Contracts - Session 02

Transcript

SFV Room 200B: When are you coming? That’s what they do to give birth, right? You’re cheating on me? No. I was so scared. SFV Room 200B: I can’t… my textbook is not… Sure, 8th edition. SFV Room 200B: Please teach me the options here. Hi, how are you? I appreciate it. SFV Room 200B: Oh, I didn’t write. You will actually be helpful for us to meet. Someone did the job for you. SFV Room 200B: Yeah, right? SFV Room 200B: I don’t have the… I find free time, so I look like I ever have free time. SFV Room 200B: It’s gonna keep you and me on the plane? SFV Room 200B: No, in two weeks, right? SFV Room 200B: Almost every year. This year? 29.30. Yeah, it’s Labor Day weekend. Labor Day weekend. Yes, I work with him. SFV Room 200B: What? Not for him, with him, yeah. You work in a law firm. SFV Room 200B: Him and his wife. He’s saying… It’s Mel? Yes, Mel is awesome. We hang out a lot. Yeah. Yes. Us too. I’m seeing them first week of September, actually. We have an event together. He’s one of the few that I… SFV Room 200B: Have you ever been to this Christmas party before? SFV Room 200B: I watched. It was good. It was huge. Yeah. But we usually come after. Not now, but after the lunch comes to the, … It’s like the event that we have in Glendale. SFV Room 200B: Oh, Margarian? That’s how… Shushanik is a good friend of mine, the wife, so she does… she also does something similar for females, and then Mel is always there, so we have one coming up, I think it’s the first or second week. Yeah, this time I missed, because… Yeah, yeah, yeah. It was last week, right? SFV Room 200B: No, it was, … yeah, it was last week, and my car broke down. Brand new car. Brand new… And why do you just car? Just… I texted my… Text him to say, I texted my service advisor, and I sent him a video of what the car is doing, he says. SFV Room 200B: Oh, this is just a flap, don’t worry about it, just put your own whatever you want. SFV Room 200B: But then, two hours later, like, somebody’s going, and I’m like, what? And it just suddenly just stopped in the middle of the field. SFV Room 200B: I was able to sort of… That’s crazy. It was very wonderful. And you just got it. You got it last week. Did they end up fixing it? SFV Room 200B: It’s there. He just told me… He just told me… We just started. I know it’s way more. You know who to call. I actually… I know, but I lemon cars myself. Oh, okay. Oh, okay. Then you know it better. I lemoned my EQE in two months. It took me two and a half months to get all my money back. SFV Room 200B: And this is my wife’s name. SFV Room 200B: She was my lawyer. I gotta love it. To this day, she’s like, you’re not paying me, yeah, I’m never gonna represent you again. I mean, you have to, otherwise you don’t get attorney fees, you know, so I’m like… What type of law does she practice? Employment. She’s not practicing now, because we have a darker moral circle. SFV Room 200B: That’s for sure. Igor, are you taking notes? No, actually, I asked him. Oh, don’t ask you for advice, sir? Wrong person. Wrong person. I don’t see his ring either. No, that’s the problem. There is no ring. SFV Room 200B: This guy is, … Oh, you can, you can advise… SFV Room 200B: He’s not, … Did I just say family law is not kind to man. Not in property before getting married. Neither is your marriage that benefits the man. If you’re not married, take community property before you get married. That is correct. And then you’ll know not to get married. Yes. SFV Room 200B: Yes. SFV Room 200B: Thank you. See you later, Professor. SFV Room 200B: Professor, are you urgent? Yes, I’m… When he’s a student. SFV Room 200B: I had a couple last year, friends, in high school. SFV Room 200B: As a deputy, you’re about to get arrested. This guy gets arrested every day. SFV Room 200B: He’s like, are you serious? He’s like, should I even, like, say… Zan, call me what you do. I know. That’s why it’s no longer a secret. I love Zan. Zan’s like your, like, dad or something. He’s like the dad figure, yeah. SFV Room 200B: Stop. SFV Room 200B: So what’s that? SFV Room 200B: See, all the laptops are open before 6.30, I like that. SFV Room 200B: You scared us last time. I meant it. SFV Room 200B: Sorry. SFV Room 200B: I meant it. We even made it to first show this. You know, the day the car broke down, just to tell you how serious I am about punctuality. I was in Rancho Cocamonga on a multi-felony SFV Room 200B: Case. SFV Room 200B: Came out, driving back. SFV Room 200B: I have all the photos to prove it. Stupid car broke down. I don’t care about the car, I don’t care about myself. SFV Room 200B: all I’m saying is, CHP guy stops right behind me, I’m like. SFV Room 200B: He’s like, shoot, whatever? He finds out I’m an XLAPD, he’s like, I’m just gonna sit here until they come pick you. SFV Room 200B: They come, they can’t start the car, they can’t put the car on the, you know, flatbed, because SFV Room 200B: the car… not only the car doesn’t start, there is no electronic release button to release the brake. You can’t release the brake on a stupid, brand new car. You have to go through the system, I have to call the dealer, and I’m just basically… SFV Room 200B: screaming at my service advisor, Lisp, Shit about the car. SFV Room 200B: when I get there. SFV Room 200B: Gotta have a car ready for me, because I need to make a decision I want to go for it on time. I can’t be one minute late. I had to call the clerk, and the clerk says, oh, show up at 2 o’clock, don’t worry about it, sitting there, because I sit pro tem in that court all the time. SFV Room 200B: And it’s Judge Hunt, a former mayor of Los Angeles. He’s the judge. SFV Room 200B: I don’t care. As soon as I got there, it’s like, here’s the key goal. SFV Room 200B: I left. I didn’t care, I’m like, I don’t care what happened to the car. I was there, I was there, I was in court for… Not the insurance for the car? SFV Room 200B: To tell you that I mean what I say, I could have easily told the judge, Your Honor, I’m sorry, I’ll make it at 3 o’clock, no problem. But I’m not… I can’t. It just bothers me. I need to be on time. SFV Room 200B: And it’s funny, Cliff was so laughing, I walked in, he’s like. SFV Room 200B: Have you ever experienced LA Export, Department 31? Yeah, of course. SFV Room 200B: You never saw me there? Oh my, maybe. SFV Room 200B: Maybe, I don’t remember. That was a busy board, so a lot of attorneys came. A lot of attorneys. Now, by the way, a UWLA graduate is the DA in that department. Really? Right now. No, it’s a girl. Oh, girl. She’s this big. I’ll be there on Wednesday. She’s… half of her is underground. SFV Room 200B: I swear to God, she’s so good. She’s a DA in 31. That’s crazy. She became DA within 3 months, she was doing pretty. They change every 3 months, the DA is up there. 4 or 3 a day. Yeah. SFV Room 200B: Okay. SFV Room 200B: Time is 6.31. Good evening, everyone. SFV Room 200B: You have a full class. Those of you who have been authorized to stay on Zoom, Welcome. SFV Room 200B: … SFV Room 200B: I don’t think I’m gonna ask anyone to briefcases tonight. I think I’m just going to cover more of the same. I’m going to start going through everything we talked about last week. SFV Room 200B: And then add to it. But I’m gonna go a little faster on everything that we have covered last week, so please. SFV Room 200B: Bear with me. If you need to stop me at any time, feel free to stop me at any time. SFV Room 200B: Okay, class starts at 6.30. SFV Room 200B: Luvenajanian? Here. SFV Room 200B: Umberto Campos, prayer. SFV Room 200B: Marco… loves games, right? SFV Room 200B: Brianna, Estrada? Here. SFV Room 200B: Joseph? SFV Room 200B: Ajgn? Yeah. SFV Room 200B: Robert Wazarian? SFV Room 200B: I think he’s not going to be here. SFV Room 200B: Go ahead, Patrice here. SFV Room 200B: Danny Ramirez? Here. SFV Room 200B: Norman Zakarian? Yeah. SFV Room 200B: Joshua Zone? Fair. SFV Room 200B: Louis, is it Lucine Abrahamian? Here. Surin Abrahamian? Here. Eddie? SFV Room 200B: Again? SFV Room 200B: Mr. Gillian? SFV Room 200B: Going once, going twice, Edwina Gillian, Daniel Arman… Armin? Here. SFV Room 200B: Jason is easy. Here. Armin Krasian? Armen Bashian: Hello, Professor. Good evening. SFV Room 200B: Hi, good evening, sir. Franz, Piompit? Frantz Biamby: Here, Professor. SFV Room 200B: Victoria Priones? Victoria Briones: Good, Professor. SFV Room 200B: Augustine Hernandez. SFV Room 200B: Is that Young Carl Augustine? Young Carlo, present. SFV Room 200B: That’s a nice name. Young color. SFV Room 200B: Forbesia, Pereira? Fabricia da Hora: I’m a he, professor. SFV Room 200B: Thank you. Anna Galcian? I’m sorry, Galazian. Yes, here. Forgive me. SFV Room 200B: Kevin Golovanti? Here. SFV Room 200B: Where are you mistook all accident? SFV Room 200B: Cesar Gonzalez? Cesar Gonzalez: Here, Professor. SFV Room 200B: Paul Gonzalez? SFV Room 200B: Naria, Naira Hakubian. SFV Room 200B: Naira Harkovian. SFV Room 200B: On, Hakubian. Right here. SFV Room 200B: Cardin Vasquez. Karen Hernandez: Here, Professor. SFV Room 200B: Ruben… Hunan Yoon. Here, Professor. SFV Room 200B: Rita… Parayan. Your church. SFV Room 200B: What are you thinking? SFV Room 200B: Miana… Caribina. Here. SFV Room 200B: Deep. SFV Room 200B: pre-core, It’s Car Sabian. You’re in trouble, sorry. SFV Room 200B: Paro Krishkarian. Sure. SFV Room 200B: Excuse me. SFV Room 200B: No? SFV Room 200B: Well, she missed. SFV Room 200B: Okay. Madeline Kushkarian. SFV Room 200B: Madeline, Maddie Kushkarian. SFV Room 200B: Okay, that’s true. SFV Room 200B: Adriana? SFV Room 200B: Kumamoto. Here. SFV Room 200B: There you are. SFV Room 200B: Cynthia… SFV Room 200B: Lauer? Did I say that correctly? Yeah, that’s fine. That’s fine means no, but also… My apologies for you. Jason McCarion. I’m very bad with names. I mean, if I’m destroying your name, trust me, I’m actually trying. SFV Room 200B: Sabrina Malekine. Sabrina Malekan: Here. SFV Room 200B: When I sit pro tem, the first thing that comes out of my mouth is I apologize for mispronouncing your name. I don’t mean to offend anyone. Don’t say anything. Julia, Marochimne. SFV Room 200B: Same place. SFV Room 200B: Julia… Julia Anna Marokin? SFV Room 200B: Julia Moroquin. SFV Room 200B: Our third was Lumion. SFV Room 200B: Jana Mazmanyan. Here, Professor. SFV Room 200B: Arman Mirzoyani. Here it goes. SFV Room 200B: Okay. SFV Room 200B: There’s optional. SFV Room 200B: Sayede. Ilani? SFV Room 200B: See, you did. zahra movassaghigilani: They’re awesome. zahra movassaghigilani: It succumbed to the class. SFV Room 200B: Ms. Gilani, are you on Zoom? zahra movassaghigilani: Yes, I’m on Zoom right now, and I’m also, like, on my way, like, I will be in person in Prague in 10 minutes. I just went to the wrong campus. SFV Room 200B: Laura Muradian. Laura Muradyan: here. SFV Room 200B: Going to the wrong campus, that’s pretty bad. LAX? - you would know. Sebastian Nazar? I’m sure he does. He met. SFV Room 200B: Leonie Nazarian? Here. SFV Room 200B: Bellona Nazarian? Here. SFV Room 200B: Beautiful. SFV Room 200B: Armanda or Den? Amanda Oden : Here. SFV Room 200B: Masi Oyaga? Masie Oyaga: Here. SFV Room 200B: Alexander Toboresky? There. SFV Room 200B: Those are really good. Was it? Yeah. Thank you, sir. SFV Room 200B: Jasmine Porzanjani. Jasmine Pourzanjani: Here, Professor. SFV Room 200B: Valerie Rubio. SFV Room 200B: Valerie Marlene Rubio. SFV Room 200B: on 638. SFV Room 200B: Sivara Safarian. Here, Professor. SFV Room 200B: Isabel Solazar. Here. SFV Room 200B: Thanks, signing up. SFV Room 200B: Karina, … Salazar Maria. Karia Salazar: Here. Karia Salazar: It’s Karia. SFV Room 200B: Is it Korea? Karia Salazar: K-A-R-I-N. SFV Room 200B: Yes, ma’am, it is. Thank you. SFV Room 200B: Okay, Susie? You’re a professor. Sugar Dumias. Yeah, Sugar Dumius. SFV Room 200B: You know, that’s actually not how… shook her dummy. SFV Room 200B: Right? I’m pretty sure I’ll get it wrong next time. It was perfect. Thank you, ma’am. Where is Susie? Here. Okay. SFV Room 200B: Cameron Smith. SFV Room 200B: Alright, here. SFV Room 200B: Oh, that’s such a difficult name. I know. I hope so. I was working over this one over the weekend. I gotta get this one, but… SFV Room 200B: Yesenia Surya. Yessenia Soria: Professor, I’m on Zoom. SFV Room 200B: Yes, Annabella’s… Here. Sulahil? SFV Room 200B: Cheer. SFV Room 200B: Clarissa… … Terra… Terrazas. Clarissa Terrazas: Here, Professor. SFV Room 200B: Danny Oak. SFV Room 200B: Turklanjian. Arthur… He was sketchin’, Eric. SFV Room 200B: They do, okay? SFV Room 200B: No, it’s… it was sketchy. Yeah? SFV Room 200B: Madonna Youssef. Madonna. Madonna. That’s you? Yeah, that’s me. The one and only. Wow. Madonna. That’s cool. SFV Room 200B: Not related to my knowledge. Most definitely not. SFV Room 200B: I was doing a case years ago, you said unrelated, maybe 6, 7 years ago, and the DA had the same last name as my criminal defendant client. I repeatedly told the jury in open arguments, you know, open… SFV Room 200B: in her opening remarks that she has no relations. I got up and I said, she’s not telling the truth. She doesn’t. SFV Room 200B: She just went… I said, oh my god, they can’t take a joke? That was it. After that? I did it on her. SFV Room 200B: Scammed. Okay. SFV Room 200B: Any ques… yes, ma’am? SFV Room 200B: What is your name, Matt? That’s Fortnite. SFV Room 200B: What is your last name? Kazarian, G-H-A-C-A-R-Y-H-N. SFV Room 200B: I had a different professor last week, and… Okay. SFV Room 200B: Alright, … You’re not added to my roster, but I’m gonna do that for you. SFV Room 200B: Can you do me a favor and spell your first and last name for me? S as in Sam, O as in Oscar, N as in Nancy, A as in Albert State, G as in Google, H as in Harry. SFV Room 200B: apple, or was in rock, was strong. SFV Room 200B: And it’s Nancy? Yeah. No problem, I got you. Sona Gazarian. Okay, sorry, I had a hard time doing that. Got you. So just make sure they know that you’re not going to be marked out. Okay, you should be okay. SFV Room 200B: Any questions before we start? SFV Room 200B: Cool. SFV Room 200B: As I said last time, … of this concepts. SFV Room 200B: speed. SFV Room 200B: First 2 or 3 sessions are gonna go slow. SFV Room 200B: But then… then we’re gonna… everybody else, hopefully, is gonna catch up with me. SFV Room 200B: Because I’m usually ahead of others. But I still want to go slow, because I want to make sure that we get it, right? SFV Room 200B: We started, by talking about … SFV Room 200B: what law governs contracts? And I said. SFV Room 200B: All contracts are governed by common law, with the exception of sales of goods. SFV Room 200B: Sales of goods are governed by the Uniform