Week-by-Week Schedule
Formation: Offer and Acceptance
Week 1 of 14
Readings
Restatement (Second) of Contracts §§ 24-50; Lucy v. Zehmer, 196 Va. 493 (1954); Lonergan v. Scolnick, 129 Cal.App.2d 179 (1954); Casebook Ch. 2
Key Concepts to Master
- Objective theory of contract formation
- Offer vs. invitation to treat/negotiate
- Mirror image rule and the mailbox rule
- Revocation of offers and the master of the offer
- Option contracts and irrevocable offers
Study Tasks
- Brief Lucy v. Zehmer and identify the objective theory in action
- Create flashcards for offer vs. invitation to treat
- Diagram the timeline of offer, acceptance, and revocation rules
- Practice a cold call on whether an advertisement constitutes an offer (Lefkowitz v. Great Minneapolis Surplus Store)
Formation: Consideration and Bargained-for Exchange
Week 2 of 14
Readings
Restatement (Second) of Contracts §§ 71-81; Hamer v. Sidway, 124 N.Y. 538 (1891); Dougherty v. Salt, 227 N.Y. 200 (1919); Casebook Ch. 3
Key Concepts to Master
- Bargained-for exchange as the essence of consideration
- Legal detriment and benefit analysis
- Past consideration is no consideration
- Moral obligation and the material benefit rule (Webb v. McGowin)
- Adequacy of consideration: courts generally do not inquire
- Illusory promises and conditional promises
Study Tasks
- Brief Hamer v. Sidway and identify what constitutes legal detriment
- Create flashcards for consideration doctrine exceptions
- Write a practice essay distinguishing gift promises from bargained-for exchanges
- Draft a one-page comparison: consideration vs. promissory estoppel
Promissory Estoppel and Unjust Enrichment
Week 3 of 14
Readings
Restatement (Second) of Contracts § 90; Ricketts v. Scothorn, 57 Neb. 51 (1898); Drennan v. Star Paving Co., 51 Cal.2d 409 (1958); Casebook Ch. 3-4
Key Concepts to Master
- Section 90 promissory estoppel: promise, reliance, injustice
- Reasonable and foreseeable reliance requirement
- Promissory estoppel as a substitute for consideration
- Quasi-contract and restitution as alternative theories
- Charitable subscriptions and promissory estoppel
Study Tasks
- Brief Drennan v. Star Paving Co. and outline the reliance argument
- Create a comparison chart: consideration vs. promissory estoppel vs. unjust enrichment
- Practice a hypothetical involving a contractor's reliance on a subcontractor's bid
- Create flashcards for the elements of promissory estoppel under Section 90
Statute of Frauds and Formalities
Week 4 of 14
Readings
Restatement (Second) of Contracts §§ 110-150; UCC § 2-201; Crabtree v. Elizabeth Arden Sales Corp., 305 N.Y. 48 (1953); Casebook Ch. 5
Key Concepts to Master
- MYLEGS mnemonic: Marriage, Year, Land, Executor, Goods ($500+), Surety
- Sufficient memorandum/writing requirement
- Part performance exception for land contracts
- UCC Statute of Frauds and the merchant confirmation rule
- Promissory estoppel as exception to Statute of Frauds
- Electronic signatures under UETA and E-SIGN
Study Tasks
- Brief Crabtree v. Elizabeth Arden and analyze the writing requirement
- Create a flowchart for Statute of Frauds analysis
- Practice a hypothetical: does an email chain satisfy the writing requirement?
