Classes
All 56 class meetings for Contracts I (Fall 2026) and Contracts II (Spring 2027).
Fall 2026: Contracts I
1 Welcome + What Is Contract Law? Why contract law matters; what we mean by a promise the law will enforce.
2 Promises, Bargains, and Remedies What a promise is, what a bargain is, and what the law does about either.
3 What Is a Contract? Bilateral vs unilateral; agreement vs bargain. End of Module I.
4 Bargains Objective theory: outward manifestations bind; misunderstanding can defeat assent.
5 Bargains cont. + Offers setup The objective theory scaled up: when is an advertisement an offer?
6 Offers What makes a manifestation an offer: commitment, definiteness, and the reasonable observer.
7 Termination of the Offer Offers are fragile: the four ways the power of acceptance dies, and the exceptions that hold an offer open.
8 Termination cont. + Acceptance setup Close the termination map with the option-contract exceptions, then cross into acceptance and the battle of the forms.
9 Acceptance What counts as acceptance, when it takes effect, and how the mirror-image rule gives way to UCC § 2-207.
10 UCC 2-207 — Battle of the Forms One statute, three subsections: when a contract forms despite mismatched writings, which terms get in, and what governs when forms collide.
11 Module II Capstone: Mutual Assent Module quiz, debrief, and Battle-of-the-Forms skills assessment.
12 Consideration Bargained-for exchange: the common law's answer to which promises bind.
13 Consideration cont. + Promissory Estoppel setup The limits of bargain, then the gap reliance fills.
14 Promissory Estoppel & Promissory Restitution Non-bargain bases for enforcement: R2d §§ 86, 90
15 Module III Capstone: Consideration & Alternatives Module quiz, debrief, and Promissory Estoppel drafting.
16 Statute of Frauds Which contracts need a writing, and what writing satisfies the statute. Module IV opens.
17 SoF cont. + Mistake setup Finish the Statute of Frauds exceptions; open the mistake doctrine.
18 Mistake Mutual vs. unilateral mistake, and who bears the risk.
19 Improper Bargaining Misrepresentation, duress, undue influence, and unconscionability — when the law refuses to enforce a bargain because of how it was reached.
20 Improper Bargaining cont. + Incapacity setup Finish improper bargaining with nondisclosure and substantive unconscionability; open incapacity.
21 Incapacity Infancy, mental illness, and intoxication — when a party lacks the capacity to give meaningful consent.
22 Module IV Capstone: Defenses Module quiz, debrief, and Negotiation Simulation skills assessment.
23 Mid-Year Review I — Formation + Consideration A study-guide pass over the fall arc: offer, acceptance, and the bargained-for exchange.
24 Mid-Year Review II — Defenses + Synthesis The override gates: Statute of Frauds, mistake, misrepresentation, duress, undue influence, unconscionability, incapacity.
25 Buffer / Catch-up Day Flex day: finish anything outstanding from Modules I–IV and set up for review.
26 Bridge to Spring Closing the formation–defenses arc; previewing interpretation, performance, and remedies.
101 In-Class Exercise: Promissory Estoppel Drafting Skills lab: turn R2d § 90 into a one-page demand letter.
102 In-Class Exercise: Negotiation Simulation Drafting around the deal: reps, indemnification, and risk allocation in a business sale.
Spring 2027: Contracts II
27 Welcome Back — Fall Review, Spring Preview Soft re-entry from winter break; no first-look doctrine on the line
28 Ambiguity — Patent vs. Latent; the Frigaliment Problem Module V first-look: who proves what when language is unclear
29 Intrinsic Evidence Four-corners interpretation: the canons of construction
30 Extrinsic Evidence Course of performance, course of dealing, and trade usage
31 Parol Evidence Rule — Part I Integration, merger clauses, and what the writing forecloses
32 PER — Part II: Williston vs Corbin
33 Warranties
34 Warranties cont. — disclaimers, Magnuson-Moss
35 Module V Capstone: Interpretation Module quiz, debrief, and Redline Challenge skills assessment.
36 Conditions
37 Conditions cont. + Substantial Performance setup Promissory conditions; the move from express to constructive; setup for substantial performance.
38 Substantial Performance & Material Breach
39 Repudiation
40 Excuse — Impossibility & Impracticability Taylor v. Caldwell, Transatlantic v. United States
41 Frustration of Purpose + Spring Break Reset Half doctrine, half flex; first class back from Spring Break
42 Modification & Discharge Pre-existing duty rule; R2d § 89; UCC § 2-209. Alaska Packers v. Domenico, Angel v. Murray.
43 Module VI Capstone: Performance & Breach Module quiz, debrief, and Adequate Assurance Letter drafting.
44 Money Damages (Expectation) The default remedy: putting the injured party where performance would have left them.
45 Hadley v. Baxendale + foreseeability The foreseeability filter: when downstream losses are recoverable and what notice does.
46 Defective Performance — cost-to-complete vs diminution in value When some performance is given but falls short: which measure, and the economic-waste limit.
47 Limits on Damages I — Foreseeability + Mitigation Two filters on the expectation number: foreseeability ex ante, mitigation ex post.
48 Limits on Damages II — Certainty + Liquidated Damages The certainty filter on lost profits, and when an agreed-damages clause becomes an unenforceable penalty.
49 Alternative Remedies — Specific Performance + Restitution When money is inadequate (specific performance), when profits are unprovable (reliance), and when a party would be unjustly enriched (restitution).
50 Third-Party Beneficiaries Privity is the default; the intended beneficiary is the exception — and it runs on the parties' intent, not on who happens to be harmed.
51 Assignments & Delegations Rights flow downstream freely; duties stick to the original obligor. The symmetry in the parties hides an asymmetry in the default rules.
52 Module VII Capstone & Year Synthesis Module quiz, debrief, Damages Calculation skills assessment, and exam-prep orientation.
103 In-Class Exercise: Redline Challenge Redline five flawed clauses, naming the Module V doctrine each edit addresses.
104 In-Class Exercise: Damages Calculation