Commercial Code, also known as UCC. SFV Room 200B: I also said that an agreement is not necessarily a contract. SFV Room 200B: A contract is an enforceable agreement. SFV Room 200B: Okay? SFV Room 200B: So, I said under the restatement second of contracts, agreement is a manifestation of mutual assent SFV Room 200B: Sufficiently definite to conclude a bargain. SFV Room 200B: manifestation of mutual assent. In other words, the parties come to an agreement, right? It’s really just… SFV Room 200B: too many legalese to say, yeah, we agreed on some terms, right? The essential terms. SFV Room 200B: As I also mentioned last week, you don’t have to agree on all terms, just the essential terms, right, to have a valid contract. SFV Room 200B: Then, after that, we discussed what is a contract, and I said a contract is a promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty. SFV Room 200B: … SFV Room 200B: I also indicated to you that under Restatement Second of Contracts, Section 1, contract is defined as a set of promises, set of promises, that the law will enforce. So, in other words, not one promise, but at least two promises, right? SFV Room 200B: that would form an agreement that the court will enforce, right? Professor? Yes. Under what, you said? Under restatement Second. Restatement second of contract section 1. SFV Room 200B: Okay? SFV Room 200B: Excuse me. SFV Room 200B: I gave another definition of a contract. I said, if you totally forget, like, you’re like, oh, shh, I don’t remember anything, just say, contract is an offer, acceptance, and consideration. SFV Room 200B: Not bad, right? Nobody can say you’re wrong, but I added something to it over the years, and that was a contract is an offer acceptance, consideration, and lack of defenses. SFV Room 200B: Okay, so that’s just something that I adequately. Why did I do that? SFV Room 200B: if… If you get into the habit of SFV Room 200B: Knowing everything that you need to discuss. SFV Room 200B: When you’re talking about contract formation, you’re less likely to forget something and lose points. SFV Room 200B: You may already know, but you may not know, but I’ll tell you, spotting the issues probably SFV Room 200B: 25-30% of your grade, right? SFV Room 200B: To me, the other 50-60%, Is your analysis. SFV Room 200B: Your conclusion means nothing to me. SFV Room 200B: No. SFV Room 200B: My conclusion means nothing. SFV Room 200B: Who am I? Supreme Court Justice? No. SFV Room 200B: Their conclusion means a lot. SFV Room 200B: Ours means really nothing. So, so long as you spot the issue and you give me solid arguments, I don’t care how you conclude. You find an offer, you don’t find an offer, you find it, I don’t care. SFV Room 200B: You find an acceptance, you don’t find an acceptance? SFV Room 200B: Irrelevant to me. SFV Room 200B: Who am I to judge? SFV Room 200B: So… SFV Room 200B: A contract can be… a contract can be an offer, acceptance, consideration, and lack of contract defense, or, … SFV Room 200B: Formation defenses, right? SFV Room 200B: So… … SFV Room 200B: We said in order for the contract to be formed, the parties must reach an agreement, which we call mutual assent. Mutual assent, right? SFV Room 200B: We also told you that there’s something called an objective theory of contract… objective theory of contract. SFV Room 200B: And what we meant by that was that the courts don’t give a damn about what was going on in your head. SFV Room 200B: Lucy v. Zemaire, the first case, I believe, is a case in the book that has been for God knows how long. SFV Room 200B: Is a prime example of what the parties thought, in their own mind, means nothing. SFV Room 200B: The outward manifestation of the parties is key. What did they say? What did they do? SFV Room 200B: Right? Maybe after the… after the discussion, what did they do? SFV Room 200B: So the discussion may have been very brief, not in Zimera, but let’s just say that it was. Initial discussion is brief. Okay, I agree, you know, and then it’s not totally clear, but let’s say the next day, one of the parties turns over the deed to the other party. SFV Room 200B: Aren’t you supposed to argue that, yeah, there appears to be a contract? Because, look, it’s not just what they said, it’s what they did, how they acted, right? SFV Room 200B: So, objective theory of contract literally is that, is that the agreement, basically, as to the major terms, is objectively viewed by the court. We look to see what a re… here’s a test for objective view, by the way. SFV Room 200B: what would the reasonable person, in the eyes of the opposing party, conclude, right? You say, I’m willing to buy your land for $500,000, SFV Room 200B: What would the other party reasonably conclude from your statement? SFV Room 200B: Would he reasonably conclude that there was an offer made? SFV Room 200B: If that’s the case, yes, that satisfies the objective theory of… of contract. SFV Room 200B: I said, the most important thing in contract SFV Room 200B: Law is intent of the parties, just like criminal law. SFV Room 200B: Intent is the most important aspect of contract law, right? Did they intend it to be a joke? Did they intend to be serious? Right? SFV Room 200B: I have jokingly, last week, has several times said, I will kill you. SFV Room 200B: Right? I don’t… I hope I don’t get arrested for making this statement, because as you’re all laughing, it objectively tells me that everybody knows I’m joking. SFV Room 200B: Of course, KIL is not K-I-L-L, so… SFV Room 200B: You know, I also put that in there in the tape, to cover myself. But you get my point, right? Nobody in their right mind can say, oh my god, he threatened to kill me if I don’t brief cases. SFV Room 200B: ongoing. SFV Room 200B: Okay. Now… he said, Sales of goods are governed by the UCC. SFV Room 200B: Then we went to 2 dash… 106… SFV Room 200B: Sub 1, and we said a sale is a contract in which title… actually, I may not have mentioned that last week. If I have not, I will mention it this week. SFV Room 200B: A sale is a contract in which Titled to goods, passes. SFV Room 200B: From the seller to the buyer. SFV Room 200B: Bought a price. SFV Room 200B: Let me repeat, this is the language of 2-106 sub-1. SFV Room 200B: You do not have to memorize any UCC. SFV Room 200B: numbers. In fact, let me warn you before I repeat, I will repeat, trust me. SFV Room 200B: Let me warn you that if you put the wrong number in your test, I will kill you! SFV Room 200B: Do you know why? SFV Room 200B: Because when a grader at the State Bar SFV Room 200B: one board of examiners, you know, and sitting with his coffee. This is what they described to him. They have 200 papers sitting next to them at night. SFV Room 200B: After a full day of work. SFV Room 200B: Huh? Right there on the table. SFV Room 200B: He just puts his feet up, his TV’s on, his kids are in the room playing, he’s grading papers. SFV Room 200B: I’m not kidding. You think these people get $5 million an hour to sit there and just go line by line and make sure you got it right? The moment they see a wrong UCC number code, they’re gonna say, oh, shh, wrong. Even though you may have given the right definition, you just killed yourself. SFV Room 200B: Get it? Another thing that I always mention, and I will mention it in your class, you will hear this over the years. SFV Room 200B: Underline. Make it bold. Do whatever the hell you have to do to make sure that you… SFV Room 200B: somehow explain that this is the law, these are the facts, and connect them together as best as you can. Underline the key phrases. SFV Room 200B: Right? Intent, for example, right? Certain definite terms. SFV Room 200B: Right? SFV Room 200B: communicated SFV Room 200B: Underline them. Not for me, because I will not have 200 papers and do this while my child is playing with the TV on. SFV Room 200B: But… They do, many of them do, and they admittedly say so. SFV Room 200B: You don’t want to give them any opportunity to give you a C or lower, so they would have to re-read your paper and then flunk you. SFV Room 200B: That happened to a student of mine. Actually, he was not my student, I was his TA, 30 years ago. He took the bar so many times, he finally gave up. SFV Room 200B: One time, he came so close, he passed! SFV Room 200B: Then there was a re-read, he failed. SFV Room 200B: I’m not kidding you. I swear to God. He brought me the papers, I looked at it, I said, oh my god, that is injustice. That’s BS. SFV Room 200B: And I told him what. SFV Room 200B: You gave them the opportunity to fail you. SFV Room 200B: Unfortunately. SFV Room 200B: it’s really up to you. So, you know, as we practice later on. SFV Room 200B: Try to underline, try to make it bold if you can, however you can do it, right? I was… I was handwriting everything until I had an injury to my thumb, which I still do. SFV Room 200B: … SFV Room 200B: I guess I was supposed to get stitches, and I didn’t, so I permanently ruined the thumb. So I can’t write as fast, so I started typing during law school. SFV Room 200B: I learned in law school to type. SFV Room 200B: And if you think you can take this 30 years ago to your bar exam, - it was a laptop, it was a… it was a IBM SFV Room 200B: Typewriter. It was this big. This big, I swear to God. Like, huge. I had two of them. SFV Room 200B: Because, you know, I had a backup. I had to get, you know, you have to put stickers on them, they literally say you can… SFV Room 200B: How do you… how do you correct on a typewriter? Think about it. SFV Room 200B: It’s so hard. Well, now you can do it with your laptop, right? And you can take your laptop, I think they put something called Examsoft on your computer so you can take the test. SFV Room 200B: But that… none of that existed back then. SFV Room 200B: Right? I still underlined and bolded the key phrases. Like, bold… on the line. SFV Room 200B: I like that. SFV Room 200B: Because I knew it was important. SFV Room 200B: I knew it was important. SFV Room 200B: Okay? So… SFV Room 200B: Sale. Sale is a contract in which title to goods passes from the seller to the buyer for a price. SFV Room 200B: Right? Obviously, I don’t have to give you an example, right? You buy a car, if they hand you the car without giving you the title, have they given you… have you bought the car? Technically, no. Under the UCC, your supposed title should pass to you. SFV Room 200B: Right? That’s why when you lease a car, even though you have possession of the car, you don’t own it. Could you repeat the definition real quick? Yes. Under 2-106 sub-1, a sale is a contract in which SFV Room 200B: Title is, title to goods SFV Room 200B: Passes from the seller to the buyer, For the price. SFV Room 200B: Now, obviously, what are goods? We did talk about this. We said goods are things that are tangible and movable, right? SFV Room 200B: At the time that they are identified as goods to be sold under the contract. SFV Room 200B: I repeat, Article 2, Section 2-105, Sub 1. By the way, if you think I know these code sections, I don’t. SFV Room 200B: I probably know 5 UCC code sections. SFV Room 200B: The most important is 2-207. SFV Room 200B: Always tested. SFV Room 200B: Always tested. SFV Room 200B: Both here and in the bar. SFV Room 200B: Article 2, Section 2-105 Sub 1 defines good as all things SFV Room 200B: Movable at the time they are identified as SFV Room 200B: The goods to be sold under the contract. SFV Room 200B: I’m going to, in a minute, talk about what we mean when we say SFV Room 200B: Identified as good at the time that they were sold. SFV Room 200B: Because, as you will see sometimes, some things are actually governed by common law. SFV Room 200B: But sometimes they’re governed by music. SFV Room 200B: They relate to land, usually, okay? SFV Room 200B: Oh, so, actually, here I am. SFV Room 200B: Goods associated with real estate. SFV Room 200B: Such as minerals. SFV Room 200B: Growing clubs and uncut timber, on cut timber. Obviously, if they’re timber… if the timber’s already caught. SFV Room 200B: It’s UCC, right? It’s a tangible, movable thing. If it’s uncut, it’s still attached to the end, so we have to know how do we deal with it. SFV Room 200B: and fixtures removed from the land may fall under the UCC. SFV Room 200B: Here are the key … Code sections that might assist you in SFV Room 200B: figuring out, if anybody, by the way, is uncomfortable where you’re sitting, please let me know. I will stop SFV Room 200B: I will bring in… we can use that professor’s desk, or whatever that is. I don’t care if anybody goes sit there, stand there, totally fine with me. I will bring in more tables and put in here. If you’re uncomfortable where you are sitting, please let me know. SFV Room 200B: Okay, I don’t want anybody to go through 3 hours of pain. SFV Room 200B: Okay? SFV Room 200B: Alright. SFV Room 200B: So… SFV Room 200B: 2-107 sub-1. And the only reason I gave the sections is only if you want to go look it up, right, for a reference point. SFV Room 200B: If you’ve missed what I said, and you don’t want to go listen to the tape again, and you go, you know, I’m just going to go look it up, it’s in the back of the book. All these UCC sections are in the back of the textbook. SFV Room 200B: Okay? UCC2-107, sub 1, growing crops. SFV Room 200B: Timbers to be cuts. SFV Room 200B: Growing crops and timbers to be cut. SFV Room 200B: They’re always considered good, they’re considered goods. SFV Room 200B: And UCC applies. No matter who cuts them. SFV Room 200B: Growing crops, timbers to be cut are always UCC. SFV Room 200B: Fixtures! SFV Room 200B: fixtures attached to the structure. If they are removed, Please write this down. SFV Room 200B: 2-107 SUP2. SFV Room 200B: If they are removed without material harm. SFV Room 200B: M-A-T-E-R-I-A-L, without material harm to the land, And severed by the seller, UCC applies. SFV Room 200B: Fixtures attached to the structure that are removed without material harm to the land SFV Room 200B: severed by the seller are governed by the UCC. SFV Room 200B: Makes sense, right? The contract says the seller is going to… Remove it from… SFV Room 200B: A land, the fixture is removed, And then… SFV Room 200B: sells to you, okay? It’s identified in that way, so it’s UCC. SFV Room 200B: Years ago, and I’m not saying this to be cute, but My brother bought a house. SFV Room 200B: And, so that we can talk about fixtures. You may already know this, you may not. SFV Room 200B: He bought a house, He got the keys. We show up at night. SFV Room 200B: He’s the one, first one walking in. He’s trying to flip switches. SFV Room 200B: Even though he had already called DWP, no light comes off. He trips over his