| Advanced Topics in Contracts and Commercial Law
L9469, Spring 2008
Professor Avery W. Katz
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Assignment for week 3. (Posted 9/16/03.) For Thursday, September 20, please read and be prepared to discuss the second set of readings: Lisa Bernstein, The Questionable Empirical Basis of Article 2's Incorporation Strategy: a Preliminary Study, 66 U. Chi. L. Rev. 710 (1999); and Jody S. Kraus & Steven D. Walt, In Defense of the Incorporation Strategy, in The Jurisprudential Foundations of Corporate and Commercial Law (2000). In case you need another copy of the readings, you can download them from the courseweb.
As before, you should submit a short memo, not to exceed 500 words, that identifies and analyzes a particular issue that in your view is raised or implicated by, but not adequately addressed by, one or both of the readings. Please use appropriate formating so that your paper fits on no more than two printed pages, and please try to focus on one or two important issues in depth, rather than a longer list of points that are covered more superficially. I have posted on the memo page copies of student essays, or excerpts from student essays, that struck me as most effective. Also on the memo page is a PowerPoint presentation written by Eugene Volokh of UCLA Law School that provides illustrations of how to write short essays more concisely.
You should send me your memo via e-mail by noon on Thursday, so that I have a chance to read and comment on it before class. (If you send your memo as an attached file, please be sure that your name appears in the text of the file, and that the filename includes your last name.)
Here are some possible questions to think about in connection with this week's readings.  Is Bernstein's historical evidence persuasive? Does it imply what she suggests it does?  How does Bernstein's evidence relate to the contemporary mercantile setting?  Does international mercantile practice shed any additional light on the questions that the readings discuss?  What policy reasons might there be for or against elevating mercantile custom to the force of law?  Does the legal use of mercantile custom promote justice, even if it does not promote more functional or utilitarian ends?
Assignment for week 2. (Posted 9/07/03.) For Thursday, September 13, please read and be prepared to discuss the second set of readings:  Robert E. Scott, The Rise and Fall of Article 2. 62 La. L. Rev. 1009 (2002), and Robert K. Rasmussen, The Uneasy Case Against the Uniform Commercial Code, 62 La. L. Rev. 1097 (2002). If you did not get a copy of the readings in class, you can download them from the courseweb.
As announced in the syllabus and in our first class meeting, you should submit a short memo, not to exceed 500 words, that identifies and analyzes a particular issue that in your view is raised or implicated by, but not adequately addressed by, one or both of the readings. You should send me your memo via e-mail by 7 am Thursday morning, so that I have a chance to read and comment on it before class. (If you send your memo as an attached file, please be sure that your name appears in the text of the file, and that the filename includes your last name -- e.g., yourname.doc or yourname.week2.wpd.)
Here are some possible questions to think about in connection with this week's readings.  To what extent is Scott's case against the UCC dependent on his criticisms of uniformity?  Is there any special reason why sales contracts, as opposed to other types of contracts, would be more or less usefully treated by a uniform statute?  Are the problems that the ALI and NCCUSL have experienced in connection with the Article 2 revision specific to the particular configuration of interests involved, or are they likely to be general?  Is there reason to think that Congress can or would do a better job with the specific set of problems that led to the difficulties of the Article 2 revision? [In this regard, consider the quality of the process and product that resulted in the Digital Millenium Copyright Act, if you are familiar with it].  To what extent do the authors' arguments about the uniform lawmaking process apply to the analogous transnational commercial context [for example, Unidroit or the U.N. Convention on the International Sale of Goods, if you are familiar with these institutions.]
Note: this is the last week to drop/add. If you plan on taking the seminar for credit but cannot attend this week's meeting and have not already spoken with me about it, please contact me ahead of time.
Assignment for the first week of class. (Posted 7/12/03.)
This seminar will meet in weekly two-hour sessions throughout the fall semester. Regular attendance and participation is required; students may not miss more than one session without obtaining specific permission from the instructor.
For the first class session, Thursday, September 4, please read and be prepared to discuss the first set of readings (available one week before class at the Secretariat Office, Room 711 Jerome Greene Hall, and also available online to registered students). Note that any material appearing in footnotes is optional reading, and do not worry about the technical discussions of the formal game-theoretic model in the Schwartz and Scott article, or its Appendix. Just focus on the parts that are in English.
In future weeks, you will be expected to prepare a short discussion memo on the weekly readings, but there is no memo required for the first week. Attendance at the first meeting is required, however. If you plan on taking the seminar but cannot attend the first meeting, please contact me ahead of time.