- Create flashcards for the MYLEGS categories and their exceptions
Parol Evidence Rule and Interpretation
Week 5 of 14
Readings
Restatement (Second) of Contracts §§ 209-218; UCC § 2-202; Pacific Gas & Electric Co. v. G.W. Thomas Drayage, 69 Cal.2d 33 (1968); Masterson v. Sine, 68 Cal.2d 222 (1968); Casebook Ch. 6
Key Concepts to Master
- Parol evidence rule: completely vs. partially integrated agreements
- Merger/integration clauses and their effect
- Plain meaning rule vs. contextual interpretation (Williston vs. Corbin approaches)
- Exceptions: fraud, duress, mistake, condition precedent
- UCC approach to parol evidence (more liberal than common law)
Study Tasks
- Brief Pacific Gas & Electric v. G.W. Thomas Drayage
- Create a flowchart for parol evidence analysis
- Compare Williston (four corners) vs. Corbin (contextual) approaches
- Create flashcards for the exceptions to the parol evidence rule
- Draft a practice essay analyzing whether extrinsic evidence is admissible
Defenses: Incapacity, Duress, Undue Influence, and Unconscionability
Week 6 of 14
Readings
Restatement (Second) of Contracts §§ 12-16, 174-177; UCC § 2-302; Williams v. Walker-Thomas Furniture Co., 350 F.2d 445 (D.C. Cir. 1965); Odorizzi v. Bloomfield School District, 246 Cal.App.2d 123 (1966); Casebook Ch. 7
Key Concepts to Master
- Infancy doctrine and voidable contracts
- Mental incapacity: cognitive and volitional tests
- Economic duress: improper threat + no reasonable alternative
- Undue influence: unfair persuasion of a susceptible party
- Unconscionability: procedural and substantive prongs
Study Tasks
- Brief Williams v. Walker-Thomas Furniture Co. and identify both prongs of unconscionability
- Create a chart distinguishing duress, undue influence, and unconscionability
- Practice a hypothetical involving a contract signed under economic pressure
- Create flashcards for each defense and its elements
Defenses: Misrepresentation, Mistake, and Impossibility
Week 7 of 14
Readings
Restatement (Second) of Contracts §§ 151-164; Sherwood v. Walker, 66 Mich. 568 (1887); Lenawee County Board of Health v. Messerly, 331 N.W.2d 203 (Mich. 1982); Taylor v. Caldwell (1863); Casebook Ch. 7-8
Key Concepts to Master
- Fraudulent vs. material misrepresentation
- Mutual mistake: basic assumption, material effect, risk allocation
- Unilateral mistake and when it allows avoidance
- Impossibility, impracticability, and frustration of purpose
- Force majeure clauses and their modern application
Study Tasks
- Brief Sherwood v. Walker (the Rose of Aberlone case)
- Create a comparison chart: impossibility vs. impracticability vs. frustration of purpose
- Write a practice essay on mutual mistake in a real estate transaction
- Create flashcards for the elements of each defense
Conditions and Performance
Week 8 of 14
Readings
Restatement (Second) of Contracts §§ 224-229; Jacob & Youngs v. Kent, 230 N.Y. 239 (1921); Casebook Ch. 9
Key Concepts to Master
- Express, implied, and constructive conditions
- Condition precedent vs. condition subsequent vs. concurrent conditions
- Substantial performance doctrine (Jacob & Youngs v. Kent)
- Perfect tender rule under UCC Article 2
- Excuse of conditions: waiver, estoppel, forfeiture prevention
- Divisibility of contracts
Study Tasks
- Brief Jacob & Youngs v. Kent and analyze Cardozo's reasoning
- Create a flowchart distinguishing express conditions from constructive conditions
- Compare substantial performance (common law) with perfect tender (UCC)
- Create flashcards for the types of conditions and their effects
Breach and Remedies: Expectation, Reliance, and Restitution
Week 9 of 14
Readings
Restatement (Second) of Contracts §§ 344-356; Hawkins v. McGee, 84 N.H. 114 (1929); Sullivan v. O'Connor, 296 N.E.2d 183 (Mass. 1973); Casebook Ch. 10
Key Concepts to Master
- Material vs. minor breach and total vs. partial breach
- Expectation damages: put the plaintiff in the position of performance
- Reliance damages: out-of-pocket losses
- Restitution: disgorgement of the breacher's unjust enrichment
- Anticipatory repudiation (Hochster v. De La Tour)
Study Tasks
- Brief Hawkins v. McGee (the hairy hand case) and calculate expectation damages
- Create a damages calculation worksheet comparing expectation, reliance, and restitution
- Practice a hypothetical: does a delay in delivery constitute material breach?
