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Spring 2023 Seminar

Advanced Topics in Contracts: Third Parties

Prerequisite: Contracts

Exam Type: No Exam

The seminar will focus on third parties in the law of contracts and commercial transactions. As theoretical background, we will consider the classical “privity” principle in contract, as well as the question of whether the law’s treatment of commercial transactions should be guided by their form or their substance. We will then study doctrines pertaining to some of the following topics: third party beneficiaries; assignment and delegation; negotiable instruments (and warehouse receipts); suretyship; letters of credit; claims in bankruptcy (common debtor, multiple competing creditors); tortious interference with contractual relations. Special attention will be given to the triangular nature of the conflicts at issue, and to the influence of the legal realists (such as Karl Llewellyn and Grant Gilmore) on the development of the law.