CONTRACTS

LAW 5000 CLASS 14618

UNIVERSITY OF FLORIDA LEVIN COLLEGE OF LAW
PROFESSOR WENTONG ZHENG
SPRING 2022

SYLLABUS
(Updated January 7, 2022)

Course Information

Class meeting time and place: Tue/Thu/Fri, 9:15-10:30 am, Classroom HH-180
Office hours: Tue/Thu, 12-1 pm
Office: Holland Hall 312M
Phone: 352-273-0936
Email: wtzheng@law.ufl.edu

Course Description

This course discusses fundamental contract law principles on contract formation,

interpretation, performance and breach, and remedies. Main topics include bases for enforcing
promises, nature of assent, offer, acceptance, battle of the forms, statutes of frauds, parol
evidence rule, course of dealing, usage of trade, and course of performance, gap fillers,
conditions, anticipatory repudiation, assurance of performance, specific performance,
expectation damages, reliance and restitution damages, capacity, overreaching, unfair terms,
standard-form contracts, unconscionability, mistakes, impracticability, and frustration of
purpose.
Course Objectives
By the end of the course, students should be able to accomplish the following:

 Understand basic contract law principles on formation, interpretation, performance

and breach, and remedies;
 Understand the application of basic contract law principles in commercial and non-
commercial transactions;
 Be familiar with major pitfalls in contract drafting;
 Acquire knowledge and skills necessary for legal representation on contract law
matters.

Required Course Materials

Contracts: Cases and Materials

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 By E. Allan Farnsworth, Carol Sanger, Neil B. Cohen, Richard R.W. Brooks & Larry T.
Garvin (Foundation Press, Ninth Edition)
ISBN: 9781634606530

Selections for Contracts, 2021 Edition

By E. Allan Farnsworth, Carol Sanger, Neil B. Cohen, Richard R.W. Brooks & Larry T.
Garvin (Foundation Press)
ISBN: 9781636593814

Canvas

We will use the course website on Canvas for class-related communications.

Course Workload

It is anticipated that you will spend approximately 2 hours out of class reading and/or
preparing for in class assignments for every 1 hour in class.

Class Attendance

I expect you to maintain a satisfactory record of class attendance. Beginning with the
second class, you will be required to sign an attendance sheet for every class. However, I
understand that circumstances beyond your control may cause you to miss classes. Therefore,
each student is allowed to have four (4) absences with no negative consequences. Provided that
your total number of absences does not exceed four (4), you do NOT have to notify me of the
absences in advance or provide any justifications for them.
If you expect your total number of absences to exceed four (4), however, please do notify
me in advance of the anticipated absences. If the circumstances causing the anticipated absences
are extraordinary—a determination to be made by me alone—I may exempt you from the class
attendance policy for the absences. Extraordinary circumstances include, but are not limited to,
medical emergency (with doctor’s note), protracted illness (with doctor’s note), and job
interviews (with interviewer’s note). Absences due to observance of religious holidays are
exempted from the class attendance requirement, too.
If your total number of absences in the semester exceeds four (4) and you did not obtain
advance approval from me, I reserve the right to lower your final grade by one level (A to A-, A-
to B+, and so on). If your total number of absences in the semester exceeds eight (8) and you did
not obtain advance approval from me, I reserve the right to lower your final grade by two levels
(A to B+, A- to B, and so on).
Class Participation

You will be assigned to a panel of two or three students who will be “on call” for one—
and only one—week. The panel schedule can be found in Class Schedule below. Please make
sure that you are prepared for class discussions during your assigned week. Inadequate class
participation when you are on call may result in your final grade being lowered by one level (A

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to A-, A- to B+, and so on). You are encouraged to participate in class discussions even if you
are not on call. I reserve the right to increase your final grade by one level (A- to A, B+ to A-,
and so on) if you maintain an outstanding class participation record throughout the semester.

Mid-Term Quiz

There will be a mid-term quiz scheduled on March 12, 2021. This will be an opportunity
for you to review the class materials covered by far and to get familiar with the format of the
final exam. The mid-term quiz will NOT be graded. I will distribute an answer key and you can
use it to judge how well you did on the mid-term quiz.

