaw, and Petterson v. Pattberg); R2d 22 through 24, 29 through 32, 35 through 49, 63; UCC 2-206. [F 3.10 through 3.13, 3.15 through 3.20, 3.22 through 3.25.] TA Review #8 Tue 19 Nov @ 8:50 PM Meeting of the Minds Class 25 Thu 21 Nov: CB 320-26 (Carlill v. Carbolic Smoke Ball Co.) and CB 336-48 (Davis v. Jacoby and Brackenbury v. Hodgkin); R2d 36, 45, 62, 87; UCC 2-205. [F 3.10, 3.11, 3.16 through 3.20, 3.23 through 3.25.] Class 26 Mon 25 Nov: CB 488-99 (Hobbs v. Massasoit Whip Co., Martin v. Little, Brown & Co., Collins v. Lewis, and Seaview Assn of Fire Island, N.Y., Inc. v. Williams); R2d 69. [F 3.14.] TA Review #9 Tue 26 Nov @ 8:50 PM Offer and Acceptance No Class on Thu 28 Nov Thanksgiving. Limited and Indefinite Promises Class 27 Mon 2 Dec: CB 348-67 (Wood v. Lucy, Lady Duff-Gordon, Omni Group, Inc. v. Seattle-First Natl Bank, Feld v. Henry S. Levy & Sons, Inc., and Corenswet, Inc. v. Amana Refrigeration, Inc.; R2d 33, 34. [F 2.13 through 2.15, 3.27 through 3.30.] Class 28 Tue 3 Dec: Course Review and Exam Questions TA Review #10 TBA Exam Prep Session