美國契約法

U.S. Contract Law

學期

114-2

學分

3 學分

當期課號

537902

永久課號

LWLW30185

開課單位

科技法律研究所

授課教師

陳在方

校區

光復

類別

選修

上課時間表

節	週二
5 13:20–14:10	美國契約法 A401 3 節連堂
6 14:20–15:10
7 15:30–16:20

* 根據陽明交大上課時間表所列

概述

By the end of this course, students will be able to: 1. Analyze U.S. contract law problems using the case method and common law reasoning, including the roles of precedent, judicial interpretation, and the Restatement. 2. Critically evaluate AI-generated legal analysis—identifying unstated assumptions, overlooked interests, and questions the AI failed to ask. 3. Exercise responsible judgment on contract law questions involving genuine policy tensions, articulating what values are sacrificed in any decision. 4. Engage productively with structurally indeterminate questions in contract doctrine, resisting premature closure. 5. Compare and contrast common law contract doctrine with civil law approaches, deepening understanding of both systems.

先修科目

This course introduces Taiwanese law students trained in civil law methodology to the common law of contracts as practiced in the United States. Students will learn the foundational doctrines of U.S. contract law—formation, consideration, performance, breach, and remedies—through the case method, Socratic dialogue, and engagement with the Restatement (Second) of Contracts and the Uniform Commercial Code. The course integrates a distinctive pedagogical framework: Contemplative Legal Education in the AI Era. Recognizing that AI tools can now perform much routine legal analysis, the course trains students in three modes of thinking that AI cannot replicate: (1) Critical Evaluation of AI-generated legal analysis, (2) Responsible Judgment under irreducible uncertainty, and (3) Dwelling in Indeterminacy—engaging seriously with questions that resist resolution. These modes are introduced progressively across the semester, building on each other cumulatively.

教學方式

AI Policy Students are expected to have access to and use AI tools. The course explicitly teaches students how to use AI well (Mode 1: Critical Evaluation) rather than prohibiting its use. However, certain assignments require unassisted writing (in-room writing, reflective journals) to develop contemplative capacity. The goal is not to prevent AI use but to develop the thinking capacities that AI cannot replicate.

評分方式

1. Class discussion and Case Briefing (20%): Prepared participation in Socratic dialogue; quality of case briefing and in-class engagement. 2. Process-Based Writing Portfolio (20%): Three writing assignments submitted in stages (exploratory draft, revision with documented changes, final version). Assessed on depth of thinking and visible intellectual development. 2. Reflective Journals (20%): Mode 3 reflective journals on irreconcilable tensions in contract law. Assessed on depth of engagement, not correctness of conclusion. 3. Final examination (40%): In-class essay examination. Includes doctrinal analysis, critical evaluation of AI output, and a judgment exercise requiring articulation of competing values.

