This is a course about a fundamental way in which legal relations are organized: through agreement. It is also a course about what happens when people change their minds about what they agreed to and what happens when they never really agreed but the law treats them as if they did. We will cover the basic doctrines of contract law: what it takes for a contract to be enforceable (offer, acceptance, consideration, certainty, capacity, legality, compliance with required formalities where applicable), excuses that get people out of contracts (misrepresentation, mistake, duress, undue influence, material breach, illegality), how we decide what counts as an obligation and a breach of an obligation (interpretation, good faith, implied terms), and what the potential remedies are if there has been a breach (specific performance, damages, restitution).

Our course will primarily be a problem-solving course, organized around learning how to implement contract law in practice and how to deploy the doctrines to develop strategic advice for a client about the nature of their contractual obligations. Students will work in teams throughout the course completing assignments that build capacity to work with complex sets of facts to develop a strategy for achieving client goals in the formation, management, or dissolution of contractual relationships.

We have three types of classes.  The majority are relatively conventional classes where we discuss the law.  Some classes will be ‘theory’ classes.  I include the theory, so you get a broad introduction to the big picture of contracts and to give you additional tools for legal analysis and argument in your work on problems.   Last, we will have classes where we focus exclusively on discussion of the problems you have worked on in your groups.  During these classes, a representative from each group will participate in a discussion about some (not all) of the issues raised in the memos.  Memos will be due a day or two before this class; they will be posted on the course website and the reading assignment for memo discussion days will be to review all the memos posted by the class.   I also anticipate scheduling individual group meetings with me to discuss memos and principles of contract and use legal analysis and arguments to solve the cases presented.  

I shall be sharing upcoming materials in advance, to give you an opportunity to read what we shall discuss. Anyone can be called to explain to the class a matter covered in the “advance materials”. Be prepared.  You get two “get out of questions passes” that you are free to use as you wish. Past those, you get a negative assessment every time you sound unprepared for the class.