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Instructor: Prof. Avery Katz, 911 Jerome Greene Hall (854-0066, ak472@columbia.edu.) My regular conference hours for the Fall 2008 term will be announced during the first week of the term, but students enrolled in my classes are generally welcome on a walk-in basis. To make an appointment at other times, just call or e-mail me. Should you need to contact my faculty assistant, she is Amara Levy-Moore, 600/4 Jerome Greene Hall (854-0064, alevym@law.columbia.edu.)
There are also three teaching assistants for the course, Deryn Dobson (djd2118@columbia.edu), Yael Fischer (yjf2002@columbia.edu ), and Ken Kiyota (kk2017@columbia.edu). The TA's will be holding weekly discussion sections and will be available for additional consultation relating to the course; they will contact you regarding an organizational meeting during the first week of the term.
Class meets: Tuesday through Friday from 10:40 am –noon, location to be announced. Tuesday classes will only meet as needed to make up for classes lost to holidays and the Legal Methods exam; for details see the schedule below. Please also check the official CLS curriculum guide for the most up-to-date room information.
Readings: There are two required texts: Fuller and Eisenberg, Basic Contract Law, 8th ed. (West Law School Publishing: 2006; do not buy the concise edition), and Burton and Eisenberg, Contract Law: Selected Source Materials, (West Law School Publishing: 2008 edition, any edition after 2005 is acceptable). These books should be available at the university student bookstore. There is also a required coursepack consisting of supplementary cases and readings, available from Printing Services (located between the law school and the School of International and Public Affairs) and also available online to registered students (you will need your network ID and password to access it from the law school server).In addition, students who desire additional background reading on legal doctrine are encouraged to consult Chirelstein, Concepts and Case Analysis in the Law of Contracts, 5th ed. (Foundation Press: 2006) or the one–volume student edition of Farnsworth on Contracts (Aspen Law & Business, 4th ed. 2004). Students interested in additional reading on conceptual and policy issues are encouraged to consult Craswell and Schwartz, Foundations of Contract Law (Foundation Press: 2000). All these books, along with others I will occasionally refer to or recommend, can be found on course reserve at the law library.
Online resources: A copy of this syllabus, as well as copies of reading assignments, handouts and other class-related materials as they become available, and an online discussion group can be found on the official course page on the Columbia server, at http://www.columbia.edu/~ak472/contracts. You may also send e-mail to the class at mail_08F_L6105_002@equinox.law.columbia.edu.
Format and requirements: The class format will combine lecture and discussion, with a primary focus on the latter. Students are expected to attend all class meetings, and to prepare for and participate in class discussion on a regular basis. In addition, each student will be assigned to submit two short memos (150-300 words) to the online discussion group. Further administrative details regarding these assignments will be provided in the first week of the term.Grading: Grades will be primarily based on an 8-hour take–home final exam, and secondarily based on student contributions to class discussion. Specifically, students who make significant positive contributions to class discussion over the course of the semester will have their grades raised (e.g., from B+ to A-); while those whose participation or attendance has been delinquent will have their grades lowered.
Reading assignments: The following is a tentative schedule of reading assignments. Please note that the assignments may be modified, delayed, or accelerated as the semester goes along. Weekly updates will be posted on the announcement page of the website; specific assignments for each class will be announced in the preceding class. Some cases will be omitted; these also will be announced in class.
Page numbers refer to the Fuller and Eisenberg casebook; bracketed numbers refer to the supplementary coursepack; relevant sections of the UCC and other statutes can be found in the statutory supplement by Burton and Eisenberg. Whenever a statutory section is referenced in the casebook or coursepack, you will need to look up that section in the supplement and read it with care.
Wednesday, September 3 Class #1 Donative promises. 1–13, [1]. Thursday, September 4 Class #2 The principle of form. 13-23, [2]. Friday, September 5 Class #3 The principle of reliance. 23-46 [omitting Stout v. Bacardi] . Wednesday, September 10 Class #4 The principle of bargain. 47-63. Thursday, September 11 Class #5 The principle of benefit. 504-07, 151-162. Friday, September 12 Class #6 Unconscionability and related limits on freedom of contract. 63-86, [3, 4]. Wednesday, September 17 Class #7 Mutuality of consideration. 86-106, [5, 6]. Thursday, September 18 Class #8 Modification of contracts. 107-127. Friday, September 19 Class #9 Modification and waiver. 138-150. Tuesday, September 23 Class #10 The limits of contract law. 163-187 [omitting T.F. v. B.L. ] Wednesday, September 24 Class #11 Contract without law. [7, 8, 9]. Thursday, September 25 No class meeting [Legal Methods study day] Friday, September 26 No class meeting [Legal Methods exam] Wednesday, October 1 No class meeting [Rosh Hashana] Thursday, October 2 Class #12 Introduction to damages for breach of contract. 190-216, [10]. Friday, October 3 Class #13 Measuring damages from breach. 217-241, [11]. Tuesday, October 7 Class #14 Damages in contracts for the sale of goods. 241-247, 253-266 Wednesday, October 8 Class #15 The duty to mitigate damages. 266-279, [12]. Thursday, October 9 No class meeting [Yom Kippur] Friday, October 10 Class #16 Foreseeability as a limit on damages. 279–292, [13, 14]. Tuesday, October 14 Class #17 Contracting over damages. 308-323. Wednesday, October 15 Class #18 Specific performance. 324-340, [15,16]. Thursday, October 16 Class #19 Reliance and restitution damages. 341-365. Friday, October 17 Class #20 Damages in private arbitration. [20, 21]. Tuesday, October 21 Class #21 Introduction to interpretation. 368–384, 393–396, [22]. Wednesday, October 22 Class #22 Interpretation, continued. 397-405. Thursday, October 23 Class #23 Formation of contracts. 413-429. Friday, October 24 Class #24 Formation of contracts, continued. 430-448. Wednesday, October 29 Class #25 Estoppel in preliminary negotiations. 448-455, 478-488, [23, 24]. Thursday, October 30 Class #26 Modes of acceptance. 456-469, 475-478, and 491-501. Friday, October 31 Class #27 Implied contracts. 508-535, [25]. Wednesday, November 5 Class #28 Indefiniteness in preliminary negotiations. 557-583. Thursday, November 6 Class #29 Parol evidence and interpretation. 584-607, 615-637 (selections). Friday, November 7 Class #30 Interpreting standard form contracts. 692-712, [26] Tuesday, November 11 Class #31 Formation of standard form contracts. 641-664. Wednesday, November 12 Class #32 Formation of standard form contracts, continued . 664-691. Thursday, November 13 Class #33 Unilateral mistake. 714-731. Friday, November 14 Class #34 Mutual mistake. 732-750. Tuesday, November 18 Class #35 Nondisclosure and reformation. 750-764. Wednesday, November 19 Class #36 Change of circumstance. 765-783. Thursday, November 20 Class #37 Performance in good faith. 886-914, [27]. Friday, November 21 Class #38 Substantial performance. 915-933. Tuesday, November 25 Class #39 Conditions and excuse. 934-941, 945-961, and 965-974. Wednesday, November 26 Class #40 Breach and response. 975-996. Thursday, November 27 No class meeting [Thanksgiving break]. Friday, November 28 No class meeting [Thanksgiving break]. Tuesday, December 2 Review session