- Create flashcards for the three damages interests
Remedies: Limitations and Specific Performance
Week 10 of 14
Readings
Hadley v. Baxendale, 9 Exch. 341 (1854); Peevyhouse v. Garland Coal & Mining Co., 382 P.2d 109 (Okla. 1962); Casebook Ch. 10-11
Key Concepts to Master
- Foreseeability limitation (Hadley v. Baxendale: general vs. special damages)
- Certainty requirement for lost profits
- Mitigation of damages duty
- Liquidated damages vs. penalties
- Specific performance: inadequacy of legal remedy, feasibility, and clean hands
- Cost of completion vs. diminution in value (Peevyhouse problem)
Study Tasks
- Brief Hadley v. Baxendale and explain the two-prong foreseeability test
- Create a flowchart for damages limitations analysis
- Write a practice essay on whether specific performance should be granted for a land sale
- Create flashcards for the four limitations on contract damages
UCC Article 2: Formation, Warranties, and Breach
Week 11 of 14
Readings
UCC §§ 2-204 to 2-207, 2-313 to 2-316, 2-601 to 2-612; Casebook Ch. 12-13
Key Concepts to Master
- UCC gap-filling provisions (open price, open quantity)
- Battle of the forms under UCC § 2-207
- Express warranties, implied warranty of merchantability, fitness for a particular purpose
- Warranty disclaimers and limitations of remedies
- Perfect tender rule and right to cure under UCC
- Installment contracts and substantial impairment
Study Tasks
- Work through three battle-of-the-forms problems under § 2-207
- Create a comparison chart: common law formation vs. UCC formation
- Create flashcards for the three types of warranties and how to disclaim each
- Draft an analysis of a hypothetical warranty dispute
Third-Party Rights: Assignment, Delegation, and Third-Party Beneficiaries
Week 12 of 14
Readings
Restatement (Second) of Contracts §§ 302-315, 317-326; Lawrence v. Fox, 20 N.Y. 268 (1859); Casebook Ch. 14
Key Concepts to Master
- Intended vs. incidental beneficiaries
- Vesting of third-party beneficiary rights
- Assignment of rights: what is assignable and anti-assignment clauses
- Delegation of duties: non-delegable duties
- Defenses against assignees and beneficiaries
Study Tasks
- Brief Lawrence v. Fox and analyze creditor beneficiary status
- Create a flowchart for third-party beneficiary analysis
- Practice a hypothetical involving an assignment of a personal services contract
- Create flashcards for intended vs. incidental beneficiary distinctions
Contract Modification, Discharge, and Good Faith
Week 13 of 14
Readings
UCC § 2-209; Restatement (Second) of Contracts §§ 73, 89, 205; Alaska Packers' Association v. Domenico, 117 F. 99 (9th Cir. 1902); Wood v. Lucy, Lady Duff-Gordon, 222 N.Y. 88 (1917); Casebook Ch. 15
Key Concepts to Master
- Pre-existing duty rule and its erosion
- UCC modification without consideration (§ 2-209)
- Implied covenant of good faith and fair dealing
- Accord and satisfaction, novation, and substituted contract
- Discharge by rescission, release, and merger
Study Tasks
- Brief Wood v. Lucy, Lady Duff-Gordon and identify implied obligations
- Create a chart comparing common law vs. UCC modification rules
- Practice a hypothetical on whether a contract modification is enforceable
- Create flashcards for the methods of contract discharge
Review and Exam Preparation
Week 14 of 14
Readings
Review all major cases; Restatement provisions; UCC Article 2 key sections; class notes and outlines
Key Concepts to Master
- Issue-spotting across formation, defenses, performance, breach, and remedies
- Distinguishing common law from UCC analysis
- Selecting the correct remedy for each breach scenario
- Integrating third-party issues into a breach/remedy analysis
- Writing organized IRAC essays under time pressure
Study Tasks
- Complete a full practice exam under timed conditions
- Create a comprehensive one-page attack outline for contracts
- Review and consolidate all flashcard decks
- Identify your three weakest areas and re-read those cases
- Practice explaining the UCC vs. common law differences to a study partner