US Contract Law

This subject is not offered in 2016.

The pre-teaching period commences four weeks before the subject commencement date. From this time, students are expected to access and review the Reading Guide that will be available from the LMS subject page and the subject materials provided by the subject coordinator, which will be available from Melbourne Law School. Refer to the Reading Guide for confirmation of which resources need to be read and what other preparation is required before the teaching period commences.

This subject is not recommended for students who have not completed an undergraduate law degree. It requires students to analyse and engage closely with complex legal texts and doctrines.

Applicants without legal qualifications should note that subjects are offered in the discipline of law at an advanced graduate level. While every effort will be made to meet the needs of students trained in other fields, concessions will not be made in the general level of instruction or assessment. Most subjects assume the knowledge usually acquired in a degree in law (LLB, JD or equivalent). Applicants should note that admission to some subjects in the Melbourne Law Masters will be dependent upon the individual applicant’s educational background and professional experience.

The Melbourne Law Masters welcomes applications from students with disabilities. The inherent academic requirements for study in the Melbourne Law Masters are:

• The ability to attend a minimum of 75% of classes and actively engage in the analysis and critique of complex materials and debate;
• The ability to read, analyse and comprehend complex written legal materials and complex interdisciplinary materials;
• The ability to clearly and independently communicate in writing a knowledge and application of legal principles and interdisciplinary materials and to critically evaluate these;
• The ability to clearly and independently communicate orally a knowledge and application of legal principles and interdisciplinary materials and critically evaluate these;
• The ability to work independently and as a part of a group;
• The ability to present orally and in writing legal analysis to a professional standard.

Students who feel their disability will inhibit them from meeting these inherent academic requirements are encouraged to contact the Disability Liaison Unit: www.services.unimelb.edu.au/disability/

Many international transactions choose the law of a US jurisdiction as governing law—especially New York or Californian law. This subject covers doctrines distinctive to US contract law, with attention to important differences between New York and California. US contract law derives from the common law, but departs in important and surprising ways from the law of other common law countries. This subject will therefore be of interest to both common law and civil law lawyers. The focus will be on those aspects of US contract law that are distinctively different from the law of England or Australia. This includes substantive differences in legal doctrine as well as distinctive legal sources in the US federal system. The lecturer, first trained in Australian law, has taught contract law at New York University School of Law for 20 years, including many times to foreign-trained lawyers. He has published on the theory of contract law.

Principal topics include:

• Legal sources for US contract law, including the Restatement of Contracts II and the Uniform Commercial Code (UCC)
• Enforceability, focusing on the unique US doctrine of promissory estoppel and its implications for other doctrines such as the Statute of Frauds
• Interpretation and the parol evidence rule, focusing on differences between New York and California law.
• Distinctive elements of the US law of contract remedies, including remedies for promissory estoppel, restitution as a remedy for breach of contract, and the remedies provisions of the UCC
• The US approach to problems of assent in the context of standard forms, including the ‘battle of the forms’ under the UCC and the idea of ‘rolling assent’
• Termination for breach.

A student who has successfully completed this subject will:

• Have an advanced and integrated understanding of distinctive elements of the US law of contracts
• Be able to examine, analyse, interpret, and assess critically the effectiveness of the relevant legal doctrines
• Be an engaged participant in debates regarding emerging and contemporary issues in US contract law
• Have a sophisticated appreciation of the issues and considerations driving the development of this area of US law
• Have the cognitive and technical skills to generate critical and creative ideas relating to the different bases of liability (contract, promissory estoppel, and restitution) and to critically evaluate existing legal theories, principles, and concepts with creativity and autonomy
• Have the cognitive and technical skills to examine, research, and analyse independently existing and emerging legal issues in the US law of contract
• Have the communication skills to articulate clearly and convey complex information regarding US contract law to relevant specialist and non-specialist audiences.

• Class participation and a case presentation (20%)
• Take-home examination (80%) (24-27 July)

Core subject materials will be provided free of charge to all students. Some subjects require further texts to be purchased. Details regarding any prescribed texts will be provided prior to the commencement of the subject.

This subject is not available as a breadth subject.

This subject has a quota of 30 students. Please refer to the website www.law.unimelb.edu.au/masters/courses-and-subjects/subjects/subject-timing-and-format for further information about the management of subject quotas and waitlists.