課程大綱

Lecture
Inquiring and Discussion

週次計畫

週次	主題
第 1 週	Week 1 (Feb 24) — Introduction: What Is a Promise? Textbook: Vol. 1, Ch. I (§§ 1-2) Principal Cases (2): Bailey v. West; Lucy v. Zehmer Topics: Definition of promise; implied-in-fact vs. quasi-contract; objective theory of assent; common law methodology introduction Contemplative Element: Orientation lecture — introduce the three modes framework; explain the course's relationship to AI; discuss what it means to read a case as a civil law student encountering common law for the first time.
第 2 週	Week 2 (Mar 3) — Which Promises Are Enforced? / Consideration Doctrine Textbook: Vol. 1, Ch. I §2 + Ch. II §1 Principal Cases (3): Varney v. Ditmars; D.R. Curtis Co. v. Mathews; Hamer v. Sidway Topics: Indefiniteness doctrine; sources of contract law (common law vs. UCC); the consideration requirement; benefit-detriment test.
第 3 週	Week 3 (Mar 10) — Bargain or Gift? / Adequacy / Promissory Estoppel (Part 1) Textbook: Vol. 1, Ch. II §§ 2-4 (beginning) Principal Cases (3): Kirksey v. Kirksey; In re Greene; Batsakis v. Demotsis Topics: Bargain vs. gift distinction; conditional gifts; sealed contracts; adequacy of consideration.
第 4 週	Week 4 (Mar 17) — Promissory Estoppel / Material Benefit Rule Textbook: Vol. 1, Ch. II §§ 4-5 Principal Cases (3): Feinberg v. Pfeiffer Co.; Hayes v. Plantations Steel Co.; Material Benefit Rule discussion (+ St. Peter v. Pioneer Theatre from §1 if not covered) Topics: Promissory estoppel as alternative to consideration; reliance; moral obligation and the material benefit rule.
第 5 週	Week 5 (Mar 24) — Contract Formation: Offer Textbook: Vol. 1, Ch. III §1 Principal Cases (3): Dyno Construction Co. v. McWane, Inc.; Lefkowitz v. Great Minneapolis Surplus Store; (+ discussion of advertisements as offers) Topics: Offer rules; invitation to treat vs. offer; advertisements; punitive enforcement.
第 6 週	Week 6 (Mar 31) — Acceptance Textbook: Vol. 1, Ch. III §2 Principal Cases (3): Ever-Tite Roofing Corp. v. Green; Ciaramella v. Reader's Digest Association; Antonucci v. Stevens Dodge Topics: Mode of acceptance; mailbox rule; preliminary agreements; acceptance by performance vs. promise.
第 7 週	Week 7 (Apr 7) — Revocation / Battle of the Forms Textbook: Vol. 1, Ch. III §§ 3-4 Principal Cases (3): Pavel Enterprises, Inc. v. A.S. Johnson Co.; Dataserv Equipment v. Technology Finance Leasing; Ionics v. Elmwood Sensors, Inc. Topics: Revocation of offers; irrevocable offers; firm offers under UCC; mirror image rule; last shot doctrine.
第 8 週	Week 8 (Apr 14) — Frontiers of Contract Formation / Excuse (Beginning) Textbook: Vol. 1, Ch. III § 5 + Vol. 2, Ch. IV § 1 (beginning) Principal Cases (3): Step-Saver Data Systems v. Wyse Technology; Hill v. Gateway 2000; Stees v. Leonard Doctrine: Shrinkwrap and rolling contract formation; the ProCD line and its critics; the transition from formation to performance — when does the obligation to perform become absolute? Introduction to excuse and impossibility; the strict common law rule (Stees v. Leonard).
第 9 週	Week 9 (Apr 21) — Excuse (continued) / Mistake Textbook: Vol. 2, Ch. IV §§ 1–2 Principal Cases (3): Taylor v. Caldwell; Sherwood v. Walker; Anderson v. O'Meara Doctrine: The evolution from absolute liability (Stees) to implied conditions (Taylor v. Caldwell); impossibility, impracticability, frustration of purpose; mutual mistake (Sherwood — the pregnant cow); unilateral mistake; the Restatement approach to mistake.
第 10 週	Week 10 (Apr 28) — Substantial Performance / Exclusive Dealing Contracts Textbook: Vol. 2, Ch. IV §§ 3–4 Principal Cases (3): Jacob & Youngs v. Kent; Wood v. Lucy, Lady Duff-Gordon; Bloor v. Falstaff Brewing Corp. Doctrine: Perfect tender vs. substantial performance; the Cardozo approach — when is a breach material enough to excuse the other party? Implied obligations in exclusive dealing contracts; the duty of best efforts; good faith (Wood v. Lucy); joint maximization theory (Bloor v. Falstaff).
第 11 週	Week 11 (May 5) — Modification / Information Rules (Fraud & Non-Disclosure) Textbook: Vol. 2, Ch. V §§ 2–3 (beginning) Principal Cases (3): Alaska Packers' Association v. Domenico; Reed v. King; Stambovsky v. Ackley Doctrine: The pre-existing duty rule and modification under duress; when can a contract be modified without new consideration? Fraud and affirmative misrepresentation; the duty of disclosure — when must a party reveal information? Non-disclosure and concealment.
第 12 週	Week 12 (May 12) — Information Rules (continued) / Unconscionability Textbook: Vol. 2, Ch. V § 3 (completion) + § 1 (Unconscionability, relocated here) Principal Cases (3): Obde v. Schlemeyer (or L&N Grove v. Chapman); Williams v. Walker-Thomas Furniture Co. I; Williams v. Walker-Thomas Furniture Co. II Doctrine: Completing the disclosure rules — the theory of deliberately acquired information (Kronman); the boundary between legitimate informational advantage and fraud. Unconscionability: procedural and substantive dimensions; the Williams cases as the foundational American unconscionability decisions; UCC § 2-302.
第 13 週	Week 13 (May 19) — Parol Evidence Rule / Contract Interpretation Textbook: Vol. 3, Ch. VI §§ 1–3 Principal Cases (3): Mitchill v. Lath; Masterson v. Sine; Hunt Foods & Industries v. Doliner Doctrine: The common law parol evidence rule — integration, consistency, the "four corners" test vs. contextual approaches; merger clauses; the Restatement formulation (§ 216); the UCC parol evidence rule (§ 2-202); introduction to contract interpretation — textualism vs. contextualism.
第 14 週	Week 14 (May 26) — Remedies for Breach: Monetary Damages / Specific Performance Textbook: Vol. 3, Ch. VII §§ 1–2 Principal Cases (3): Freund v. Washington Square Press; Hadley v. Baxendale; Klein v. Pepsico (or Sedmak v. Charlie's Chevrolet, Inc.) Doctrine: The expectation interest and its measurement; the Coase theorem and efficient breach theory; when are monetary damages inadequate? Specific performance — unique goods, real property, and "other proper circumstances"; the foreseeability limitation (Hadley); the certainty limitation.
第 15 週	Week 15 (Jun 2) — Limitations on Damages / Cost of Completion / Course Synthesis Textbook: Vol. 3, Ch. VII §§ 3–5 (selected) Principal Cases (3): Rockingham County v. Luten Bridge Co. (or Parker v. Twentieth Century-Fox); American Standard v. Schectman; Peevyhouse v. Garland Coal & Mining Co. Doctrine: Avoidability and the duty to mitigate; cost of completion vs. diminution in value (Peevyhouse vs. American Standard); liquidated damages.
第 16 週	FinWeek 16 (Jun 9) — Final Examination Three-hour essay examination in English. The exam will present a complex fact pattern requiring integration of multiple doctrinal areas studied during the semester. Assessment is designed to test authentic reasoning.

教科書

Textbook: J.H. Verkerke, Contract Doctrine, Theory and Practice, Vols. 1–3 (CALI eLangdell Press, Dec. 2014) The text books can be downloaded at the following addresses: https://www.cali.org/books/contract-doctrine-theory-practice-volume-1 https://www.cali.org/books/contract-doctrine-theory-practice-volume-2 https://www.cali.org/books/contract-doctrine-theory-and-practice-volume-3 Other materials will be provided before and during the course.

Office Hours

時間: To be arranged.
聯絡方式: tfc@nycu.edu.tw