Foundations of Contract Law

School of American Law – October 28-29, 2023 (7:30 AM to 1:00 PM)

Professor Edward C. Harris
Chicago-Kent College of Law, Illinois Institute of Technology

Syllabus

Introduction: This brief course is intended to introduce SAL program students to some basic
concepts of contract law in the United States and which are also typical in other common law
countries. The length of the course does not provide the time to deal with many of the specific
aspects of contract law that would be addressed in a semester-long course, but we will be able
to discuss some of the main foundational concepts. I also plan to discuss some aspects of
contract drafting and language, and how the language of and the actual contract document give
effect to the rules or creates potential legal problems. Given the nature of the common law
system in the United States and the fact that much of contract law is governed by case law from
state (and some federal) courts, we typically teach and learn the subject and its many topics and
subtopics through a detailed study of the case law, as well as from some important statutory
law and key secondary sources, e.g., the Restatement of Contracts. However, for this type of
short intensive course, it is not practical to assign a lot of cases for students to read. Therefore, I
am assigning some general reading on contracts as well as a few cases on just some of the key
topics to introduce students to some of the basic concepts we will cover and to provide a means
to give students a “taste” of how case law is typically used and discussed in a U.S. law school
classroom. For purposes of this course, each student should have carefully read and understood
the cases and other reading materials before the course and be prepared to discuss these during
the course since I expect to engage the students in some Socratic dialog. If you find the content
of this course interesting and useful, please consider taking the U.S. Contract Law for Int’l
Students course at Chicago-Kent, where we are able to go into much greater depth in the law
applicable to contracts.

Course Materials: I am providing one PDF file with the readings which are required for the
course. In addition to the readings in the PDF file, note the URL below in this syllabus to access
some online tutorials on contract law. You are expected to read and complete each tutorial
listed below in this syllabus prior to each of the two classes. Please be sure to have all reading
materials read and be prepared to discuss them before the course begins on Saturday, October
28th. I will also use some PowerPoint slides during the course, which I will provide to all
students (via SAL) after the course has concluded.

Attendance: Given that the course is only two days, 100% attendance is required. Each of our
two class sessions will be from 7:30 AM to 1:00PM (local Chicago time) on the two days of the
course.

Grades: The grade for this course will be based on the following: 85% examination, and up to
15% for participation in class discussion. The exam for this course will be relatively short and
has been designed for students to complete in 1 to 2 hours, although you can spend as much
time as you need between receiving the exam and the submission deadline. Exams turned in
after the deadline for submission will be penalized one grade increment per 24 hour period that
it is late, e.g., an exam that would have earned an A- will be reduced to a B+ in the first 24 hours
after the deadline, to a B in the second 24 hour period after the deadline, and so on… I will let
you know more about the exam during the course. Note that the topics listed in this syllabus are
many and we obviously do not have a lot of time together. So, whatever topics we are not able
to address in the short time we will spend together in this course, I will *not* include within any
exam questions. There is obviously a lot more to learning and understanding the entirety of
contract law in the American legal system than we will have time for in this course, but I will do
my best to at least briefly touch on most, if not every, topic listed in this syllabus.

Final Thoughts: I am very pleased to be teaching another wonderful group of lawyers and legal
professionals in the School of American Law. Your drive and determination to deepen your
understanding of the law and to further your legal education when many or most of you are
already practicing legal professionals is an inspiration to the entire legal profession.

In addition, in past years when I taught in the SAL program we had typically conducted the
courses in-person and, even though it is online this time, I am glad to be doing it again as I have
always enjoyed the experiences. Teaching and learning in an online format, however, has its
advantages and disadvantages. The advantages are really that (a) we are in fact able to connect
for purposes of the course in spite of the obvious barriers to in-person teaching and learning,
and (b) it is more convenient for each of you to be able to participate in the course from various
locations in the region and even outside of Georgia. The disadvantages, however, are rather
significant when it comes to teaching law with the methods used in an American law school. So
much of our learning process and experience depends on the personal interaction between
professors and students and students and their peers. Not to mention that the current
technology, while basically a modern miracle, is not a perfect substitute for interpersonal
conversation. To ensure a smooth and engaging online class experience, I would ask each of
you to follow a couple of basic rules:
1. Do your best to be in a quiet place with a stable internet connection during class time,
and please keep your microphone on mute unless you are speaking.
2. I expect all students to have their cameras turned on, except for any brief periods when
you may need to turn it off for reasons such as a short restroom break, etc. It would be
difficult and boring for each of you if I were to lecture with my camera off, and it is very
much the same for me in terms of interaction with the students. The ability to see one
another helps to compensate for some of the things that are lost with an online course
versus an in-person course.
3. It is okay to use the chat function on Zoom, but note that I am not always able to keep
an active eye on that while lecturing. It is better to use the “raise hand” function and
ask your question or make your comments orally.
4. It is important that all students are on-time for each of the two class sessions. It may be
the case that the Zoom meeting is set up with a “waiting room” and I will have to allow
 each student entry into the meeting. If a student arrives late, it is possible that I will not
see the student in the waiting room if I have started lecturing, even though I try to
remember to look in the first few minutes after we start. I also try to keep looking in the
waiting room in case any student gets “bumped off” their internet connection and has to
get back on and into the class meeting.
5. If you wish to volunteer an answer to a question I pose, or volunteer to discuss a case,
etc. or if you have a relevant question or a comment, please use the raise hand function
and I will call on you when appropriate. Make sure to unmute yourself when you are
ready to speak, and then mute yourself after you are finished.

