Capital University Law School

Contracts Syllabus -- Prof. Ferriell -- Spring 2008

Welcome back to school and to the second half of Contracts. 

Last semester, we studied how the law enforces promises, and (remedies - the consequences of entering into a contract), and the law of which promises the law deems worthy of enforcement (consideration and promissory estoppel). We also studied the statute of frauds, which serves many of the same purposes as consideration & promissory estoppel. See Fuller & Eisenberg, pp. 13-14 & pp. 1034-35.  This semester, we will study the agreement formation process, interpretation of agreements, performance and breach, excuses for non-performance, and the rights of third parties (assignments and third-party beneficiaries).

You’ll probably notice right away, that we’ll be going through the material more quickly than we did last semester.  During the fall, we covered only 401 of the casebook’s 1074 pages at a rate of 14-15 pages per class.  This semester we’ll cover almost twice the distance, approximately 673 pages, in the same amount of time, at a rate of about 24 pages per class.  Last semester, you had far less experience in reading cases and statutes.  In addition, last semester we spent considerable time on case reading skills, statute reading skills, outlining skills, and law school exam-taking skills.  We’ll do some of that this semester, but we’ll devote a bigger percentage of our time to the substantive law of Contracts.

COURSE REQUIREMENTS:

The course requirements are similar to those of last semester: preparation, attendance, participation, and exams.  I expect your best professional effort at all of these, just as if you were working on a project for a client who would rely on and pay for your work.

MATERIALS:

Required: The required books for this course are the same ones we used last semester:

•  Lon L. Fuller & Melvin Aaron Eisenberg, Basic Contract Law (8th ed. 2006).

• Steven J. Burton & Melvin A. Eisenberg, Contract Law: Selected Source Materials (2007 ed.)

Supplemental: In addition, you are likely to want to consult one or some of the following supplemental sources:

• Brian Blum, Contracts, Examples and Explanations (4th ed. 2007)  (good detailed illustrations).

• Alan Farnsworth, Contracts (4d ed. 2003) (lots more detail).

• Jeffrey T. Ferriell & Michael Navin, Understanding Contracts (2004) (just like I wouldl explain it, with citations to key cases and law review articles with more detailed explanations)

• John Edward Murray, Murray on Contracts (4th ed. 2001) (my favorite when I was in law school).

• Joseph M. Perillo, Calamari & Perillo on Contracts (5th ed. 2003)

• James  J. White & Robert Summers, Uniform Commercial Code Hornbook (5th ed. 2000) (for lots of good UCC details - maybe the best hornbook ever, on any subject).

Commercial outlines and outlines prepared by upper class students may also appear to be helpful. However, the appealing simplicity of these types of materials may leave you with a temporarily comforting, but dangerously false sense of security. Do not confuse your ability to recite the facts of cases or black-letter rules of law with the ability to apply them to new and shifting fact patterns.

ATTENDANCE, PREPARATION, & PARTICIPATION

Attendance: Students are expected to be present for all 80 minutes of every scheduled class session.

Students who attend 26 of the 28 scheduled class sessions will have 5% added to their total score for the course, to be used in calculating their grade for the semester.  Students who miss more than 5 scheduled class sessions FOR ANY REASON are unable to receive a grade higher than C for the course, regardless of their score on the exams. Students who anticipate missing more than 5 classes should consult with the Associate Dean to determine whether to seek a leave of absence from law school.

Students are also required to attend occasional review sessions and individual appointments that will be scheduled at times to be announced, unless unavoidable and compelling circumstances make their attendance impracticable. See U.C.C. § 2-615 (2002).

Preparation: I also expect you to have carefully read the assigned material, together with any cited or assigned provisions of the Uniform Commercial Code (U.C.C.) and their Official Comments, and other assigned materials.   When called upon in class you must be prepared to answer questions about the content and meaning of the assigned material. You are required to prepare a brief of all assigned cases in the text; copies of briefs prepared by others or “book briefs” in the margins of the casebook, are not sufficient – you’re still too new at this to take these shortcuts.  From time to time I may ask for a copy of your briefs of the assigned cases, with or without prior notice. Failure to have a satisfactory written brief on these occasions will be treated as an absence.  Briefs should be substantially in the format suggested in your course on Legal Research and Writing or during law school orientation.

While there is a certain amount of information you will need to remember for each day's class, you will also need to develop an ability to use what you know about the facts, issues, and holdings of the cases we will study.  This is different from many college courses where simply remembering a quantity of information may have been sufficient.  Here, memorization is necessary – but not sufficient. 

You will also need to acquire the ability to refer to and use the UCC to resolve issues in the course.   As with any statute, paying precise attention to specific language is may be critical to your analysis of its meaning and application. Finally, in preparing for class you should consider not just the facts of the particular cases assigned, but also hypothetical facts similar, but perhaps legally different from those before the court.

In preparing for class you are still likely to find it useful to refer to a good legal dictionary. Blacks Law Dictionary is the time-honored volume, and I highly recommend it. The multi-volume work, "Words and Phrases" is also helpful. It is located on the 3d floor of the Law Library.

