I.

COURSE OBJECTIVES By the end of Contracts I and Contracts II, you should have a working knowledge of the basic elements of contract law: the process of and requirements for forming a contract; the interpretation of terms agreed upon by the parties; the evaluation of performance and breach; and the determination of what remedies may be available in the event of breach. In addition, as with all of your first-year courses, you should view this class as an opportunity to develop your lawyering skills: the ability to comprehend and dissect legal opinions; the ability to synthesize and apply case law; the ability to comprehend and apply statutes and other written legal rules; and the ability to advocate for legal positions both orally and in writing. II. MATERIALS Our main text will be E. Allan Farnsworth et al., Contracts Cases and Materials (Found. Press, 7th ed. 2008) (the Casebook). It also will be helpful to have a copy of E. Allan Farnsworth et al., Selections for Contracts (Found. Press 2010) (the Supplement), which includes the Restatement of Contracts, the Uniform Commercial Code, and other relevant materials. Additional materials may be posted on The West Education Network (TWEN). I will announce reading assignments in class, by email, and by posting a document to TWEN. III. OFFICE HOURS I will stay in the classroom after class to answer questions. If you are not able to stay after class, please contact me to make an appointment to meet with me in my office.

Professor: David Taylor 207 Storey Hall 214-768-1685 dotaylor@smu.edu Class: Mondays and Wednesdays, 2:002:50 p.m. Florence Hall, Room 207

CONTRACTS I, SECTION 2 COURSE SYLLABUS FALL 2011 SMU DEDMAN SCHOOL OF LAW

IV. GRADES Your grade will be based on a final exam and your class participation. The final exam will be an open-book, open-notes, two-hour exam conducted on Wednesday, December 7. The class participation component of your grade will be based on your contribution to classroom discussion. Your grade for the course will be equivalent to your grade on the final exam, subject to my reservation of the right to raise or lower your grade for the course by a single step based on your contribution to classroom discussion. V. POLICIES 1. Class attendance is mandatory, as is your preparation for class. Unexcused absences and failure to prepare for class will negatively affect the class participation component of your grade. I will circulate an attendance sheet each class. If you do not sign it, you are considered absent. Sign only next to your own name. It is a violation of the Student Code of Professional Responsibility to sign the attendance sheet for anyone other than yourself. 2. Pursuant to University policy, religiously-observant students wishing to be absent on holidays that require missing class should notify me in writing at the beginning of the semester and should discuss with me, in advance, acceptable ways of making up any work missed because of the absence. 3. Pursuant to University policy, students participating in an officially sanctioned, scheduled University extracurricular activity are given the opportunity to make up class assignments or other graded assignments missed as a result of their participation. It is your responsibility to make arrangements with me prior to any missed scheduled examination or other missed assignment for making up the work. 4. Laptops are permitted in class, but only for taking notes. Laptops should not be used during class, for example, for email, instant messaging, social networking, gaming, or Internet browsing. Consider disabling the wireless function of your laptop. Someone whose laptop use interferes with the classroom learning experience may be asked to leave class and will be considered absent for that day. This type of interference with the classroom learning experience will negatively affect the class participation component of your grade. 5. Cell phones should be turned off at the beginning of each class. 6. If for some reason you need to record a class lecture, please speak to me in advance so that we can make appropriate arrangements. 7. Pursuant to University policy, students needing academic accommodations for a disability must first be registered with Disability Accommodations & Success Strategies (DASS) to verify the disability and to establish eligibility for accommodations. Students may call 214-768-1470 or visit http://www.smu.edu/alec/dass to begin the process. Once registered, students should then schedule an appointment with me to make appropriate arrangements.

VI. COURSE OUTLINE The following outline summarizes topics we may cover in Contracts I and Contracts II. Depending upon the depth of classroom discussion, however, actual coverage may vary from this outline: A. Contract Formation 1. Consideration 2. Reliance and Promissory Estoppel 3. Restitution 4. Assent 5. Offer and Acceptance 6. Battle of Forms 7. Definiteness 8. Statute of Frauds 9. Capacity 10. Duress 11. Concealment 12. Misrepresentation B. Contract Interpretation 1. The Parol Evidence Rule 2. Extrinsic Evidence 3. Supplementing Express Terms C. Contract Performance, Enforcement, and Defenses 1. Duty of Good Faith 2. Unfairness 3. Contracts of Adhesion 4. Unconscionability 5. Mistake 6. Impracticability 7. Frustration 8. Illegal Contracts 9. Public Policy 10. Conditions 11. Substantial Performance 12. Anticipatory Repudiation D. Remedies 1. Specific Performance 2. Expectation Damages 3. Avoidability 4. Foreseeability 5. Certainty 6. Liquidated Damages v. Penalties 3