030754 KU American Law of Contract (2008S)

Welcome to "Introduction to U.S. Contract Law" ("American Law of Contract," 030754KU). This is a three credit course that will offer students an opportunity to explore how courts in the United States resolve questions in contract disputes. My own teacher in U.S. contract law says in the introduction to his contracts case books: "You are about to embark on the study of the most magnificent subject in the legal curriculum." He is right. Contracts is a great subject for a law school course. Even though we must be realistic in setting the goals for this course and recognize that a three credit course in a legal system unfamiliar to students taught in a foreign language must be limited to a few select areas, this should be an exciting course for everyone who can dedicate the necessary time.

Many questions we will encounter in the cases will sound familiar to any student of contract law. These will include, for example,
" what types of promises should the law enforce;
" what "rituals" should we require of the parties before we find a "contract," how detailed must offer and acceptance be; what formalities must the parties observe;
" how should we interpret words in a contract: should we look for what went on in the parties' heads or should we use the meaning that a common man would ascribe to certain words, or should we only enforce the plain words of a contract;
" what happens in weird cases where both parties had a wrong conception about the object of the contract;
" what about contracts where one party has skinned the other: should the law police these or should it step aside and hope that the buyer learns a lesson;
" what should the law do when contracts go wrong, like if one of the parties does not perform as promised: should the law require the party to do exactly as described in the contract, or is paying money an acceptable substitute; how much money?

Actually, as we read through cases you will find that not only these questions, but also case outcomes frequently look familiar. But the approach and analytical tools that US courts use to resolve disputes will be quite different because much of US contract law is common law (i.e., law created by state courts and not governed by statutes) and there is no formal framework of codified "contract law" or, more broadly, "private law" principles that courts would use to deduct how cases should be resolved. Throughout the course, we will examine what legal rules, methods and tools courts that don't operate within a civil law code-type framework can use to decide cases. The course will also address rules in the Uniform Commercial Code, a "model law" that has been adopted in almost all states in the United States. And we will spend some time exploring a "law and economics" approach to contracts, which suggests that courts focus or at least should focus on efficiency-oriented policies to resolve disputes.

I will teach this course very much like a U.S. law school course, focusing on case analysis and discussion, and counting very much on active class participation. 25% of your grade will depend on your participation in class. Thus, this will not be a traditional lecture course where I lecture three hours and you take notes; your active participation will be essential.