step, goes face down, comes up, we see there are no light bulbs anywhere in the house. SFV Room 200B: All the light bottles were removed by the seller. This is a $3 million house. Like Reese’s Light? Every single light bulb was removed. Forget about the stuff, the, … SFV Room 200B: the lights, the light fixture over the dining table that was specifically in the contract not to be removed. That was removed. SFV Room 200B: Most of the piping was removed. SFV Room 200B: I’m talking about a $3 million house, I’m not talking about, you know, whatever. SFV Room 200B: But I never forget, it was the barbecue that we had to go over to trial over this. The barbecue was affixed to the land. That’s the reason I’m bringing this up. The barbecue was not a freestanding barbecue, it was affixed to the land, right? To the wall. SFV Room 200B: And his lawyer’s argument was that SFV Room 200B: This is a good. It’s not part of the land, it’s not part of a sale. We removed it, we removed it, so on. SFV Room 200B: And his argument was that light bulbs do not include… they do not go on sale. I mean, there were so many things removed, I’m just… Did they take the toilet out? I’m sorry? Did they take the toilet? No, they didn’t take the tortoise, and I guess it was too hard to take the sub-zero out, but pretty much a lot of things I can’t recall. This is many years back. SFV Room 200B: We literally had to go to trial because I was pissed, and I just wanted to teach them a lesson. SFV Room 200B: And I… he showed up at my office one time by himself without his lawyer, begging for a settlement, and I said, listen, I can’t talk to you, just go. SFV Room 200B: Anyway, so we go to trial, and I just remember the judge looking at the lawyer after he made 15 minutes of argument over this, he goes, listen, bozo, the judge. SFV Room 200B: Listen, Bojo, If it’s fixed to the land, it’s part of the land. Do you understand me? SFV Room 200B: Just like that. In front of the jury. Wow. SFV Room 200B: And he says, I want a mistrial, and the judge says, there’s no mistrial. I’m not gonna… take me on appeal. And then, of course, he gave him a… SFV Room 200B: One of these in chambers. SFV Room 200B: To straighten him. We… that day, the case settled. SFV Room 200B: That day, the case settled. They didn’t continue with the trial? So, yeah. And… oh, I’m sorry? You didn’t continue with the trial? No, well, we… he decided to pay what I wanted, you know, up and down a little bit. SFV Room 200B: Of course, my brother didn’t want… I didn’t want to go through the trial, we didn’t want to go through that. Yeah. It’s… it’s not, you know… he’s a therapist, he’s, like, all about love, and… Please don’t harm the fly. I’m all about… SFV Room 200B: You know, screw you! Anyway, yeah, we’re just… SFV Room 200B: We’re twins, but completely separate personalities. SFV Room 200B: Yeah, I don’t look for trouble, but I just never forgot. SFV Room 200B: How the judge finally had to school him SFV Room 200B: He literally said in chambers, this is Contracts 101, man! SFV Room 200B: It’s Contracts 101. Don’t make that mistake. SFV Room 200B: Anything affixed to the land is part of the land. SFV Room 200B: I don’t want you to argue that, well, you know, maybe it’s not, because it’s only attached by one pipe. I saw that, by the way, with one of my students two or three years ago. SFV Room 200B: I had to text him. SFV Room 200B: and tell them, didn’t I go over this, like, two or three sessions over and over? What do you mean it’s fixed to the land by one pipe? And it makes it a good SFV Room 200B: It’s attached, isn’t it? SFV Room 200B: That’s all… if it’s one screw, I don’t care. It’s attached to the land, it’s not good. SFV Room 200B: Don’t make that mistake. SFV Room 200B: Okay. You said the barbecue pit was attached to the land. Yeah, the barbecue was attached to the land, and he was basically arguing, and I was like, tangible, movable, dude, movable. Yeah, after you broke it, you can move it. Oh, I see. You know what I mean? You broke it, then you moved it. SFV Room 200B: And then we pulled the jury, by the way, on that case afterwards. We just wanted to find out how they feel, because they just came and thanked them and said, you know, the matter has been resolved. So, we pulled the jury, and you know what? They were pissed off? Not about the barbecue, nothing. SFV Room 200B: The lights… Just the fact that he fell, and we had photos of him falling, getting injured a little bit, just a little bit. SFV Room 200B: They were pissed off about the light bulbs, like, who removes light bulbs? How much are light bulbs? You know? It was obvious what’s gonna happen to the seller. SFV Room 200B: At the end of the trial, even if he didn’t have a case. It’s like when you piss off a jury, it’s your butt goodbye. Okay. We talked about mixed or hybrid… is there any questions so far? Yes, ma’am? So the light bulb is not attached to the landfill. The light bulb is, because it’s actually screwed into… Thank you for bringing that up. SFV Room 200B: It is affixed to the land, because it’s actually screwed into the light socket. Okay, light socket. It’s part of the… right. If you remove it, now it becomes a UCC argument. So long as it’s connected to SFV Room 200B: the light socket, and if that is connected to the land itself, it’s part of the land. So you can’t remove… if you sell your home, don’t remove light bulbs. I’m not kidding. Frantz Biamby: I have a question for you. SFV Room 200B: If they get sued, don’t do that. It’s, yeah. Frantz Biamby: I wanted to ask you, so, in that situation. SFV Room 200B: Football, football, please, we have a question in the room. Frantz Biamby: Yeah, I’m sorry. SFV Room 200B: whoever’s on Zoom. Just one moment. So, if it’s a light bulb situation and, on an essay, do we… should we do a predominant purpose test, or just skip it? SFV Room 200B: Okay, so… Just for the sake of the argument. SFV Room 200B: Let’s see if I can understand your question. Let’s say I talk about… I mean, can you give me a… Same example as yours. We’ve never given that kind of example, but… but let’s say that we… we raise the issue somehow, that, without a light bulb. SFV Room 200B: that was removed is a UCC problem. Yes. I would not discuss hybrid mixed argument, because I honestly think it’s a complete waste of time. Okay, that’s what I thought, okay. If I did, it would be a one-liner. SFV Room 200B: Got it. Just to tell the professor or the grader, I know what a hybrid is, I would say, assuming, for the sake of argument, that the light bulb is, in fact, a UCC, SFV Room 200B: Which you… I don’t think you’ll see that context, because usually you’ll see labor with goods. Goods, yeah. Usually, right? That’s how it usually comes around. SFV Room 200B: Right? Like, painting a portrait, or, as I said before, selling a laptop with, with or without warranty, or, you know, whatever it’s called. What is it called? SFV Room 200B: AppleCare, right? AppleCare. Other than AppleCare, there’s a warranty that comes with Apple laptops, right? That’s hard to distinguish, isn’t it? It’s hard to separate that. SFV Room 200B: It’s still labor, but it’s not… you didn’t pay for it separately, it’s part of the laptop for the first year, or whatever it is, right? Got it, okay. That would be difficult. It would come up in that context. It’s usually not something that is fixed to the land. SFV Room 200B: But it… but these things do. The ones that I just mentioned, timbers, right, minerals, absolutely these things may come up. Absolutely, and that’s… you deal with it exactly the way I mentioned, right? Who severed it? How is it defined in the contract? SFV Room 200B: we’ll make it clear whether it’s UCC or not. That still doesn’t raise it into a hybrid question, because SFV Room 200B: I just gave you the definitions, you know? I literally told you how you treat it, okay? On Zoom, I think we had a question from SFV Room 200B: Someone, please. Frantz Biamby: Yes, my question was, similar. I just wanted to know, like, if we were writing an essay, could you argue with the hypothetical with the, light bulbs? Could you argue both sides, UCC and common law, and would you get more points for that, or no? SFV Room 200B: You can argue But I’ll be honest with you. SFV Room 200B: I don’t think I will give anybody, you know, even one point. SFV Room 200B: For bringing that up. Frantz Biamby: So you would expect us…. SFV Room 200B: Because… because if it’s… if it’s not supported by any facts whatsoever, why talk about it? Frantz Biamby: No, I meant the light fixture, because on one hand, you can say that it’s attached to the house, but under the UCC. SFV Room 200B: Right, so, I thought I made it pretty clear that when a light bulb is attached to the land, there is no UCC argument. It’s always. Frantz Biamby: Alright. SFV Room 200B: upon the law, always. Right? Because it’s a fixture, right? Now, if the contract said… if the contract said the light bulbs shall be removed and be placed in one of the rooms. SFV Room 200B: by the seller, for the benefit of the buyer, I would say, yeah, that’s UCC. Frantz Biamby: Got it. Thank you. SFV Room 200B: Does that make sense? SFV Room 200B: Yes, John? Frantz Biamby: Thank you, Professor. SFV Room 200B: No problem. Yes? Sorry, one more question regarding the light bulb situation. SFV Room 200B: Is there a chance… I’m gonna change my fact pattern. This is a general question. I’m gonna kill my brother for that. It’s asking, do other people get in trouble or involved in the case as well, like a pre-purchased inspector, or the real estate agent that sold the house? No, we… no, not in this case. We knew… SFV Room 200B: you know, if I see negligence on… I’ve done. SFV Room 200B: Honestly, hundreds of lawsuits against either party. SFV Room 200B: Right? SFV Room 200B: I’ve sued real estate agents, absolutely, if they actually made a material misrepresentation. SFV Room 200B: Right? Even if it was negligence. SFV Room 200B: If it was negligent, and, for example, they say, square foot is this, and it turns out, huge gap between what they said. SFV Room 200B: And what it actually is, even though there is a disclaimer. SFV Room 200B: I don’t know if you’ve guys seen it, it says, oh, you have to go verify yourself? Screw you, I’m gonna sue you, you go verify. You know? You should… yeah, if it’s a huge discrepancy, not a little bit, but, you know, if they say, like, 5,000 square feet, and it turns out to be 2,600 square feet, I’m like, dude, come on. SFV Room 200B: What kind of an agent are you? I can see with my naked eye and tell you that’s wrong. SFV Room 200B: Right? So you have… you, as an expert, as a professional, I should say, you have a… this is the law… you have a heightened degree of scrutiny. SFV Room 200B: Right? So if you come to me and say, Michael, I just got arrested, what should I do? I’m at a heightened degree of… SFV Room 200B: Duty of care towards you. SFV Room 200B: Right? As opposed to you, or a first-year lawyer. SFV Room 200B: Ultimately, I may be at a heightened degree of scrutiny, because the court might say, you’ve been doing this for 27 freaking years, you should know something. SFV Room 200B: Right? SFV Room 200B: I had a… Client in my office today, She got arrested for… chocolate food. Huge amount. SFV Room 200B: And she gave… I don’t know why, she gave her sister’s driver’s license. SFV Room 200B: to the store and to the police. Yeah, exactly, shit. It’s horrible. She did sign on her. She signed, sort of, kind of, the sister’s name, but the cops got her fingerprint, it’s her fingerprint. SFV Room 200B: And I go to… from 0 to 10, how crazy are you? Did she have immigration problems? No, she… yeah, her son has immigration problems. She’s a citizen. SFV Room 200B: she’s afraid… everybody’s afraid nowadays. Everybody. It sees that they’re afraid. Believe it or not, I swear to God. SFV Room 200B: Because… SFV Room 200B: you sometimes get picked up, you know? By accident. But I want to tell you, the reason I’m sharing this with you is to tell you about that degree of… SFV Room 200B: liability. SFV Room 200B: I’m sitting there thinking, okay, who the hell am I going to represent? SFV Room 200B: The real person that committed the crime. The sister that as soon as she flies into the country, she’s gonna get busted. SFV Room 200B: … what the hell am I gonna do here? SFV Room 200B: So I said, listen, we have to come clean. SFV Room 200B: And I believe you’re crazy. I’m saying, I’m not kidding. It turns out she has so many medications for… for including dementia. SFV Room 200B: Including dementia. And I just drafted a 3-page letter to the district attorney’s office today, and Richard, the lawyer that works with me, is like. SFV Room 200B: You’re so good at this. I said, listen, I know a criminal, and I see one. Just time. SFV Room 200B: I just drafted the whole thing, and I just laid it all out, attached a copy of the photos of the bottles with an explanation of what exactly these things are for. She’s actually sort of kind of advanced dementia. SFV Room 200B: Even though she knew what she was doing. SFV Room 200B: But she’s gonna get away with it. SFV Room 200B: And I just came clean. I said, she’s the real defendant, don’t prosecute the sister, otherwise you’re opening the door for her to sue you for malicious prosecution, you know. SFV Room 200B: And I want to represent the sister. No, I didn’t say that. Professor, can you… can you represent both at the same time? No, I wouldn’t. I can, if I have a conflict waiver signed, but it’s crazy. I don’t usually do that. I’ve done it. I’m doing it now. I represent a mom and daughter, they went… SFV Room 200B: shoplifting together. Not once, but twice. Where do they shop for? See, they are not even legal. Listen, they came to my office. The daughter is a physician. SFV Room 200B: Oh, my God. Your head would stick. They came to my office, they hired me. Listen to this. They hired me. 10 days later, they did another shop to pick up. And she says, I don’t know what to do with myself. I said, I have some ideas. SFV Room 200B: Seek help. Well, you know, that’s how you… I’m surprised they’re even prosecuting shuffleting. I’m sorry? I’m surprised they’re even prosecuting shuffling. Oh, they’re prosecuting the hell out of them, especially these… look, if you do that in Orange County… Oh, yeah. Oh, yeah, yeah. Yeah. Oh, you’ll be prosecuted. Even in LA, you get prosecuted, but, you know… SFV Room 200B: A little different. Okay, let’s talk about… yes. I have a quick question, going back to real estate. I draft an offer, inside my offer, I have… part of my conditions is seller leaves all dining room furniture, for example. SFV Room 