Final Exam

Date: May 2, 2022

The final exam for this course will be a four-hour open-book exam consisting of ten
short-answer questions and two essay questions. You are allowed to bring any print or electronic
materials to the exam room. The law school policy on exam delays and accommodations can be
found here.

Grading

Your final grade for this course will be determined by your performance in the final
exam, with possible adjustments on accounts of your class attendance and class participation
records (see Class Attendance and Class Participation above respectively).

I adhere to the College of Law’s posted grading policies. Below is a table listing the
possible letter grades and their corresponding point equivalents.

Letter Grade Point Equivalent

A (Excellent) 4.0
A- 3.67
B+ 3.33
B 3.0
B- 2.67
C+ 2.33
C (Satisfactory) 2.0
C- 1.67
D+ 1.33
D (Poor) 1.0
D- 0.67
E (Failure) 0.0

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 The law school grading policy is available at:
https://www.law.ufl.edu/life-at-uf-law/office-of-student-affairs/current-students/uf-law-student-
handbook-and-academic-policies.

Generally, I will grant grade change requests only for calculation errors. Substantive
review and re-grading of answers to specific questions will not be granted unless answers to
ALL questions are reviewed and re-graded.

Academic Honesty

Academic honesty and integrity are fundamental values of the University community.
Students should be sure that they understand the UF Student Honor Code at
http://www.dso.ufl.edu/students.php.

Accommodation

Students requesting accommodation for disabilities must first register with the Disability
Resource Center (http://www.dso.ufl.edu/drc/). Once registered, students will receive an
accommodation letter which must be presented to the Assistant Dean for Student Affairs (Dean
Mitchell) when requesting accommodation. Students with disabilities should follow this
procedure as early as possible in the semester.

Online Course Evaluation Process

Students are expected to provide professional and respectful feedback on the quality of
instruction in this course by completing course evaluations online via GatorEvals. Guidance on
how to give feedback in a professional and respectful manner is available at
https://gatorevals.aa.ufl.edu/students/. Students will be notified when the evaluation period opens
and can complete evaluations through the email they receive from GatorEvals in their Canvas
course menu under GatorEvals or via https://ufl.bluera.com/ufl/. Summaries of course evaluation
results are available to students at https://gatorevals.aa.ufl.edu/public-results/.

Class Schedule

The following table sets out the class schedule along with information on the reading
assignments and class panels. “CB” in the “Reading Assignments” column stands for “Case
Book.” Unless explicitly indicated, you are not responsible for reading the “Notes” and
“Problems” that happen to fall on the assigned pages. Both the class schedule and the reading
assignments are subject to change.

As of now, the class schedule contains detailed reading assignments only for the first four
weeks. I expect to fill in the assignments information as we go, at least one week prior to class
time.

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Dates Topic Reading Assignments Class Panel Members
Part 1: Bases for Enforcing Promises
Jan. 18 Theories of Contract CB 8-10 (stop before Section 2); 48- --
Enforcement; 57.
Consideration
Jan. 20 Consideration (cont.) Notes 1, 3, 4 on pp. 57-59; Problem
on p. 59; CB 68-79; Notes 1, 2 on p.
72; Notes 1, 2 on pp. 74; Notes 1, 2,
3 on pp. 79-80.
Jan. 21 Consideration (cont.) CB 80; Notes 2, 3 on p. 81; CB 94-
98; Note 1 on p. 95; CB 100-104;
CB 106-113.
Jan. 25 Reliance; Restitution CB 118-126; Note 1 on p. 121; Note
2 on p. 127; CB 136-141; Note 1 on
p. 141; CB 142 (start with Sec. 5)-
157; Note 1 on p. 147; Notes 1, 2, 5
on pp. 151-152.
Part 2: Creating Contracts
Jan. 27 Nature of Assent; Offer CB 161-173; Notes 1, 2, 3 on pp.
166-167; CB 184-191; Note 1 on p.
187.
Jan. 28 Offer (cont.); CB 192-196; Note 1 on p .196; CB
Acceptance 199-200; CB 204-219; Note 1 on p.
211; Note 1 on pp. 217-218.
Feb. 1 Termination of the CB 228-245; Note 1, 2 on p. 236;
Power of Acceptance Notes 1, 2 on pp. 245-246; CB 248-
255.
Feb. 3 Battle of the Forms CB 257-279; Notes 1, 2 on p. 271;
Note 1 on p. 279.
Feb. 4 Battle of the Forms CB 281-296; Note 1 on p. 292.
(cont.)
Feb. 8 Definiteness CB 323-336; Notes 1, 2 on p. 326.
Part 3: Statutes of Frauds
Feb. 10 Scope CB 339-355; CB 359 (start with Sec.
B)-369; Notes 1, 3 on pp. 355-356;
Problem on p. 349; Problem on 362.
Feb. 11 Satisfying the Statute of CB 370-385; Note 1 on p. 380; CB 7
Frauds; Sale of Goods (“Note 1: UCC Primer”); Note 1 on
p. 385-386.
Feb. 15 Exceptions CB 386-411 (stop before Section 6);
Note 4 on p. 396; Problems 2, 3 on
p. 405.
Part 4: Interpreting Contracts
Feb. 17 Parol Evidence Rule CB 487-501; Note on p. 490; Notes
2, 3 on pp. 495-496; Notes 1, 2 on p.
501; CB 507-511; Notes 1, 2 on pp.