When preparing for class do not overlook the cases cited within the principal cases. Details of these cited cases are sometimes described. When they are, you should be familiar with them.   At times you may even find it useful to use the skills acquired in your course on Legal Research & Writing to find those cited cases in the library and read their entire text.

When the casebook or syllabus refers to a provision of the Uniform Commercial Code (UCC), the CISG, the Restatement, or other statute, treaty, or Restatement you should:

        $          Put the casebook down;

        $          Pick up your copy of supplement;

        $          Find the cited provision;

        $          Study the cited section and any accompanying Official Comments carefully (taking notes as always);

        $          Look for and study carefully any relevant definitional sections (in the UCC, usually in 1-201, 2-101 through 2-107, or in Article 1, regardless of whether a citation is provided;

        $          Determine how the cited provision and any accompanying comments affect the likely outcome of the issues in the case or the  problem involved.

Participation: During class I will normally call on students randomly.  Failure to make a reasonable and good faith response, based on adequate preparation, (including but not limited to a written brief), will be treated as an absence from class. 

Late Arrival: I am not friendly toward students who arrive late for class. If I call on you before you arrive, or if you are late more than 3 times, I will treat your late arrival as an absence.

Clickers: 

In class, we will be using an interactive teaching device called CPS.  You must purchase a hand-held clicker from the bookstore.  You will use the clicker during class and must bring it with you every day.  Use of the clicker is part of class participation (see above).

ONLINE RESOURCES

TWEN: To supplement class, I will be using TWEN, a web-based platform hosted by Westlaw. 

On TWEN you will find the following: 

• A Copy of this syllabus

•  Computer assisted review exercises from the Center for Computer Assisted Legal Instruction (www.cali.org). These exercises are also available in the computer lab;

• From time to time, Quizzes to help you test your level of class preparation

•   An online discussion of course material;

•   Practice Exam Questions;

•  Supplemental Reading Material

• Other material related to this course

You may use the Continuing Class Discussion page to post questions at any hour of the day (or night) and where others, including myself, can respond.  I will, in general, be reluctant to answer e-mail questions you have about the course material elsewhere.  Questions and may be posted without revealing your identity to other students.

You are responsible for familiarizing yourself with the information posted and discussed on TWEN prior to the examinations.

You must register on TWEN to be able to access it, using your Westlaw password. To do so, go to: http://lawschool.westlaw.com. At the top of the page, there should be a blue bar, with “TWEN” as one of the options you can click on; click on TWEN. There should be further directions that can guide you through registration process. When you register, be sure to use whatever e-mail address you wish to be contacted at (you do not need to use your Capital University Law School account) because this is the address that I will use for any announcements. 

Prof. Ferriell’s Web Pages:  You will also find materials relevant to this course on my web site at:  http://users.law.capital.edu/jferriell/contracts.  Some of the materials on these web pages are identical to those posted on TWEN, such as a copy of the course syllabus.  These pages also contain past exam questions, which you may wish to review before our midterm and final exams.

GRADING

Your grade for the course will be determined according to your performance on a midterm and on a comprehensive final examination at the end of the semester, covering material from fall and spring semester. The midterm will constitute 20% of your grade.  The remaining 80% of your grade will be determined by your performance on the final exam. 

These examinations will be designed to test 1) your skill at identifying issues raised by a previously unseen set of facts; 2) your knowledge and articulation of the legal rules relevant to those legal issues; 3) your ability to apply the law to the facts by explaining how the particular facts of a case are relevant to the resolution of the legal issues; and 4) your ability to articulate and justify the result that is likely to follow from an application of the law to the facts relevant to the issues involved or to support a result desired by one of the parties involved in the case. Thus, although you will have to learn and remember some rules about the law of contracts, it will be crucial for you to develop skills of legal analysis, particularly those involving the relationship between law and fact. The examinations will also be designed to test your skills at reading and applying statutory rules, particularly those in Article 2 of the UCC dealing with sales of goods.

OFFICE HOURS

I am pleased to meet with students in my office, Room 619 in the southeast corner of the 6th floor, when I am there.  My office hours fall semester, when you can usually expect to find me in my office and available to meet, are:

•     Monday: 4 pm - 5:45 pm

•     Wednesday: 4 pm -5:45 pm (except when law school or faculty committee meetings conflict)

•     Friday 4 pm -5:45 pm

I will be pleased to meet with at other times that you find me in my office if I am not otherwise occupied. 

Normally, the best way to reach me at other times is via e-mail at: jferriell@law.capital.edu.  You are also welcome to call me in my office or at home at any time.  However, I am not responsible for the accuracy of answers I provide after 9:00 p.m. and before 7:00 a.m.

Capital Office - Room 619-614-236-6683

Home - 614-444-3994

E-mail: jferriell@law.capital.edu

Prof. Ferriell's Home Page: http://users.law.capital.edu/jferriell

Contracts Information:  http://users.law.capital.edu/jferriell/contracts

REVISED SCHEDULE OF ASSIGNMENTS  - ADJUSTED FOR SNOW DAYS

We will adhere to the schedule provided below even if this means not discussing individual cases or other passages in the assigned material. You will, of course, remain responsible for all of the material assigned regardless of the depth or extent of our classroom discussion.