200B: They all… both seller and my buyer… the buyer and the seller both sign off on it, and then escrow closes, the seller ends up taking the furniture. SFV Room 200B: The lawsuit for breach of contract goes against the seller, correct? Not the buyer… not the real estate agent, and not the buyer. The buyer can… Usually, I mean, unless the agent was in on it. SFV Room 200B: Got it. Otherwise, why would you sue… I mean, you can sue everybody. And I jokingly, off the record, let me turn off the tape. I jokingly say… Put everyone’s name on it. I sue everybody. I tell my client, their kids, cat, dog, you know, mouse, whatever it is, I don’t care. As long as they have a name, I sue them. But all jokes aside. SFV Room 200B: I do that if I… if I want to strong-arm the other party into submission. SFV Room 200B: I do that. Sometimes. SFV Room 200B: Which is a tactic I’m not proud to mention on tape. But I will always find an ethical way SFV Room 200B: of doing, not… not to just harass people. Right. SFV Room 200B: … SFV Room 200B: As an example, there was a travel agency that screwed 14 plaintiffs, clients of mine, totally screwed them, during a trip to China. SFV Room 200B: left them stranded, some of them ended up in the hospital, he was not there to translate, I mean, horrible. Then I found out he has nothing. SFV Room 200B: And sure enough, his daughter, who’s going to UCLA to become a physician, she’s only 23 years old. SFV Room 200B: She has all this money! Brand new Mercedes, homes, this, that, and like, I know who to sue, yeah. I sued the wife, the cat, the dog, the daughter, everybody, and sure enough, the case settled very quickly, because he was very sensitive about his daughter. SFV Room 200B: To this day, I think if he sees me on the street, he probably will run me over. But how is the daughters? I basically argued all the money that they were making was going to her. How is a 23-year-old that never worked in her life SFV Room 200B: owns homes and cars. Trust funds, right? Trust funds. It was literally under her name. Literally under her name. Including the home they were living in. Come on. That’s easy for anybody to see. Yeah, a lot of conditions get… SFV Room 200B: I don’t know, screwed through real estate transactions. I’ve done real estate for a while. You have? I’m still licensed, but… SFV Room 200B: I’ve seen conditions saying, like, all fixtures need to say, for example, dining room furniture, or dining room table, or whatnot, and they end up removing it, and then they’re like, okay, it’s just… That’s an ECC problem, right? Yeah, I don’t feel like opening a lawsuit for this. A lot of people let go of it, but that’s why I was curious. I probably would let go of it. Yeah. Honestly, if they had not taken the light bulbs, they would never be sued. SFV Room 200B: Yeah. We didn’t care about the rest of this stuff. SFV Room 200B: As soon as I saw him go face first, I said, I’m not gonna forgive. SFV Room 200B: I can’t. It’s wrong. It’s not even about the money, I don’t give a damn about the barbecue. It’s wrong. So I gotta teach him a lesson not to do that. This guy was loaded! SFV Room 200B: Loaded. SFV Room 200B: I mean, how cheap are you? I mean, your $3 million house, it’s not a fixer-upper. Cutting oak trees, is that common law? Cutting what? Oak tree. Well, we just talked about it, what about timber? SFV Room 200B: Uncut. Who is it going to be cut by? SFV Room 200B: It’s the cellar. Speaking of oak trees, I don’t know what tree it was that my client cut in Big Bear. He was arrested, prosecuted for a… prosecuted for a felony, for cutting so that he can have a view from his own home. SFV Room 200B: How do they even know that he cut a tree? They tagged him out. He was prosecuted, like, heavily prosecuted, in fact. Yeah. That case went on for, like, a year and a half. SFV Room 200B: That’s where the bears attack. He didn’t even remove the tree, he just cut it. Okay, we talked about mixed hybrid contracts, we said… SFV Room 200B: If, if, if the contract involves both common law and UCC elements, Then, the question is. SFV Room 200B: If those elements are not severable from each other, then the predominant purpose applies. We said… we defined severability as contracts are severable as long as the promises are independent. SFV Room 200B: and portionable. We said contracts are severable so long as the promises are independent and apportionable. SFV Room 200B: Then we talked about… SFV Room 200B: independent, and we said, promises are independent if the party’s intent, party with an apostrophe S. SFV Room 200B: Promises are independent if the party’s intent evidenced… evidences they would have contracted for the promises separately. SFV Room 200B: And what I didn’t give you, I believe, was an example, but let me give you an example. SFV Room 200B: You hire a painter, and you pay the painter SFV Room 200B: $1,000 to paint the living room by March 1, and another $800 to paint the dining room. SFV Room 200B: By March 15th. SFV Room 200B: Right? SFV Room 200B: Clearly, those are what? SFV Room 200B: independent, aren’t they? One is… SFV Room 200B: evidence by a payment of $1,000 by… even though it’s in the same contract, because those are independent promises. Now, what about, … severable? SFV Room 200B: … SFV Room 200B: As far as severability, when we talk about that, each… the failure of one task SFV Room 200B: does not automatically excuse the obligation for the other tasks. And usually, when you see severable, you will find that you can split the contract into two or more distinct enforceable sub-agreements. Let me give you an example. SFV Room 200B: I hire my… … pool guy. SFV Room 200B: To clean my pool, $50 a month for a whole year. SFV Room 200B: He does one week, or one month, let’s say, and I fight him. SFV Room 200B: Can the judge sever that one month from the remainder of the 11 months? Yeah. $50 a month, even though the contract is for a year, they can easily sever, so it’s severable, right? So if the issue is over 1 or 2 months, you can sever it, right? SFV Room 200B: As opposed to… … $600 for the whole year, right? That would be a little more difficult to sell. SFV Room 200B: you know, you have to assume that it’s $50 a month, even though sometimes they have to clean the filter, I get the bills, so I know how it is, right? It’s much more expensive. Yes, sir? Yeah, sorry, I had a question regarding, like, salary. So there was a salary, yeah, there was a, question in the book, it was like. SFV Room 200B: Party A promises Party B a $56,000 annual, or, like, $67,000 annual salary, but then fires the, you know, Party B after one month. Are they still responsible for the rest of that year’s salary? SFV Room 200B: Yeah, basically that was the question. I would say that’s no… for sure that’s severable, number one, right? For sure. Yeah. And the answer to your question is not so easy. SFV Room 200B: Okay? It depends on many factors. SFV Room 200B: And when we get to defenses. SFV Room 200B: especially next semester, you’ll find out what I mean. Because a lot of times, you as the employee have an obligation to mitigate your damages. You cannot sit home and say, great, I’m gonna make a whole year of income without doing anything because I was wrongfully terminated. SFV Room 200B: Right? Yeah. SFV Room 200B: I got a call today, I got a call from my service advisor, previous service advisor, from Mercedes. He said, I was just fired today, and I really like the guy. I’m like, what? So I spent a lot of time on the phone. SFV Room 200B: asking him what happened, you know, and he says, I blew the whistle on a couple of nasty stuff they were doing, and then they just used this today’s thing as an excuse and said, you’re fired. That’s what he thinks, right? And I said, listen, don’t worry about it too much, but try to find another similar job. SFV Room 200B: It does not mean that you have to go flip burgers. There’s nothing wrong about flipping burgers, don’t get me wrong. SFV Room 200B: But try to find a job at par, right? SFV Room 200B: And… and document every place you go that you… or you try to get a job, so that when I sue these bastards, if I decide to do it. SFV Room 200B: That element is covered. SFV Room 200B: Okay? So, would they be responsible for the whole year? It depends. SFV Room 200B: Because if the contract says. SFV Room 200B: hell or high water, we have to pay a year’s salary? I would say yes, they are. SFV Room 200B: Right? No matter what. SFV Room 200B: A lot of football players have minimum guarantees. If he breaks his leg the next day, he still gets the guarantee. SFV Room 200B: Right? It’s a sign-up bonus, or whatever they call it. $55 million. They take that regardless. SFV Room 200B: Right? Okay. Frantz Biamby: Professor, I had a question. SFV Room 200B: What was it in the room? Yes, ma’am. It was the whistleblower, or who was? He… we didn’t discuss it at length, but he apparently, with a couple of others, were talking about shady stuff that was going on at the dealership. SFV Room 200B: So he has an employment case. Oh, yeah, he does. Yeah, he does. I believe he does. And that’s not even the beginning of it. I just don’t want to take class time, but he told me so many different things, I was like, oh my god, you joke, right? This dealership makes $30 million a year. $30 million a year. This is not a small mom-and-pop dealership. SFV Room 200B: It’s a wrongful termination. Oh, I’m gonna… Oh, yeah. I believe everything he said, but I said we have to… we have to talk. Yeah, it definitely is wrongful. To say the least of it. SFV Room 200B: No. You know? SFV Room 200B: The expectation to, if any of your employees, the expectation of your employee, employer, for you to answer clients on weekends, on your own dime, at your own hour, and not pay you for it? SFV Room 200B: Another cause of action. Oh, huge! If you’re an employer, don’t do that, because if a lawyer comes after you, you have to pay attorney fees. Add meals and… Tremendous amount, yeah. Meals and breaks, and then you have a great case. I always give the example of my gardener, maybe one day over, if I haven’t told you already. SFV Room 200B: I will tell you one day. SFV Room 200B: A small case became huge. Alright, so… SFV Room 200B: Somebody had a question on Zoom, I think? SFV Room 200B: Nope. SFV Room 200B: Okay. SFV Room 200B: Okay, so independent focuses on whether the obligations are separate. SFV Room 200B: A portionable focuses on whether the consideration can be split proportion. SFV Room 200B: That’s… you don’t have to say it, I don’t care for you to say it, I’m just saying this for you to be able to distinguish the two. SFV Room 200B: Again, independent focuses on whether the obligations are separate. SFV Room 200B: like the first example I gave you, painting the room, living room versus, you know, the garage or whatever. SFV Room 200B: A portionable focuses on whether the consideration can be split proportionally. Like, whether it’s one month of cleaning the pool, $50. SFV Room 200B: Right? That’s the consideration, $50, right? We’ll talk about consideration, so I don’t… I don’t… SFV Room 200B: Suppose you have to know any of that. SFV Room 200B: Okay. SFV Room 200B: Yes? Yes. SFV Room 200B: Apportionable focuses on whether the consideration SFV Room 200B: Consideration is the… usually is the mutual promises, or the money, whatever it is that is exchanged between the parties. We’ll talk about consideration a lot later, but it focuses on whether the consideration, in this case the money being exchanged, can be split proportionally. SFV Room 200B: for partial performance. For example, that example I gave for cleaning the pool for a year, he cleans the pool for a month, I gotta pay him 50 bucks, right? With $50 a month for a whole year. SFV Room 200B: He did one month, he’s got to get his 50 bucks, right? So that’s… that’s apportioning of that contract into 12 separate months. Make sense? SFV Room 200B: Any questions? Yes, sir. Go ahead. You said, obviously, independent and apportionable, those… you just meant contracts in those cases, right? Like, independent contracts and apportionable contracts. SFV Room 200B: No, what I said was, we looked to the contract to see, you know, we’re talking about hybrid contracts, right? We wanted to see if they’re severable. SFV Room 200B: They’re severable if they’re independent and apportionable. SFV Room 200B: Right? That’s what we said. Otherwise, if we can’t do this, then we have to go with the predominant purpose rule. SFV Room 200B: And the first example that I gave was. SFV Room 200B: having Domino’s delivered to your home. How the hell are you going to say, this much of it is for delivery, and this much of the money is for the pizza? SFV Room 200B: I don’t know. SFV Room 200B: Right? Because the same money you pay in-store, you pay for delivery. So it’s very hard to distinguish which one is what. Yes? Could you repeat the independent? Yes, independent focuses on whether the obligations are separate. SFV Room 200B: Like, the obligation to paint the living room versus the dining. SFV Room 200B: distance? SFV Room 200B: Yes? SFV Room 200B: Everybody with me? SFV Room 200B: Okay, please share me one. SFV Room 200B: Thank you. Now I know what I’m saying. They’re making me do my dirty work. Well, as long as it’s not contraband. Okay. … SFV Room 200B: Okay, let’s talk about… let’s talk about contracts as to formation. We’re now talking about types of contracts. SFV Room 200B: Listen, I know this may be a little confusing, but I promise you, it’s gonna get a lot easier SFV Room 200B: Soon. We’re talking about types of contract. Now we’re talking about types of contract as it relates to formation. SFV Room 200B: Formation of a contract. SFV Room 200B: Contracts are frequently described as in Express, Express, implied, or FOYSI contracts. SFV Room 200B: Contracts are frequently described as express, Implied or quasi-contracts. SFV Room 200B: We’re gonna call a break in 15 minutes, bud. SFV Room 200B: Please stay awake, yes. And those are mutually exclusive, right? Those are pretty different. SFV Room 200B: Yeah, there are… I’m gonna go over them right now. SFV Room 200B: What is an express contract? SFV Room 200B: Please listen to me, because… 30% of the class gets Express Contract Roth. SFV Room 200B: None of the other ones, this one. They get this one wrong, and I’ll tell you why. SFV Room 200B: An express contract is a contract In which the offer Acceptance. SFV Room 200B: And… consideration. SFV Room 200B: Are all expressly stated by the parties? SFV Room 200B: Either orally or in writing. SFV Room 200B: I repeat, an express contract is a contract. SFV Room 