ContractsProf. HadfieldUSC Fall 2009Office: Room 436Office Hours: Wednesday 2:30-4:30, alternate weeks and by appointmentEmail: [email protected]: Peggy Vadillo, [email protected] OutlineThis is a course about a fundamental way in which legal relations are organized: through agreement. And it is a course about what happens when people change their minds about what they agreed to and about what happens when they never really agreed but the law treats them as if they did. We are going to read many cases, many pages of a treatise about contracts, many sections of the restatement of the law of contracts, and many sections of a statute governing contracts. Your goal is NOT to memorize all of this “law.”It is to figure out the basic principles of contract law, to recognize when a particular fact situation raises issues that these basic principles address, to learn how to work with them to make fact-specific and rhetorically rich arguments and counterarguments, and to develop your capacity for judging what, on balance, are good and bad arguments in order to predict what a court might do if it heard these arguments and had to resolve the issue you identified. It is very important to remember the goal is to learn a SKILL, not to become a walking contracts treatise. Farnsworth already wrote a pretty good one and you can look up what he wrote any time you need to, now and throughout your career as a lawyer. (Incidentally, Farnsworth on your shelf will be a good friend for many years to come.) By the end of the course you should be able to write an outline that consists of no more than 1-2 pages of basic principles to encapsulate the key concepts of contract law. If it’s longer than that, you haven’t looked deeply enough into the basics and you’re more likelyto be memorizing ‘law’ instead of becoming a competent analyzer of contracting problems. Remember this if you find yourself getting overwhelmed by the quantity of information coming at you. Come to me, early, for help with figuring out what the takeaway lesson is. Don’t take off-the-shelf outlines or outlines from other law school classes, here or elsewhere, as your guide. Most of these outlines treat the goal of a law school course as absorbing the names, facts and holdings of cases. We are going to do that but only on the path to our real goal: understanding the basic principles of contract law and learning how to really, really use them. The goal of learning how to DO contracts in this course is accomplished in significant part through four problems that you will do during the course of the semester in a group with three other students. By working on these problems you will practice the skills you’re trying to learn and deepen your understanding of contract principles. These four 1problems (together with class participation) will count towards your final grade. We will discuss each problem in class after you submit your memo analyzing the problem; memos will generally be due the day before we discuss them.Here’s why we do group work and how it’s graded. There are several reasons that I use group work in almost all classes that I teach, and have done so since I began teaching contracts in 1990. First, the only real way to learn how to DO contracts is to raise arguments and counterarguments with other people. Law is a fundamentally interactive dialectical process; it is NOT a mechanical application of rules. We all see situations differently, and the most important thing that happens in the development of the analysis, argument and decision of case in law is the process by which different frameworks on situations are shifted through dialogue between a group of people all of whom are trainedas lawyers. It is critical to hear how others see a situation, to learn how to frame the way you see it, and to recognize, objectively, which pieces of which perspective are those that are most likely to match up with the perspective of other lawyers (the other side, for example) and judges. You learn by problem-solving together in a group when you get good at a giving a strong presentation of your perspective, get it understood by the others in the group, understand their presentation of their analysis, and then step back and say, now which of those analyses is the one that is stronger, and in what way? Learning how to do this is critical to learning how to do law. I have taught using this method many times and it substantially increases the quality of legal analysis for all students.Second, it’s more fun. Third, it allows me to give you practice in doing exactly what I’m going to ask you to do on the final exam, and most importantly, for me to give you feedback throughout the semester on what you’re doing well and what you need to work on. I can do that becauseI can grade 20 group memos four times a semester; I can’t grade 80 individual memos four times a semester. Fourth, the practice of law always involves working in groups. Learning how to work with other people is another important professional skill. Like it or not, the days of beinga solo artist are over….This is part of your professional training and I take that part of legal education seriously. You should be developing professional habits of reliability, hard work, taking responsibility, respect for others, and timeliness. Here’s how group work works. You will work in groups of 4, selecting your own group. I advise you to identify people who have a similar attitude and set of constraints as you. I will set a minimum standard that groups will meet in person twice for an hour for each assignment—once before significant work is started on the assignment and once after a first draft has been produced. You are welcome to work more than this, but you should find other students who are similarly minded and also have the flexibility that requires. (If you have kids or live off campus or have a job, for example, it’s harder to coordinate than if you live on campus, on your own and have no plans for any life outsideof the law school for the next several months…) Additionally, I will set a minimum standard that emails asking for comments on a draft or input will be returned within 24 2hours: no faster can be expected; no longer can be acceptable—unless you agree differently. For each memo, one person will be the point-person who will be responsiblefor coordinating the work on the memo and