Contracts Syllabus

Law 602—Section 319G

University of Baltimore School of Law
LL.M. in the Law of the United States

Fall 2010 Tuesdays, Thursdays 3:30 to 5:20 p.m.

Classroom Business Center 001
Professor Jane Schukoske
B.A. (Boston), J.D. (Vanderbilt)
LL.M. (Georgetown)

Contacts: Office LC202C Telephone 410 837-6761 Email jschukoske@ubalt.edu

Office Hours: Wednesdays 3:00 – 4:30 p.m. and by appointment

LAW Scholar: Mary Waugaman Email Mary.Waugaman@ubalt.edu

Wednesdays 4:45 – 5:45 p.m. Room TBA

Course Materials

BRIAN A. BLUM & AMY C. BUSHAW, CONTRACTS. CASES, DISCUSSION AND PROBLEMS (2nd ed., New York: Aspen,
2008).

This contract law course book helps students learn. Its approach is to set out a legal rule, explain the rule
textbook fashion, provide an example of a court applying the rule to a real-life case, and then pose
problems to the students so you can apply the rule to fact situations.

Course Web Page

There is a TWEN course web page for LL.M. Contracts. During orientation week, you should pick up your
WestLaw password and register for the course TWEN site on http://www.lawschool.westlaw.com. Check
the TWEN course page weekly for updates on assignments. You may post observations, readings and
questions on the discussion forum.

Scope of the course

This course introduces the law of contracts of the legal system of the United States. Topics include
creation of contracts; capacity to contract; mutual assent; offer and acceptance; consideration;
compliance with formality; novation; third party beneficiaries; mutual mistake; parol evidence; specific
performance; conditions; impossibility; frustration; assignment and discharge of contract obligations;
contracts of agents; and the statute of frauds. In addition to common law principles, the course explores
selected sections of the Uniform Commercial Code and Restatement of Contracts.

Attendance, Preparation and Participation in Class

Regular and punctual attendance is expected. As the attendance policy in the LL.M. LOTUS Handbook
2010-11 states, a student whose unexcused absences exceed five classes may be compelled to withdraw
from the course. Students whose total number of absences exceeds five may be referred to the
Associate Dean for Student Affairs to make explanation and for appropriate action. Class participation
forms a part of your grade.
Contracts LL.M. Syllabus Fall, 2010 -2- Prof. Schukoske

You should prepare well for all classes. I expect you to read the assigned materials carefully and make
notes for yourself about responses to the Problems within the assigned pages. Please also be sure to
read statutory materials appropriate to the day’s class assignment.

Participation in class is a key feature of American education. The quality of class participation includes:
how well a student prepared, how well he or she thinks about and discusses issues that arise in class,
how clearly and succinctly he or she expresses ideas, how well he or she listens to and take into account
other students’ comments, and how actively and how well he or she voluntarily participates. Consistently
active class participation demonstrating you have read and thought about the issues raised in the
assignment is expected.

Internet/Laptop Policy

Students may use laptops in the classroom for note taking and other class purposes as directed by the
professor. Laptops may not be used in class for checking e-mail or other purposes not related to the
class.

Grading

There are three components to your grade in this course:

(1) Participation in class, discussion forum and on written homework assignments (20%)
(2) Grade on the mid-term examination (20%)
(3) Grade on the four-hour in school, open book final examination (60%) scheduled on
Monday, December 13, 2010 from 1:00-5:00 p.m.

Reference Books, Commercial Outlines and Your Outlines

Students learn by actively thinking about, writing about and applying legal concepts rather than just
reading about them. That is one reason why U.S. law schools have interactive classes rather
than lectures. It is likewise a reason why you should not rely on reading commercial outlines,
but should actively write your own. You can use the organization of the course book as the
basis for your own outline. You should refer to rules by section number from the Restatement
and from the UCC, rather than by case name. You should not memorize rules.

There are three high quality reference textbooks that have stood the test of time. In preparing for class, in
creating your outline and in studying for the final examination, you may wish to consult one or
more of these works:

BLUM, BRIAN A, CONTRACTS EXAMPLES & EXPLANATIONS 4th ed. (New York: Aspen, 2007).
FARNSWORTH, E. ALLAN, CONTRACTS, 4th ed. (New York: Aspen, 2004).
PERILLO, JOSEPH M., CALAMARI AND PERILLO ON CONTRACTS, 6th ed. (St. Paul: West, 2009).

Because they are in competition one with another and with other works, new they cost less than does the
course book. Moreover, you need not buy the latest edition; you can find relatively recent editions on the
second hand market for as little as $10. You might check, among other sites: abebooks.com,
amazon.com and half.com.
Contracts LL.M. Syllabus Fall, 2010 -3- Prof. Schukoske

Assignments: Prepare to discuss the topics, cases and all problems on the pages assigned below. For
all assignments, READ THE APPLICABLE UCC AND RESTATEMENT PROVISIONS!

Date Chap Pages Topics

8/24 1 1-33 Intro to Contracts; What Makes An Agreement into a Contract;
Enforcement of Contracts: Intro to Remedies
8/26 2 35-57 Uniform Commercial Code
8/31 4 81-84, Problem Offer
4.1 on 90-105
9/2 5 107-108, 112-124, Acceptance: Nature, Effective Date, Silence as Acceptance
127-129
9/7 5 129-130, 134-141, Acceptance: Termination of Power of Acceptance, Acceptance
146-148 by Performance
9/9 6 153-156, 165-168 Contract Formation: Standard Terms / Electronic Media
9/14 6 179-186, Problem Contract Formation: Battle of the Forms
6.3 on 194-198
9/16 8 237-244 Statute of Frauds
9/21 8 245-255, Problem Statute of Frauds (continued)
8.3 on 260-262
9/23 7 203, 208-222, Preliminary, Incomplete and Indefinite Agreements
229-230
9/28 9 263-270, 274-288 Consideration : Basics
9/30 9 288-290, 297-309 Consideration : What Suffices
10/5 9 309-320 Consideration: Mutuality and Its Limits
10/7 10 321-325, 331-339 Promissory Estoppel
10/12 10 342-354, 359-361, Promissory Estoppel (continued)
Pr10.2 on 368-
369
10/14 Midterm examination
10/19 11 371-382 Options and Firm Offers
10/21 12 383-391, 394-401 Unjust Enrichment
10/26 13 403-410, Problem Policing Contracts: Misrepresentation
13.1 on 426-429
10/28 13 432-440, 444-445, Policing Contracts: Duress and Contract Modification
450-455
11/2 13 461-469, 482-484 Policing Contracts: Unconscionability
11/4 15 529-533, 539-544 Contract Interpretation and Construction
556-558, 564-567
11/9 16 575-601,omit 16.2 Parol Evidence Rule
11/11 17 611-619, 624-629, Misunderstanding, Mistake, and Excuse
644-646, 650-659
11/16 18 661-669, 671-675 Conditions and Promises
11/18 19 701-704, 706-710, Breach and Repudiation
716-729
11/23 20 731-749, Problem Remedies: Fundamentals
20.2 on 760
11/30 20 773-778, 782-786, Limitations on Recovery Expectation Damages
794-795, 804-807
Note: Chapters 3, 14 and 21 are not assigned due to time constraints.