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 511-512.
Feb. 18 Extrinsic Evidence of CB 513-516; CB 520-523; Note 1 on
Intent p. 516; Note 1 on p. 523-524; CB
535-540.
Feb. 22 Course of Dealing, CB 544-558; Note on p.558.
Usage of Trade, and
Course of Performance
Feb. 24 Limits of Objective CB 558-567; Notes 1, 2 on pp. 560-
Interpretation 561; Note 1 on p. 567.
Feb. 25 Gap Fillers and CB 567-584; Note 1 on pp. 574-575,
Warranties Notes 1, 2 on p. 579.
Part 5: Performance and Breach
Mar. 1 Conditions CB 755-763, CB 765-777; Notes 1, 2
on p. 758; Note 1 on p. 763; Notes
1, 2 on p. 771; Problem on p. 766.
Mar. 3 Constructive Conditions CB 778-784, 796-817; Note 1 on p.
of Exchange; 784; Problem on p. 780.
Suspending Performance
and Terminating the
Contract
Mar. 4 Mitigating Doctrines CB 821-845; Note 1 on p. 823, Note
1 on p. 831.
Mar. 15 Anticipatory CB 846-864; Note 1 on p. 864.
Repudiation
Mar. 17 Assurance of CB 866-884; Note 1 on p. 873, Note
Performance 1 on p. 881.
Mar. 18 Midterm (ungraded)
Part 6: Remedies
Mar. 22 Specific Performance CB 885-899; Notes 1, 2 on pp. 888-
889; CB 26-28.
Mar. 24 Remedying Breach CB 10-25.
Mar. 25 Measuring Expectation CB 905-931; CB 938-941.
Mar. 29 Limitations on Damages CB 942-945; CB 964-990.
Mar. 31 Stipulated, Liquidated & CB 991-1019.
Punitive Damages
Apr. 1 The Economics of CB 34-42; Notes 2, 3, 4 on pp. 42-
Remedies 43.
Part 7: Validity of Contracts
Apr. 5 Capacity; Overreaching CB 415-418, 426-432, 435-448;
Note 1 on p. 429, Notes 1, 2 on p.
432, Note 2 on p. 441.
Apr. 7 Overreaching (cont.); CB 449-452 (stop before “Partial
Unfair Terms Payment”); CB 455-465; CB 593-
600; Note on p. 600.
Apr. 8 Standard Form and CB 607-624; Note 1 on p. 618.
Adhesion Contracts
Apr. 12 Unconscionability CB 633-641, 655-670; Note 2 on pp.
642-643.
Apr. 14 Performing in Good CB 672-675, 689-705; Note 1 on p.
Faith; Public Policy 695; CB 716-721, 738-744.

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Part 8: Getting out of Contracts
Apr. 15 Mistakes CB 1021-1036; Notes 1, 2 on p.
1037.
Apr. 19 Impracticability CB 1046-1053; Note 1 on p. 1049.
Apr. 21 Frustration of Purpose; CB 1087-1094; Prob. 1 on pp. 1090-
Half Measures 1091; CB 1106-1113.
Apr. 22 Final review