200B: In which the offer Acceptance and Consideration. SFV Room 200B: Or all. SFV Room 200B: Expressly stated by the parties, Either orally or in writing. SFV Room 200B: Now… Couple of points. SFV Room 200B: you noticed I said offer, acceptance, and consideration are ALL expressly stated. Not one, not two, all of it expressly stated. You know what the confusion is? SFV Room 200B: Many of you, I hope not this class. SFV Room 200B: Think that express means it has to be in writing. SFV Room 200B: While I just told you, expressly stated orally or in writing. SFV Room 200B: you can expressly enter into a contract just by word of mouth, just by opening your mouth and saying, I accept. SFV Room 200B: I will bind. SFV Room 200B: Got it? Subject to statute of fraud, we will find out that you can literally say, I’m gonna buy your home for a million dollars. SFV Room 200B: It may be enforceable! SFV Room 200B: Maybe. We’ll get to the statistics. SFV Room 200B: Next to the story. SFV Room 200B: Right, so… Because if you wrote a check on top of that for a million dollars. SFV Room 200B: It’s enforceable. So express contracts only apply to bilateral contracts, not unilateral? No, we’re… okay. Let’s get to… when we get to the other types, I will get into that, and I’ll try to explain, because, yeah. SFV Room 200B: Let’s deal with formation first. Bilateral, equal promises, as opposed to… yeah, I’ll get to that in a minute. Yes? Frantz Biamby: Could you please, repeat the definition for the express contract after consideration? SFV Room 200B: Yes, sir. SFV Room 200B: An express contract is a contract in which the offer, acceptance, and consideration are all expressly stated SFV Room 200B: by the parties, Either orally or in writing. SFV Room 200B: In other words, it’s not by conduct, it’s not by what they did, it’s literally about what they said, what they wrote. SFV Room 200B: An example of his express contract is Lucy versus Amir. SFV Room 200B: If you read that case, good for you. If you haven’t, go home, kill yourself. That is the first… maybe not at home, do it outside. And don’t make a mess. Don’t make a miss. That case… SFV Room 200B: There’s no way that case is not going to come up in final. There’s just no freaking way. You haven’t read that case. SFV Room 200B: Too bad for you. SFV Room 200B: And we’ll cover it. But if you noticed, if you read that case, everything they did and said SFV Room 200B: Everything they said, excuse me, and wrote. SFV Room 200B: was expressed. Even what they said was expressed, right? Everything. SFV Room 200B: Does that make sense? Everybody with me? Yes. SFV Room 200B: Anybody has… yes, sir? Regarding Lucy v. Zemmer, let’s say the alleged, like, oh, being high, or when they said they were drunk, does that play any factor? Yes, it does when we get to defenses, yes, it does, but obviously this court said no. Yeah. This judge said, - you knew enough. SFV Room 200B: Right? Because it’s true. I mean, forgive me for saying this, but how many rapes happens when people are drunk? SFV Room 200B: A lot, right? But they know what they’re doing. SFV Room 200B: 99.9999%. SFV Room 200B: Sorry to say, they know exactly what they’re doing. SFV Room 200B: Right? SFV Room 200B: So, even though they’re drunk, should they have criminals with liability? Absolutely. SFV Room 200B: Same thing here, the court recognized the fact that they were sitting, you know, there drinking, but the court realized, based on the totality of the circumstances, everything that happened between the parties, that they both knew exactly what they were doing, or getting into. SFV Room 200B: Right? Yeah. SFV Room 200B: So, and when, obviously, when we get to defenses, you will see that, that, being under the influence does have some bearing on whether or not you have a contract. SFV Room 200B: Right? SFV Room 200B: Especially if it’s not self-induced. Like, if somebody puts something in your drink and you didn’t know, that may be a completely different scenario when… as opposed to you sitting, you know, drinking a whole bottle of taquito and saying, okay, let’s buy the house. SFV Room 200B: Okay, okay, so we talked about in express contracts, let’s talk about implied in fact contracts. Implied in fact. SFV Room 200B: Hundreds. SFV Room 200B: Implied, in fact, contracts Contract is a contract in which the offer Acceptance, Or… consideration, or consideration is evidenced SFV Room 200B: By the body’s actions Rather than words. SFV Room 200B: An implied, in fact, contract. SFV Room 200B: It’s a contract in which the offer, acceptance, or consideration is evidenced by the party’s actions rather than words. SFV Room 200B: I’ll give you one more definition, and we’ll call it branded. SFV Room 200B: I said quasi-contracts, also known as implied-in-law contracts. SFV Room 200B: Employed in law. SFV Room 200B: Sep… 3 separate words. SFV Room 200B: An implied in law contract is not a contract. SFV Room 200B: That’s the first thing you all should know, an employed in law contract is NOT A contract. SFV Room 200B: But… An equitable remedy Created by the courts. SFV Room 200B: Employee law contract basically means SFV Room 200B: Even though we have no contract, the court will recognize an implied contract because somebody’s getting screwed. SFV Room 200B: You understand? That’s really what it means. SFV Room 200B: If you want to go on the… my kind of definition, right? But here’s the legal definition. SFV Room 200B: The invited law contract is not a contract, but an echo a remedy created by the court if, number one. SFV Room 200B: The moving party, meaning the party suing the complaining party. SFV Room 200B: Had an expectation of receiving a benefit. SFV Room 200B: An implied in law contract is not a contract, but an equitable remedy created by the court if, number one, the moving party SFV Room 200B: Moving party, ladies and gentlemen, is the party that moves the case along in court. SFV Room 200B: The… it’s the plaintiff. The person that is complaining. SFV Room 200B: Has had an expectation of receiving a benefit. SFV Room 200B: In return for his performance. SFV Room 200B: Number two, The moving party had, in fact, conferred a benefit. SFV Room 200B: Number two, the moving party had, in fact, Conferred, C-O-N-F-E-R-R-E-D. SFV Room 200B: a benefit. SFV Room 200B: And, number 3, SFV Room 200B: It would be unjust to allow the party, that party, excuse me, it would be unjust to allow that party SFV Room 200B: To retain that benefit without compensation. SFV Room 200B: I will repeat. SFV Room 200B: An employee law contract is not a contract. That’s the first thing you have to say. If you don’t say it on your final, I will find you. SFV Room 200B: Maybe. I’ll send my deputies. Especially, I know which one to send now. That’s the dirty one. Yes. Are these elements or factors? I’m sorry, say again. Are these elements or factors? These are elements. SFV Room 200B: Okay? What I read, 1, 2, 3, are elements, but the fact that employed in law contract is not a contract, I want you to say it. I want you to put it in your paper. I want you to hack in your brain. It is not a contract. SFV Room 200B: It’s just an implied contract. Is a good example, one of the cases is wagon seller fees cost? Well, they kind of mentioned something… Perhaps, perhaps. When we get to the questions, when we get to the cases, we’ll go over that. But one thing that I, that I know you can ask Professor Zand, if you have his class. SFV Room 200B: To tell you, in family law, In family law. SFV Room 200B: When a spouse is previously married, and he’s still… I’m sorry, he’s still married, or she, but it’s usually he, right? He’s got, like, 2 or 3 other wives, and then he marries this other one, never says anything, and 20 years later, she finds out, holy crap! He was married! SFV Room 200B: That marriage is null and void, right? But… SFV Room 200B: The innocent spouse, the innocent spouse is treated as… what? SFV Room 200B: She has a quasi! SFV Room 200B: Community property. Exactly. The court basically says, - you’re not going to get away with that. You knew, she had no idea. So we’re going to treat her as the innocent spouse as if she was married, with regards to community property, and we kick your butt. SFV Room 200B: Right? This is pretty much the same thing. One party SFV Room 200B: One party with reasonable expectation of compensation. SFV Room 200B: when I say reasonable, objective theory, right? You can’t just say, you know, I was standing at the corner, the car showed up, Your Honor, you know, stopped at the red light, I happened to have Windex, and I said, I’m just gonna clean his window. SFV Room 200B: I expected him to pay me. SFV Room 200B: He didn’t. I’m suing him, because the Santa Monica is a free city. I want him to pay. Here you go. SFV Room 200B: Right? Yeah. Is the expectation reasonable? SFV Room 200B: I don’t know. SFV Room 200B: Maybe, maybe not. SFV Room 200B: If he said, oh, a little further, this way, go here, clean this tube. SFV Room 200B: He consented to it, right? SFV Room 200B: He led you on. SFV Room 200B: Then he does have a reasonable expectation of payment. SFV Room 200B: But if he just showed up with a, you know, piece of 5-year-old newspaper with what appears to be Windex, but it probably is P, and he’s trying to clean your windshield. SFV Room 200B: There is no expectation, no reasonable expectation of payment, is there? SFV Room 200B: That’s what we’re talking about here. We’re talking about an implied-in-law contract is not a contract, but an equitable remedy. Equitable remedy means what? SFV Room 200B: It’s the court of equity, not the court of law. Literally, in the old days, they say, the pastor, or whatever the religious figure was, was the court of equity, and then there was a court of law. And years later, the courts of law became the court of equity and the court of law. SFV Room 200B: Right? That’s why you go to divorce court and say, Your Honor, I didn’t know he was married. And the court says, well, we can’t apply the law, but we can apply quasi marital property laws because he got screwed. SFV Room 200B: Right? Same thing here. So, it’s an equitable remedy, it’s not a legal remedy. Therefore, none of those defenses SFV Room 200B: that we’re going to talk about later apply to contract formation, because there’s no contract. I just told you, it’s not a contract. Frantz Biamby: Professor, you’re talking about the 3, right? SFV Room 200B: I’m talking about implied and law contracts. Frantz Biamby: Yeah, but you’re talking about the three conditions? SFV Room 200B: Yes, and I’m going… well, the three elements. I’m going over the health…. Frantz Biamby: Lord. SFV Room 200B: And, no, no, no problem. That’s a very good question. Let me repeat that, and then we’ll… we’ll call it break. Frantz Biamby: I said it’s an employee law contract. It’s a remedy that is created by the courts. SFV Room 200B: Just to do justice, right? But there are three requirements. One, the moving party, the person suing, must have an expectation of receiving a benefit in return for his performance. That expectation better be a reasonable expectation, right? SFV Room 200B: Number two, the moving party has, in fact, conferred the benefit. Not just that he expected a benefit in return, but he actually did confer the benefit. He did clean the window. He did paint the house. SFV Room 200B: Right? SFV Room 200B: And number three, it would be unjust, we call it unjust enrichment. SFV Room 200B: EN Richmond. SFV Room 200B: unjust enrichment. It would be unjust to allow the other party SFV Room 200B: To… that received the benefit, to walk away with the benefit without paying it anymore, right? SFV Room 200B: So the court doesn’t care if there’s no contract for whatever reason. The court will say, I’m going to enforce a quasi-contract year. I’m going to confer the benefit. SFV Room 200B: By the way, this happens in… I see it as a judge pro tem, and when I see it as a… in a small claims judge, as a judge, that happens a lot, believe it or not. Because for some reason, people don’t have to form contradictions, right? SFV Room 200B: The guy comes and says, Your Honor, this contract is not enforceable because my lawyer told me that when I sold my car to him for $9,000, there was no… we never signed anything. SFV Room 200B: And the guy says, you know, I pay… Your Honor, I pay… innocent people, I pay $9,000 in cash. SFV Room 200B: Right? And of course, they don’t know who they’re dealing with. I just cross-examined the shit of the defendant, and basically extract from him, you know, if you’re lying under oath, sir, you’re going to prison for 2 years, and then he says, yeah, I got the $9,000, but, oh, okay. SFV Room 200B: Okay, no problem. I’ll get you my decision in mail in two weeks. Have a nice day. SFV Room 200B: Yeah. Right? Because I already know what it is. It’s a quasi-contract. SFV Room 200B: I don’t care it’s not an enforceable contract, and a statute of fraud is not a defense to a quasi contract. SFV Room 200B: Because it’s not a contract, I just told you. Got it? We’ll come back and talk about it a little more. It’s 7.46, let’s come back at… SFV Room 200B: 8.05. Four more minutes. SFV Room 200B: To have the, … Yeah, there you go. SFV Room 200B: At ease! You know what happens. SFV Room 200B: Ugh. SFV Room 200B: Okay. SFV Room 200B: Any questions so far? SFV Room 200B: Nope. SFV Room 200B: Absolutely. SFV Room 200B: I can zoom. SFV Room 200B: Okay. Offer! SFV Room 200B: Now we get to the juicy stuff. SFV Room 200B: This is tough. Awesome. SFV Room 200B: defect. What is an office? SFV Room 200B: Manifestation of willingness to enter into a bargain. SFV Room 200B: Manifestation of… Willingness to enter into a park. SFV Room 200B: Okay. SFV Room 200B: An offer is an intent to be bound by certain definite terms which are communicated to the offer. Hallelujah! SFV Room 200B: Hallelujah. SFV Room 200B: So… offer is… The… is an intent. SFV Room 200B: to be bound By certain definite terms, We call them CBTs. SFV Room 200B: Which are communicated through the offeree. SFV Room 200B: By the way, I would recommend, highly, that you don’t say CDT on the state bar, because if the guy doesn’t know, or the girl, what you’re talking about, they’re gonna say, oh, he’s making his own definition. Great. SFV Room 200B: So just call him what he eat. SFV Room 200B: Let’s not abbreviate for the bar. If you do it for me, no problem. SFV Room 200B: I recommend don’t do it from the bottom. You just never know who you’re going to get, right? It’s very subjective, isn’t it? Not an objective theory of barn example. SFV Room 200B: It’s subjective theory of bar exam. It’s very