Class One – Saturday, October 28, 2023

Reading: please read all of the material at TAB 1 of the PDF course materials file. The first part
of this material is a book chapter which gives a good but general outline of contract law as it is
studied in an American law school course. Following this first reading are four cases dealing
with one of the basic elements of a legally enforceable contract – offer, acceptance, and
consideration. You should have carefully read and understood the book chapter and the four
cases before our first class session as we will be discussing all of these materials. The URL to
the online contract law tutorials mentioned above is http://ctutorials.warnercourse.com/
Please complete, in the Offer and Acceptance section tutorials 1 through 4, and 7 through 9,
and in the Consideration Section please complete tutorials 1 through 4.

Discussion Topics:
 Basic concepts and principles:
o Freedom of Contract
o Definition of a contract
o Types of contracts as to form – oral, written, by conduct, quasi-contract
o Types of contracts as to formation – bilateral vs unilateral; formation by conduct
o Types of contracts as to validity
o The objective theory of contracts
o Law governing contracts and other (secondary) authoritative legal sources used
in American contract law
o Three Essential Elements to a valid contract – Offer, Acceptance, and
Consideration
o Offer & Acceptance – Basic Concepts
o Valid offers – definition, essential contents, how communicated and to whom
o Unilateral vs. bilateral
o Power of acceptance
o Discussion of Lonergan v. Skolnick and David v. Jacoby cases
o Duration of offers
o Termination and revocation of offers, irrevocable offers
o Acceptance and the mirror image rule and UCC 2-207
 Silence as acceptance
o Consideration – basic concept and the bargain theory (
 o Discussion of Langer v. Superior Steel and Empro v. Ball-Co cases
o Nominal Consideration
o Illusory promises, rule of mutuality, and the implied promise solution
o Past or Moral Consideration
o Overview of the Promissory Estoppel doctrine

Class Two – Sunday, October 29, 2023

Reading: Please read all of the material at TAB 2 of the PDF course materials file. Please read
carefully and understand the three cases assigned for this class and be ready to discuss each of
them in depth. The first two cases are on important aspects of contract remedies, and the third
case is relevant to one of several important defenses to enforcement (unconscionability). The
final reading in this section is an excerpt from a text on contract drafting, which we may not
have time to discuss, but I thought it would benefit all of you to have it and read it even if we
are not able to discuss it in the course. Again, the URL to access the required tutorials is
http://ctutorials.warnercourse.com/ and please complete, in the Remedies Section, tutorials 1
through 4.

Discussion Topics:
 Repudiation and Breach
o Material vs. non-material breach
 Essential concepts and principles relevant to remedies in contract law
o Types of remedies (damages vs. equitable); types of damages (direct/general vs
indirect/special)
o The expectation measure
 Discussion of Hawkins v. McGee case
o The duty to mitigate the loss
o The rule of foreseeability
 Discussion of Hadley v. Baxendale case o
Proof of damages – rule of reasonable certainty
o Alternative damages measures – reliance, restitution
o Remedies under the UCC
 Liquidated damages clauses in contracts
o Specific performance as a remedy in contract law
 Excuse Doctrines and Defenses to Enforcement
o Brief introduction to the main excuse doctrines and defenses to enforcement
o More in-depth discussion of one particular defense – unconscionability
 Discussion of Williams v. Walker-Thomas Furniture cases
 Written Contracts
o Statute of Frauds
o Parol Evidence Rule
 Contract Drafting
o The anatomy of a typical contract
o Language and the importance of clarity and precision
o The drafting process and handling revisions
o Typical provisions and the effect given to legal rules
o Drafting tips
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