Initial Contracts Syllabus

Fall 2016
Professor Engler

I.

Office Hours & Contact Info: Wednesdays 3-5, and by appointment;

office # 505; 212-790-0217; engler@yu.edu (email preferred). The
courses TA is Alex Deutsch, available at:
addeutsc@law.cardozo.yu.edu.

II.

Required books: (i) Blum and Bushaw, Contracts: Cases, Discussion,

and Problems (3rd Edition 2012 Wolters Kluwer); and (ii) Burton &
Eisenberg, Contract Law: Selected Source Materials Annotated, 2016
(West) [earlier year edition should suffice].

III.

Grading and Written Problem Submissions: Final grades will be

based primarily on the final examinations, along with the following
two adjustments. First, I will take into account as appropriate the
mid-term examination, which will be graded on a modified pass/fail
basis (with an additional high pass possibility). Second, I will adjust
exam grades upwards or downwards as appropriate based on class
participation (both cold call responses and other meaningful
contributions to the class discussions), attendance, and written
answers to assigned problems. In particular, everyone must submit
written answers to assigned problems (at least) 2 times during the
Fall term and 7 times during the Spring. Such submissions must be
sent to me via email at engler@yu.edu by 5:00 p.m. the day before
the relevant class, and you must then be in your assigned seat at
the start of such class. If you are a late worker, you can instead
submit by 8 p.m. provided you submit one additional one (i.e., 10
for the full year instead of the usual 9). Material noncompliance with
this written submission requirement will result in an automatic one
notch decrease in grade (e.g., from a B+ to a B, or B- to C+).

IV.

LEARNING GOALS AND OUTCOMES: We will analyze the legal

standards that must be met in order to obtain relief for contractual
relations, along with the underlying theoretical justifications for
those standards.] This will involve analysis of existing cases,
occasional statutes, and assigned hypothetical problems.
Accordingly, the primary goals for this course are the following: (a)
development of sound proficiency with the core doctrines of
contract law, (b) an appreciation of the process by which those
doctrines might have evolved, including especially the policy
arguments and other factors which appear to drive the application,
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modification, extension, and limitation of legal rules; (c) the ability

to read a new contracts case going forward and ascertain not just
the holding of such case, but the parameters of such holding based
on factors such as the relevant facts and policies; and (d) the ability
to apply the law to new factual contexts.
V.

Class Topics & Schedule. Our regular meeting times this semester
are Tuesdays from 2:30-3:51, Wednesdays from 1:30-2:24, and
Fridays from 12:30 1:51, all in Room 206. The exceptions to this
regular schedule due to holidays and legislative days are reflected
in the scheduled assignments for each class below. I might make
some adjustments as we progress through the semester. We will
cover only those problems specifically assigned (see, e.g.,
Assigned Problem: 3.3 on Thursday Oct 27).

Wednesday Oct 19 (1:30-2:24): Introduction to Contract Damages [Chapter

1C, 20A]. Readings: pp. 1-2 (top); 27-28(top); 33(bottom)- 34(top);

35(middle)-36; 797-805 (middle). Focus especially on the Hawkins v. McGee
case on pp 800-03.
Friday Oct 21 (12:30-1:51): Introduction to Contracts and the UCC [Chapter 1B,

2A, 2B]. Readings: pp. 11(bottom)-13(top); 18(bottom)-25 (middle); 3751(top). [You also might want to peruse the unassigned portions of Ch. 1,
especially pp. 3(middle)-8(middle), 10, 13-17.]
Thursday, Oct 27 (2:30-3:51, Tuesday schedule): Contractual Assent: Objective

Standard, Reasonable Person, Duty to Read [Chapter 3A-3C]. Readings: pp.

59-75. Assigned Problem: 3.3 on p. 75.
Friday Oct 28 (12:30-1:51): Contractual Assent: Web-Based Transaction, Bad

Jokes [Chapter 3D-3E].

Readings: pp. 76-93.

Tuesday Nov 1 (2:30-3:51): The Offer [Chapter 4]. Readings: 95-117

Wednesday Nov 2 (1:30-2:24): Acceptance: General Principles, Interpretation

of Substantive and Procedural Requirements [Chapter 5A, 5B].

123-139.

Readings:

Friday Nov 4 (12:30-1:51): Acceptance: Silence, Revocation, Unilateral

Contracts [Ch. 5D- 5F]. Readings: 144 (middle) 165.

Tuesday Nov 8 (2:30-3:51): Conflicting Terms, Battle of Forms [Chapter 6A-B]

Readings: pp. 169-83.

Wednesday Nov 9 (1:30-2:24): Late Notice of Standard Terms [Chapter 6C]

Readings: pp. 188-203.

Friday Nov 11 (12:30-1:51): Preliminary, Agreement to Agree [Chapter 7B, 7C].

Readings: 207-224. Assigned Problem: 7.1 on page 217.

Tuesday Nov 15 (2:30-3:51): Indefiniteness, Bargain in Good Faith, Tortious

Interference [Chapter 7D-F]. Readings: 225-238.

Wednesday Nov 16 (1:30-2:24): Statute of Frauds (Chapter 8). Readings: pp.

239 261.
Friday Nov 18 (12:30-1:51): Consideration: Intro, Elements (Chapter 9A1-2):

Readings: pp. 265 284(top).

Tuesday Nov 22 (2:30-3:51): Consideration: Elusive Purpose, Adequacy

(Chapter 9A3, 9B1): Readings: pp. 285 303 (top).

Wednesday Nov 23 (1:30-2:24): Consideration: Mutuality (Ch. 9C): Readings:

pp. 316 327.

Tuesday Nov 29 (2:30-3:51): Consideration: Preexisting Duty, Settlements (Ch.

9B2-3): Readings: pp. 303 315. Assigned Problem: 9.3 on pp. 315-16.
Wednesday Nov 30 (1:30-2:24): Promissory Estoppel, Overview, Gratuitous (Ch

10A-10B): Readings: 331-347(middle).

Friday Dec 2 (12:30-1:51): Promissory Estoppel, Charitable, Bargain Contexts

(Ch. 10B-C): Readings: 347(middle) 364 (bottom).

Tuesday Dec 6 (2:30-3:51): Promissory Estoppel, S/F, Remedies (Ch. 10C2-D):

Readings: 364(bottom)-82.
Wednesday Dec 7 (1:30-2:24): Options and Firm Offers [Chapter 11]: Readings:

pp. 383-397.
Friday Dec 9 (12:30-1:51): Review of Prior Midterm (counts as a Problem
submission).