subjective. It’s what they want to do to you. SFV Room 200B: Honestly. SFV Room 200B: With the exception of the second day, which is the MBEs, the multiple choice questions. All the rest of it is extremely subjective. SFV Room 200B: It’s true, right? So if you have a bad handwriting. SFV Room 200B: Start typing! Now, before you get to the… I’m not kidding! Like, these days, everybody knows how to type, and if you don’t, I’ll be shocked. SFV Room 200B: Right? During my time, 40% of people knew how to talk, maybe. SFV Room 200B: Including myself. SFV Room 200B: But if you’re not a typer, start typing. SFV Room 200B: Fast, because you’ve got to be fast, very fast. There will be no time. SFV Room 200B: You’re not gonna have, like, the finals we take here. You take it home. SFV Room 200B: Right? You make coffee, you smoke a little hookah, get ready. Get my buddy from law school over to help me write the answer. None of that exists. I don’t know what you’re talking about. Exactly. You get my point, right? You have an hour, at best. SFV Room 200B: to read the entire damn question, and write the entire damn answer. And submit! SFV Room 200B: It’s very short time. Very short. I don’t want to scare you, but it’s really the only thing that makes it, my opinion. SFV Room 200B: 80% or 90% of the people that failed the bar, they failed because of the timing. SFV Room 200B: It’s that they’re pressed for time. SFV Room 200B: You give anybody 5 hours to take a 1-hour exam. SFV Room 200B: at the end, it will come to that, like a revelation. When you have an hour, you forget God. How do you spell God? So… SFV Room 200B: How do we get ready for that one-hour exam? SFV Room 200B: A corporation. SFV Room 200B: Take care, prepare, keto. SFV Room 200B: Practice, practice, practice, practice. Right? SFV Room 200B: There’s a… there’s a piano teacher that comes across the street to teach a kid across the street from my home. SFV Room 200B: The kid is, I think, 7, and he’s playing like this. I mean, he’s so good. My wife said, you always wanted to get a piano chair, why don’t you talk to her? I said, oh, it’s easy to hire the teacher. SFV Room 200B: It’s the practice I’m not willing to do. I just want to play the piano. She’s like, oh, really? See? I don’t want to do the time… I don’t want to spend the time to practice. SFV Room 200B: Of course you’re gonna fail the bar. SFV Room 200B: Of course you’re gonna fail the final. SFV Room 200B: It’s all about practice, and if you want to get into writing exams now, don’t do that. SFV Room 200B: That’s gonna drive you crazy. SFV Room 200B: We are going to do so many exams in this class, you’re going to say, enough! SFV Room 200B: You’re gonna say, I’m tired of winning. Right? So, we will do them at the right time. Don’t freak out. Professor, how do we write exams? No. Let’s get the concepts right. Let’s go over the cases so we can understand how the arguments are made. How do you develop a thought? SFV Room 200B: Right? SFV Room 200B: Because this is really a new language, isn’t it? SFV Room 200B: I think it is. SFV Room 200B: And… Once we do that, then you will see everything will come to you, I promise you. SFV Room 200B: It will come to you. SFV Room 200B: Okay? You will automatically say, oh, here’s a contract ASAP, great. What law applies? SFV Room 200B: Common law governs all contracts, UCC governs all Sales of goods. SFV Room 200B: Is there a contract? Contract is boom, boom, boom. Offer. Offer. Offer is boom. Is there an offer? Oh, the first communication in the… in the… SFV Room 200B: question, fact pattern that you have. The first communication is that he called this guy and said this. Is this an offer? SFV Room 200B: Was there an intent? Present intent, and I’m going to go over that right now. That’s why note-taking SFV Room 200B: And hopefully understanding me and stopping me and asking questions will help you develop SFV Room 200B: that skill that I swear to God, it would be as easy as I just said. You’ll sit there and you go, this is nothing, man. Especially the first semester of contracts. It’s easy! SFV Room 200B: It’s gonna be very hard To score a good grade if you get definitions wrong. SFV Room 200B: Please don’t do that. I will be pissed. SFV Room 200B: You can’t do that. Imagine if you go to court and you argue the wrong law to the judge, or the jury. SFV Room 200B: And the other side gets up and says, no, that’s not a definition of assault. SFV Room 200B: This is the definition of assault counsel, it’s completely wrong. SFV Room 200B: Just imagine what’s gonna happen to your case. SFV Room 200B: Same thing here. You get one definition wrong, I will kill you. SFV Room 200B: Literally You can’t do that, especially when it’s a take-home exam. SFV Room 200B: I mean, I swear to God, can you imagine when I see that, how much my… my blood just literally comes out of my ears? Like, how could you possibly get that wrong? You had this home for 24 hours! SFV Room 200B: Seriously? You can’t get one definition right, even though I said it 50 times? SFV Room 200B: And there is… outlines out there, commercial outlines. SFV Room 200B: Coming out of everybody’s ears. SFV Room 200B: You still get it wrong. SFV Room 200B: And you expect to pass the bar? I don’t think so. SFV Room 200B: Just a thought. SFV Room 200B: I want all of you to succeed. Please don’t get a definition wrong, because if you get that wrong, all of your analysis is going to be wrong! SFV Room 200B: You see? That’s the surest way to piss off a grader. SFV Room 200B: The lawmai, maybe this guy should try next year. SFV Room 200B: D. SFV Room 200B: F. SFV Room 200B: Repeat. SFV Room 200B: Nobody wants to be in that shoe. SFV Room 200B: Nobody wants to spend all this money. How much is this thing, this class? Million dollars? Nobody wants to spend that money, right? And… and just fail because SFV Room 200B: You don’t want to pay enough attention to it. SFV Room 200B: This is piano… playing the piano. You gotta… you gotta be with it. You can’t say, I’m just gonna… SFV Room 200B: cram and get ready for, because he may call my name, let me get one of these canned briefs, or ask ChatGPT to brief the case for me. SFV Room 200B: There’s no way you’re gonna be a solid lawyer. SFV Room 200B: Any lawyer. SFV Room 200B: If you do that. SFV Room 200B: Because you have to develop skills. Am I wrong? SFV Room 200B: You can’t say, Your Honor, give me 5 minutes, let me ask ChatGPT, get you the answer. Or call the person that helped me pass the bar. You can’t do that. It’s got to come out of you. SFV Room 200B: So you just have to practice, practice, practice, practice. SFV Room 200B: When we talk about these concepts, if you don’t get them, ask SFV Room 200B: Ask someone else. You… when I say get them, that means you have to understand them, not memorize them. SFV Room 200B: That’s why when I… you see me raise my voice and so an offer is an intent! SFV Room 200B: to be bound by certain indefinite terms is because I want to make sure you get every aspect of the rule, because if you don’t get it, you will forget it. SFV Room 200B: Right? SFV Room 200B: I’m too… Criminal law? 29 years ago. 29 years ago. SFV Room 200B: I still remember 90% of the definitions from SFV Room 200B: that time. Not from my practice afterwards. From that… SFV Room 200B: Because I love the class so much, I wanted to get it. SFV Room 200B: understand it. So if you ask me a definition, I’ll give you the law school version. It’s not in the California Code. SFV Room 200B: I still remember from 29 years ago. SFV Room 200B: Pretty much the same thing with contracts. SFV Room 200B: Wills and trusts? I hate it. SFV Room 200B: I don’t know shit about Music Target. SFV Room 200B: I know how to spell wills and trust. And that’s it. SFV Room 200B: Because I didn’t like it. But unfortunately for you, because you want to pass the bar, you gotta like it. You gotta like them all. SFV Room 200B: Right? SFV Room 200B: So, if you don’t get it, please ask. SFV Room 200B: and make your own outline. If I haven’t said it before, I say it now. Please. SFV Room 200B: Try to make your own outline. Start now, so that 3 years from now, 4 years from now, whenever you want to take the bar, you have your own outline. I promise you it’s going to help you pass the ball. SFV Room 200B: I promise you, I’ve been doing this for too long. SFV Room 200B: It would be far better than any commercial outline, even though I use that too. SFV Room 200B: But my outlines saved me. SFV Room 200B: I went to Barbary. I sat in the Barbary thingy because I got it as a gift, because we make wood cordon. We were semi… what is it, semi-finalist or whatever, within the state? They gave us free Barbary. Back then, it was, like, three, four thousand bucks. SFV Room 200B: I sat in the first 2 or 3 sessions, I’m like, wait a second, he’s the instructor? I can do better than this guy. Bye, I went home. SFV Room 200B: I dug out all my own outlines and a commercial outline, and I literally was teaching myself with VHS tapes. Have you seen any of those? Tapes this big? SFV Room 200B: Yeah, it’s ancient, I know. Well, actually, it was beta-backed, so I’m sorry, I’m not that old. It was this… SFV Room 200B: I would… I would set up the camera, teach myself on a whiteboard. SFV Room 200B: Pretty much all day, and when I was eating, I was watching myself teach myself. SFV Room 200B: when I was running, I had… SFV Room 200B: Sony, … what was that thing? Walkman. Walkman. Thank you. Walkman with cassette. SFV Room 200B: when I was running, which I was doing every night so that I don’t lose my sanity. SFV Room 200B: I was listening to the tapes. Excuse my French, but when I was in the toilet, I had flashcards in the toilet. I’m not joking. Not half an hour went by without studying. SFV Room 200B: That’s how I passed the first… first time, passed the ball. I just told one of the students, he has 4 months to take the ball. And I said, if you’re going to slack off. SFV Room 200B: Don’t do it. SFV Room 200B: If you’re gonna commit 100%, 100% you will pass. SFV Room 200B: But you just have to commit that way. I’m not saying take the flashcard to the toilet, but what I’m saying is, you do it your way, okay? I did it my way. SFV Room 200B: I literally, I remember every second of every hour that I spent doing this. SFV Room 200B: Because it was important to me. SFV Room 200B: Right? I didn’t want to go through it 6 months from now again, and again, I just didn’t want to… I hated doing that. SFV Room 200B: I hated it so much that when I took the bar. SFV Room 200B: excuse me, when I pass the ball. SFV Room 200B: I called a cleaning person to that… to the condominium. It was… the whole condominium was probably listed. SFV Room 200B: I called the cleaning person, I said, go to the second floor. Other than textbooks, burn it all. Get rid of everything. I don’t want to see it. I swear to God, I’m not joking. I didn’t even open the door. I said, in that room, other than textbooks, remove everything and throw them away. I don’t want to see it. SFV Room 200B: That’s how much I did not want to do it again. SFV Room 200B: I did not flip a magazine for a month and a half, or two months. I’m not joking. SFV Room 200B: Right after I took the bar, I went to Barnes & Noble’s. The next day, I took a day off from work. I went to Barnes & Noble’s and sat there. SFV Room 200B: And just looked at magazines, without reading anything, because I was tired of reading. I was just… I swear to God. Almost the whole day, like, everybody thought, this guy’s crazy. Just sitting here, flipping magazines. SFV Room 200B: Never watched a basketball game. Until the second night after the second day of the bar. SFV Room 200B: I had done so well, and I knew that I did so well. It was the first time in almost 3 months that I sat and watched a basketball game. SFV Room 200B: From beginning to end. SFV Room 200B: I hadn’t done it in 3 months. And I see many of my students SFV Room 200B: Do you intake in the bar. Oh, vacation, you know, 3 weeks here, 2 weeks over there. I’m like, wonderful, that’s great, if you can do it, okay. I’m not trying to give you a headache, I’m trying to prepare you. SFV Room 200B: Some of you told me this is my very first semester. In fact, they told me this is their very first class, right now. Tonight. SFV Room 200B: They haven’t even taken intro. So I’m telling you now. SFV Room 200B: Please, I love you, that’s why I’m telling you. I’m supposed to teach Tsana’s supposed to talk to talk about the body. SFV Room 200B: But I’m telling you, because if you don’t do it. SFV Room 200B: You only have yourself to blame. SFV Room 200B: But if you do it, it’s such a sweet feeling. It’s an amazing feeling. Passing the bar, Amazing feat. SFV Room 200B: Especially when you know, like, 70% failed, You’re the 3, 30%. SFV Room 200B: You were the 24%. When I passed the ball, it was 24%. SFV Room 200B: bought us in bed. SFV Room 200B: It was in the paper, I couldn’t even believe it. I’m like, what? I did it? SFV Room 200B: And then my parents were like, you didn’t… you didn’t even answer our calls! SFV Room 200B: they had… SFV Room 200B: I forgot everything. Answering machines at the time. Answering machines. I don’t know if you, any of you have ever seen one of those. Probably in movies, right? I had an answering machine. You would call my apartment, and the answering machine would say, leave a message, I’ll get back to you in 3 months. I swear to God, I’m not kidding. SFV Room 200B: And my dad was like, shut up, call me back right now! I want to talk to you! Like, I’ll get back to you when I get back. SFV Room 200B: And I meant it. I didn’t call anybody in 3 months. SFV Room 200B: Work, home, study, Work? You’re working? Yeah, I work… I was working until… I took a month off. SFV Room 200B: A month completely off. SFV Room 200B: But I had no choice, I had to work. Somebody had to pay the $700 mortgage. SFV Room 200B: Okay, all right. So is it possible to work and slave for the bar? Is it possible? Yes, it’s suicide. Sorry, I sincerely mean, if you can take a month off, at least, you should. SFV Room 200B: However you have to do it. SFV Room 200B: Get a doctor’s note. Too many losses going on. It’s important. If you take a month off, month and a half off, you increase your likelihood of passing the bar by a lot. SFV Room 200B: Believe me. SFV Room 200B: you don’t have to answer the boss, because my boss, he would drop a summary judgment in front of me, and I was a paralegal. You have… you have to get this done by next month. SFV Room 200B: I was used to it by then, but it’s so painful, because even lawyers take more than that. SFV Room 200B: And he