Commercial Law I, Fall 2007

This 4 credit course meets in Room: F309 on Mondays and Wednesdays from 3:30 p.m. to 5:20 p.m. Students should pick a seat assignment and provide other information using the Classmaster prior to the first class meeting. The access code for the Classmaster is: CL-2007 and the login should work starting on Tuesday, August 14, 2007. This webpage constitutes the "syllabus" for the class--you will certify you have read the syllabus as part of the login process. Please note with particularity the attendance policy.

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Reading Assignments

The textbook for this course is LoPucki & Warren, Secured Credit, A Systems Approach (Aspen Fifth Edition 2006). Students also should purchase a current compilation of Commercial Law Statutes. DO NOT MAKE THE MISTAKE OF PURCHASING AN OUT OF DATE TEXT OR STATUTE SUPPLEMENT. The bookstore was instructed to order a current version of a commercial law statutes supplement. Professor Widen also provides supplemental materials and class handouts.

Reading Assignments for Week 1: In general, each student should stay one assignment ahead of the anticipated class coverage. During Week 1, in LoPucki & Warren, I expect to cover Assignment 1 (including Problem Set 1) and Assignment 2 (including Problem Set 2). This means that you also should have read Assignment 3 (including Problem Set 3). During Week 1 we will see some video of actual collateral repossesions so you should at least scan Assignment 3 in order to fully appreciate the video. In class, I will announce those assignments expected to be covered in the upcoming class periods.

I also want students to read carefully a copy of the attached case: Blue-Hills-Office-Park. I am giving you the double spaced original version so you can more easily take notes if you want to write on the case. If you want to get the published version on Lexis or Westlaw, the case is reported as: Blue Hills Office Park, LLC v. J.P. Morgan Chase Bank, 477 F. Supp. 2d 366 (D. Mass. 2007). This is a recent reported decision that illustrates some important aspects of commercial law.

I have assigned this case so you can see how complicated a commercial litigation can become. I want you to notice how important procedure can be in a case. Notice how the litigants make some arguments that should be generally familiar to you from first year contracts. Also notice how some claims are statute based. Directly related to aspects of commercial law that we will study, I want you to identify how many different ways the lenders had provided protection for repayment of the loan. I want you to consider whether this case presents an issue of contract interpretation. Identify the ambiguity, if any. What collateral did the lenders look to for repayment? Read this case as if you had to explain it to a partner at the law firm you hope to work at following graduation. Assume you will not get a permanent position if you do a poor job. Discuss the case with other students taking commercial law. If you either are unable or unwilling to read this case with the requisite level of seriousness, then drop the class. If you like trying to figure out what is going on in a case like this, then the course is for you (even if you do not yet have the tools to understand what is going on). It is ok if you do not yet know how to analyze a commercial law problem. However, you will need to develop the skills to understand the issues in a case like Blue Hills if you want to handle commercial issues following graduation.

Final Exam

The final exam for this class will consist of between 35 and 50 true/false questions, between 35 and 50 multiple choice questions and an essay question fact pattern requiring the student to respond to 4 to 7 discrete questions posed by the fact pattern. The exam is designed to be taken in 3 and one-half hours, but students are allowed 4 and one-half hours. Professor Widen may elect to subtract points for wrong answers. Professor Widen also may elect to subtract points from the final exam for poor class attendance and/or poor in class performance. NO EXAM CREDIT WILL BE GIVEN FOR GOOD CLASS PERFORMANCE--good class performance is simply expected to be the norm.

Attendance Policy

Students are expected to attend class on a regular basis. There is no attendance sign-in sheet. However, students are expected, as a matter of the honor code, to report class absences in writing or by email to Professor Widen's faculty assistant, Ms. Gina Cabrera, prior to missing a class. If you are called upon by the Classmaster program and you are absent, your absence will be noted and may count against your grade. It will look particularly bad if the Classmaster records an absence that was not reported to Ms. Cabrera (can you say "automatic honor code violation?"). DO NOT BOTHER Professor Widen with excuses related to class absences. If you want an excused absence you must get it from the Dean of Students Office. If you waste Professor Widen's time by passing along some equivocal non-sense about leaving the excuse up to the Professor's discretion, Professor Widen will count that absence as TWO ABSENCES. It is the job of others to evaluate excuses and Professor Widen will not participate in passing along responsibility for this decision. Please understand that a small number of class absences will not have a direct negative impact on a grade. If you do not like attending class on a regular basis, please drop this class.

Pass/Fail Option

Professor Widen will sign any request form to take a course for a grade of pass/fail. Warnings: Many good students have taken a course pass/fail only to receive a grade of A or B+. If you elect the pass/fail option and receive a grade below C (e.g. a C- or a D) you will not get credit for the course. Further, the Law School only permits a limited number of pass/fail credits. These rules are set by the Law School not Professor Widen. Appeals for exceptions made by graduating seniors or anyone else will be categorically rejected by Professor Widen.
The bottom line: Professor Widen does not recommend that any student take the course pass/fail but will honor a choice made by the student that is sanctioned by the Law School.

Request for Grade Change

If asked, Professor Widen will review an exam for a computational error. This is the only basis for a grade change. Professor Widen will review a student's exam to explain to a student why the examination received the grade that it did.