would just drop it on my desk and say, if you lose this, don’t come back. SFV Room 200B: He joked, but yeah, if you lose this summary judgment opposition, don’t come back. Just like that, he would throw it on my desk and leave. SFV Room 200B: So finally, about a month before the barter, I said, if you want to fire me? Do it. I don’t… I’m not coming. SFV Room 200B: He understood, because he was a lawyer. He said, okay, I’ll see you next time. SFV Room 200B: Okay, I’ll tell you about him a little later. He’s fun. Great, great guy. Okay, offer! SFV Room 200B: Oh, now that we talked about… now that we are sitting in our final, and we talked about what law governs, and we said, is that a valid contract? SFV Room 200B: Right? And then we say, we give the definition of contract, now we get to offer an account? What is the definition of… SFV Room 200B: I said an offer is an intent. SFV Room 200B: It literally starts by saying, An offer is an intent. SFV Room 200B: Imagine that, how important is intent? It literally tells you an offer is an intent. SFV Room 200B: It’s like when you say, would you marry me? SFV Room 200B: You better have the intent, or you’re screwed, right? SFV Room 200B: It took me 20, 30, I don’t know how many years, to develop that intent. I always said, no way, man, no way, I don’t want to commit to anything or anyone, right? SFV Room 200B: It took a while to truly mean To make that offering. SFV Room 200B: I’m saying it as a joke so you remember, right? An offer is always an intent to be bound by certain definite terms. SFV Room 200B: Which are communicated to the offeree. SFV Room 200B: An offer is an intent to be bound SFV Room 200B: By certain definite terms that are communicated to the offering. SFV Room 200B: The intent is judged by the objective standard of contract law. SFV Room 200B: Intent is judged by the objective standard of contract law, which we call objective theory, right? SFV Room 200B: Now, what does that intent mean? SFV Room 200B: I’m going to briefly talk about it, but the case laws will make it even more clear for all of us soon. SFV Room 200B: The intent is to be presently bound. SFV Room 200B: Right? In other words, you have to have… excuse me, let me correct that. You have to have the present intent to be bound, not future intent. Not intent that I will… I will… at some point, I’m willing to sell my car. No, I am… I’m ready to sell my car. SFV Room 200B: for $500. SFV Room 200B: It’s the present intent to be bound, not a future, okay? SFV Room 200B: Here and now. Here and now. SFV Room 200B: Here and now, don’t forget that. Yes, sir? You mind just, repeating what tackles? Absolutely. Intent is an… is… an offer is the intent to be bound by certain definite terms which are communicated to the offeree. SFV Room 200B: And I said, the intent is… is a present intent to be bound. SFV Room 200B: President, here and now, And it’s objectively judged. SFV Room 200B: just like, again, Lucy versus the mayor. I keep repeating that case because pretty much half of first semester is in that… in that case law. SFV Room 200B: Did I answer your question, sir? Yes, sir. SFV Room 200B: Certain definite terms SFV Room 200B: Under common law, we talked about this, I believe, he said certain definite terms are material terms. SFV Room 200B: Material terms, are those terms necessary? SFV Room 200B: For the court to determine If there was a breach. SFV Room 200B: And if there was a breach, to create a revenue. SFV Room 200B: Certain definite terms Under the common law are material terms. SFV Room 200B: Material terms are those terms necessary for the court to determine if there was a breach, and if there was a breach to create a record. SFV Room 200B: called Material groups. SFV Room 200B: Certain definite terms under the UCC is quantitative. SFV Room 200B: The only thing that you need under the UCC to form a contract is intent to be bound SFV Room 200B: and quantity. SFV Room 200B: Everything else is supplied. SFV Room 200B: by what we call UCC gap fillers. SFV Room 200B: In other words, all the other terms missing, no problem. SFV Room 200B: They will be supplied by gap fillers. SFV Room 200B: What are gap filler provisions? SFV Room 200B: If there is both an intent and quantity. SFV Room 200B: Gap fill-up provisions, are applicable SFV Room 200B: To supply the missing terms. SFV Room 200B: Such as, and I’m just going to go over them for a second, and then I’ll… yes, sir. Could you repeat that last part? Absolutely. If there is both an intent and quantity. SFV Room 200B: So it’s coming. In the, in the, in the formation of this contract. SFV Room 200B: The court, under the UCC gap filler provisions, will supply the missing terms. SFV Room 200B: Okay? SFV Room 200B: What are the missing terms? One can be price. SFV Room 200B: I will sell you… One, this laptop of mine, serial number 123. SFV Room 200B: To none. Right now. SFV Room 200B: Okay? SFV Room 200B: There is intent. SFV Room 200B: And there is quantity. It’s one laptop, and I actually identify it by serial number. SFV Room 200B: So, there’s no question that it’s this one. SFV Room 200B: But we leave out… SFV Room 200B: Talking about the price. We leave out the place of delivery. We leave out the specific time of delivery. We leave out the time of payment. We leave all of that out. SFV Room 200B: Right? SFV Room 200B: Because the Uniform Commercial Code is… pro… contract enforcement. SFV Room 200B: for all contract. SFV Room 200B: They have come up with certain provisions to make it easier SFV Room 200B: For the parties to enter into a valid enforceable contract. SFV Room 200B: Gap fillers are one of those provisions, okay? So, let’s go over some of these provisions. Frantz Biamby: Professor, I’m so sorry, … Frantz Biamby: I had a glitch in my computer. I have most of what you said, but if you can please, start at certain definite terms. SFV Room 200B: Okay, you mean, go back to the definition of offer? Frantz Biamby: No, I have the definition for offer, and that it’s subjective, and it… you have to be present for the intent to be bound, but I lost you at certain definite terms. Terms necessary for the court under the common law. SFV Room 200B: Okay. Material terms? Frantz Biamby: So I don’t have that. SFV Room 200B: Okay, material terms, are those terms necessary SFV Room 200B: For the court to determine if there was a breach. SFV Room 200B: And if there was a breach to create a remedy. SFV Room 200B: Okay? SFV Room 200B: R. SFV Room 200B: Gap fillers. SFV Room 200B: So UCC, as I said, wants to promote contract forward, and as long as there is an intent to be bound by certain definite terms and the quantities stated, the UCC will fill in all of the other terms, such as contract price 2-303. I’m sorry, forgive me, 2-305. SFV Room 200B: 2-305. SFV Room 200B: Let me read you… I’m gonna read you 2-305. It’s rather long. SFV Room 200B: So… I don’t suppose you all want to… SFV Room 200B: take notes off of this, but if you read 2-305 from your… from the back of the book. SFV Room 200B: To make it a lot easier for me and for everybody else. SFV Room 200B: So, 2-305 sub 1 said that parties, if they so intend. SFV Room 200B: Can conclude the contract for the sale, even though the price is not settled. SFV Room 200B: It starts by that premise. The price is not… in such a case, the price is a reasonable price at the time of delivery. SFV Room 200B: reasonable price at the time of delivery. Can we get a reasonable price for this laptop? SFV Room 200B: Yeah, of course we can. SFV Room 200B: Right? It’s not that hard. SFV Room 200B: But only if, so what I just said. SFV Room 200B: It would be a reasonable price at the time of delivery if SFV Room 200B: A, nothing is said about the price. SFV Room 200B: Nothing is said about the price. In other words, we didn’t discuss price. SFV Room 200B: We just discussed me sending you my laptop tonight. SFV Room 200B: Or, B, the price is left to be agreed by the parties And they fail to agree. SFV Room 200B: Nothing, we didn’t say anything about the price, or we said, you know, we’re going to talk about the price later, but we never agreed, right? SFV Room 200B: Or, 3, or C, The price is to be fixed in terms of some agreed market or other standard. SFV Room 200B: Or set by a third party, or agency. SFV Room 200B: These are, yes, these are called custom and practice. SFV Room 200B: Right? SFV Room 200B: The price is set by a third party, an agency. SFV Room 200B: The price is to be fixed in terms of some agreed market or other standards. SFV Room 200B: As set or recorded by a third person. SFV Room 200B: This usually comes to be true if you’re selling SFV Room 200B: oil and gas and other minerals, right? You say the time of delivery is March of 2026, and when I deliver 5 million barrels of crude oil, it would be the market price. SFV Room 200B: And there is a third-party agency that sets the market price, right? SFV Room 200B: That would be the price. So UCC says, no problem. You can sell billions of gallons of gas. SFV Room 200B: and crude oil, no problem, you can… you don’t have to agree on the price, you can say you’ll be set by a third-party agency at a later time. SFV Room 200B: Got totally cool. SFV Room 200B: Right? SFV Room 200B: Remember reading 1 and 2 again? Yes. Number one was, we said nothing about the funds. SFV Room 200B: The parties did not talk about the things. SFV Room 200B: Number 2, or Sub B, says the price is left to be agreed by the parties. SFV Room 200B: At a later time, but they didn’t agree. They failed to agree. SFV Room 200B: Right? All the scenarios are covered by the UCC. SFV Room 200B: Obviously, if the parties talked about the price, then the court’s not going to substitute its own number, Right? SFV Room 200B: Why? SFV Room 200B: Why is that? SFV Room 200B: Why is it that if we agree on a price, the court is not going to subs… cannot, and should not, substitute its own price? SFV Room 200B: There was intent? There, exactly, because we have an agreement, and why is that important? SFV Room 200B: Why is the enforcement of the agreement important to the courts? Frantz Biamby: Because that’s what makes the other party bound to it? SFV Room 200B: Yeah, because it’s the intent of the parties. The court wants to enforce the intent of the parties. SFV Room 200B: If you want to sell your shorts for $5 million, you should be allowed to do that. SFV Room 200B: Right? SFV Room 200B: Didn’t a purse just go for millions of dollars? Hermes purse? The first Hermes purse? Millions! SFV Room 200B: Right? SFV Room 200B: Who says it’s wrong? SFV Room 200B: There’s a price set. You wanna buy it? Buy it. Don’t buy it. I don’t care. SFV Room 200B: Right? But the court will enforce it if there was, in fact, an agreement by the party. The court is not going to say, wait a second, this is not worth $20 million. At best, a million. SFV Room 200B: You’ll never see that happen. Not in the United States, you don’t. SFV Room 200B: Because the court wants to give deference to the intent of the parties. SFV Room 200B: Understood? SFV Room 200B: So the court wants to enforce that which the parties agreed to. SFV Room 200B: If that is missing, then we’re talking about gap fillers. There’s a gap. SFV Room 200B: There’s literally a gap, we gotta fill it. SFV Room 200B: This is how we feel. SFV Room 200B: Are you getting… are you staying with me? Good. SFV Room 200B: So, one is… SFV Room 200B: Number one is they never talked about it. The court will fix the price. Number two is the price is left to… by the way, when I say the court. SFV Room 200B: The judge is not going to go do research. SFV Room 200B: Okay? That’s not gonna happen. SFV Room 200B: Even in a small claims court where, let’s say I’m sitting as a judge, and I’m the tritor of fact. SFV Room 200B: the person who tries the fact and the law, right? Prior to fact. Even in that case, I don’t go… SFV Room 200B: Let me go to the chambers and find out how much this thing is worth. I don’t do that. SFV Room 200B: How you usually do… how the court usually does this is ascertain that information from experts. SFV Room 200B: that the parties will provide. The lawyers will provide their own expert. That expert says this card is worth $5, the other one says this car is worth $100, and the court, you know, hopefully the jury or the judge, depending on who’s on the bench and if it’s a bench trial or a jury trial, will determine SFV Room 200B: what the number’s like, right? That’s how we’re discussing SFV Room 200B: gap fillers, how we enforce gap fillers. Three, I said the price is to be fixed, in terms of some agreed market or other standard as set and recorded by third persons or agencies, and I gave you an example, you know, market price for crude oil, right? Changes by the minute, by the way. SFV Room 200B: Doesn’t it? It does. So, sometimes it’s very hard to ascertain that information. That’s why the parties say, okay, it would be the market price at the time that you deliver the oil. SFV Room 200B: Right? SFV Room 200B: … Cheap By the way, the subsection 2 of… … … SFV Room 200B: of 2-305, when it comes to price. If you read it, it says the price to be fixed by the seller or by the buyer means a price for him to fix in good faith. SFV Room 200B: I don’t know if I mentioned this last week, but I think it’s coming up. I don’t know if I’m gonna get to it tonight, but there is a… SFV Room 200B: requirement under the UCC as adopted by common law courts. SFV Room 200B: That every time you enter into an agreement with someone else, that you have to exercise good faith and fair dealing. You’re required to. SFV Room 200B: Okay? It’s… it’s… the law expects you to act in good faith and therapy. In other words, you can’t say. SFV Room 200B: Well, there is a big hole under this house that I’m selling, and it’s about to collapse. But you know what? He didn’t see it, screw it. SFV Room 200B: Right? SFV Room 200B: In fact, I told him, go do your own inspection. That sometimes may not be enough. If you know about it, you need to disclose it. Am I right? You do real estate, am I right? Yes. Yeah. You can’t say, oh, I told him, go do your own inspection, I don’t care. SFV Room 200B: Right? The whole roof collapsed. Duty to disclose. Yeah. I bought my home. SFV Room 200B: in 2010, and literally 2 weeks after I bought the home, I was sitting in the living room, so-called living room. SFV Room 200B: the roof collapsed. Right in front of me. I’m not kidding. It was… it was this much of it, but it was in front of me, not on… thank God. But it was… SFV Room 200B: But I truly believe that the homeowners, not only they knew, I should have known. Because there was this much water sitting on top of the roof when I bought it. I saw it. SFV Room 200B: Right? But I didn’t have any money. I had spent, if any, to buy the home, bless you. I didn’t have any money to fix it, and I thought maybe next year I’ll get to it. SFV Room 200B: Didn’t happen. SFV Room 200B: it collapsed. SFV Room 200B: And then you sued up. I’m sorry? And then you sued up. No, no, no. I, I, I respect… SFV Room 200B: … Honesty, and they were… they were the… SFV Room 200B: the best sellers you could possibly can imagine. They were in their 80s, I believe, and I walked in, and I saw the husband vacuuming the rooms. For me. SFV Room 200B: I had to stop, I said, stop, stop, please! Don’t do that, just go, please. And then they had a huge bouquet of flowers, and she color-coded every single key for me. This key’s for that key, this keys for this key. SFV Room 200B: I mean… I mean, if I were to sue them, I would be dead to them. That would be so unfair, as opposed to the other seller, right? SFV Room 200B: Okay, subsection 3 of, I think it was 2-305, says, when a price left to be fixed otherwise, and by agreement of the parties. SFV Room 200B: Fails to be fixed through fault of no party, the other may, at his option, treat the contract as canceled, or himself fix a reasonable price. SFV Room 200B: I’ve never seen this tested. SFV Room 200B: But I’m reading it to you, because… SFV Room 200B: It’s part of the, capital provision, right? It says when a party… I’m sorry, forgive me. When a price is left to be fixed. SFV Room 200B: Otherwise, than by agreement. In other words, By agreement of the policy. SFV Room 200B: And it fails to be fixed through the fault of no one. SFV Room 200B: None of the pockets. SFV Room 200B: The other party at this option may treat the contract as canceled, or fix a reasonable price. SFV Room 200B: Reasonable price I get is subject to good faith and fair peace. SFV Room 200B: Okay. SFV Room 200B: Where, however, and this one is tested. SFV Room 200B: Could you repeat the last one? Yes, yes. Subsection 3, and again, these are in the back of your book, so all you have to do is go to 2-305 and just read. SFV Room 200B: That’s exactly what I’m doing. SFV Room 200B: Excuse me. 2-305, I believe. 971.71, thank you. SFV Room 200B: Subsection 3 reads, when a price left to be fixed otherwise than by agreement of the parties. SFV Room 200B: Fails to be fixed through fault of no party, the other part, or the other, may at his option treat the contract canceled, or fix it with no fault. SFV Room 200B: inside. SFV Room 200B: Subsection 4, that is tested. SFV Room 200B: States. By the way, again, I apologize for stopping to lecture again about something other than contract. SFV Room 200B: But this is important. SFV Room 200B: I remember, and I’m sorry for taking your time to share with you, but I believe it’s extremely important. SFV Room 200B: when I was in my last year of law school, a friend of mine that was a year ahead of me SFV Room 200B: Hi. SFV Room 200B: She was about to take the ball. SFV Room 200B: And I saw them. SFV Room 200B: Chit-chatting about what to read, what not to read. SFV Room 200B: What is going to be tested, what is not going to be tested in the SFV Room 200B: Because I just told you, subsection 3 is not tested, right? So I want to make that caveat. SFV Room 200B: And at that time, I was known for SFV Room 200B: Coming every Saturday morning. I was a TA, but I would come every Saturday morning. I had literally 30, 40 people, bigger than this room. SFV Room 200B: sit in front of me, and I would… I was the TA of Torts and Criminal Law. SFV Room 200B: And I would teach students. SFV Room 200B: Force and criminal law. SFV Room 200B: I did that for 2 years while I was in law school. And I was… I was listening to these guys, they were talking about what they’re gonna read, what they’re not going to read, and I… I told my friend, who was a year ahead of me, I said. SFV Room 200B: Are you sure this is the way to do it, is to listen to these people tell you, oh, could be the property’s not going to be tested. SFV Room 200B: They would say that, I swear to God, they would not read a whole subject. SFV Room 200B: Because they thought, because he was tested 5 times in a row, it’s not gonna come to the ball again. SFV Room 200B: I thought that was the dumbest thing ever. And when she took the bar, I saw her in the parking lot. SFV Room 200B: And I said, how did you do? She’s a lawyer now, by the way. SFV Room 200B: She’s a good one. SFV Room 200B: … SFV Room 200B: I said, how did you do? She said, oh my god, it was so easy. It was the easiest thing ever. SFV Room 200B: It was so… I was like, wow, good for you! SFV Room 200B: She failed. SFV Room 200B: I swear to God, I’m not kidding. And so when somebody tells you it was the easiest thing ever, most likely, it went bad. That’s my thing. I told everybody, I don’t think I failed. I could not say I passed. SFV Room 200B: But I told everyone, I don’t think I failed. That was the truth. I don’t know how to explain it otherwise. But I thought it was the dumbest thing SFV Room 200B: That people said, such and such is not going to be tested. SFV Room 200B: Now I hear from my own students, they’re like, oh, you know, remember, professor, they said. SFV Room 200B: this subject is not going to be tested? It was the first, question on the, on the front, on the, save bar. SFV Room 200B: And thank God that we listened to you, and we had to read everything. I’m like, how stupid can you be? Excuse me, I’m not trying to insult anyone. How can you be that stupid? SFV Room 200B: of the 13, 14 subjects that you’re supposed to read, you just don’t read any of the one subject, because you think it’s not… do you know what’s going to happen if you fail one of those exams? It’s over. SFV Room 200B: It’s over. You gotta do it all over again. Are you insane? Especially now that it’s a two-day bar. SFV Room 200B: With the 3-day bar, which we had, we had more chance of a screw-up. SFV Room 200B: Right? Because it was 3 days more testing. You guys have less testing. It’s less pressure. But. SFV Room 200B: More of a chance to fail. SFV Room 200B: Don’t ever listen to anyone, I don’t give a… if it’s the president of the United States that tells you don’t read the subject. SFV Room 200B: Don’t show it. SFV Room 200B: How did everything. SFV Room 200B: Honestly. Okay, so now when I say subsection 3 is not going to be tested, it doesn’t mean you don’t read it! SFV Room 200B: It doesn’t mean you don’t understand it, you just don’t cross it off. SFV Room 200B: Don’t do that. SFV Room 200B: It’s just something that we don’t tip, that’s all. SFV Room 200B: Right? SFV Room 200B: Okay. SFV Room 200B: Where… subsection 4. Where, however, the parties intend not to be bound SFV Room 200B: So, this is not an intent to be bound. This is an intent not to be bound. SFV Room 200B: Unless the price be fixed or agreed. SFV Room 200B: And it is not fixed or agreed, there is no contract. SFV Room 200B: See? It’s even covering that. SFV Room 200B: That if they say, look, unless we agree on a price, No deal, okay? SFV Room 200B: Right? SFV Room 200B: I go, I would love to sell you my laptop. In fact, tonight, I’m declaring this is yours. SFV Room 200B: But we have to come up with a price. SFV Room 200B: Agree to agree. SFV Room 200B: Do you understand? You’re agreeing TO agree. SFV Room 200B: And we never agree. SFV Room 200B: There’s no contract. SFV Room 200B: Not that it may be a contract, there is no. SFV Room 200B: Get it? That’s why I say it’s tested, because they may test you on that. SFV Room 200B: to see if you get it. That we agreed to agree later, and we said there will be no contract unless we agree. That unless is the language you have to remember. SFV Room 200B: Right? We already said, no contract unless we agree. SFV Room 200B: Like… SFV Room 200B: I was going to make a bad example to make it funny, but I won’t. It’s a bad example. Agree? Agreement to agree, that’s not… that’s not enforceable. What about agreement to negotiate? What’s the difference there? SFV Room 200B: If you agree to negotiate over the price at some future time and you don’t, I would say that it’s the same thing, if that’s what you mean. It’s the same difference. SFV Room 200B: We agreed to negotiate on a price later, we never did. SFV Room 200B: Right? But if you said, but if you said, unless he agreed. SFV Room 200B: You understand? Otherwise, gap fillers will take care of the problem. SFV Room 200B: If you did intend to enter into a contract, and you did enter into a contract, but you didn’t fix the price, no problem. SFV Room 200B: It’s enforceable. Absolutely, it’s enforceable, because UCC says, hell yeah. SFV Room 200B: Right? 100%. Absolutely. SFV Room 200B: Yes, ma’am? This is where Battle of the Forms comes into play, right? Battle of Forms is 2-207, which we will get to. … SFV Room 200B: Yes and no, because it depends on what’s on the forms. Yeah, it depends on what’s on the forms, right? But, … SFV Room 200B: If subsection 4 bothers anybody, just think about it this way. SFV Room 200B: We have a contract only if we agree on a price. What does that mean? That is, that is, you’re putting a condition in there. Only if… SFV Room 200B: Right? SFV Room 200B: I’m gonna give you the example, to hell with it. My dad was a physician. When he was alive, he told me, he called me one night, he said, somebody came to my office, paid, paid to see me as a patient. SFV Room 200B: But she was not sick. And I said, what does that have to do with me? She said, they came to ask to marry you. And I swear I’m not kidding. SFV Room 200B: She came with her daughter, and the mother said, she loves your son, but only if you get to see the bank account. I’m not kidding. And my dad thought that was funny, and I said, this is something you often report back to me. Are you kidding me? I don’t even want to know the name. SFV Room 200B: How disgusting is that? At least that’s what I find. SFV Room 200B: I mean, it’s bad, it’s a funny joke, but only if… is there… is there an intent to be bound? No! She said… I mean, mother said, but on behalf of her daughter. It’s… it’s got to be an intent only if you show me the bank account. SFV Room 200B: Right? So you agree? I didn’t have shit at that time. She would not agree! I didn’t have a thought to piss in, man. She would not agree. Professor? Yes. But, on the case law. SFV Room 200B: I believe it was Kaplan versus Boston-Lavins, right? It specifically talks about that agree… agreements to negotiate, that’s enforceable if the other party takes some kind of a reliance on it, right? SFV Room 200B: Okay, so that’s two different things. Let me explain that. First of all, when you’re talking about reliance, you may be talking about detrimental reliance, and that necessarily may not mean there’s a contract. SFV Room 200B: So it may be enforceable, even though there’s no contract, because the other party, to her detriment, relied on it. We’re going to get to that later. That’s number one. Number two, if they intended to enter into a contract. SFV Room 200B: and they said, but we’re going to negotiate on the price later, that is 100% enforceable. Oh, so… 100%, you would be correct, yeah. Here, it says, and I… I think that my joke… I hope that my joke would make it clear, that SFV Room 200B: We agree to enter into a contract, but only if I see your bank account. SFV Room 200B: Right? Only if we enter into… if we agree on the price, and we never did. And it’s not my saying, 2-305, subsection 4 says, no deal. SFV Room 200B: Right? Because the… The intent to be bound was conditioned on SFV Room 200B: Agreeing to a price, and that never happened. SFV Room 200B: Right? The condition never happened. SFV Room 200B: Does that make sense? By the way, next semester will be studying conditions, which is, in my opinion, the most difficult part of contracts. Right? Am I right? Conditions, the most difficult part of contracts. SFV Room 200B: And many, many, many struggle with… with that is because it… it’s exactly that. It’s a, I will do X, SFV Room 200B: But if this happens, then no. SFV Room 200B: And if that happens, then yes, and it’s… it’s called the laws of conditions, right? And it’s… we’re gonna get to them. Okay. The other gap filler, 2-308, SFV Room 200B: Place of delivery. These are… this one is easy, believe me. SFV Room 200B: Place of Duluth. SFV Room 200B: Unless otherwise agreed, The place of delivery of goods is the seller’s place of business. SFV Room 200B: Or if he doesn’t have a place of business, his residence. SFV Room 200B: Huh? SFV Room 200B: Easy. The place of delivery of goods is the seller’s place of business. SFV Room 200B: Or if he… if he doesn’t have one. SFV Room 200B: his residence, Jeff Bezos’ residence. You go to his house, you pick up your goods. I’m kidding. Obviously, by contract provisions, when you enter into a contract with SFV Room 200B: Amazon. SFV Room 200B: What is the… what is the additional provision? Deliver it to me! So, obviously, we can enter into a contract to have the place of delivery anywhere we want, right? SFV Room 200B: But if that is not mentioned in the contract, the gap filler says. SFV Room 200B: Seller’s place of business, or seller’s residence if he doesn’t have, or she doesn’t have a place of residence… business, right? SFV Room 200B: But… SFV Room 200B: Sub-section B, which we never test, by the way, because it’s so… so obvious. What if I’m buying a… what if I’m buying Jeff Bezos’ yacht? SFV Room 200B: it’s, I don’t know, 5 million feet long, whatever it is, right? If I’m buying his yacht. SFV Room 200B: Is it going to be delivered at his place of business, or his residence? SFV Room 200B: Do you honestly think that a yacht is going to be delivered to his residence for me to pick up? SFV Room 200B: No. What do we call that? An identified good. So now, subsection B says, in a contract for the sale of identified goods, which to the knowledge of the parties. SFV Room 200B: At the time of contracting, Or in some other place. SFV Room 200B: That place is the place of delivery. SFV Room 200B: Which basically means that if you’re buying Jeff Bezos’ yacht. SFV Room 200B: And you know where the thing is, it’s, you know, in Florida, for example, right? If you don’t talk about it, and I know it’s already there, that’s going to be the place of delivery. I have to go take delivery in Florida. SFV Room 200B: I can’t say you have to bring my back. SFV Room 200B: Right? I put it in my pool. SFV Room 200B: Get it? It’s simple as that. SFV Room 200B: And I know there was a litigation about one of these things actually was a yacht. SFV Room 200B: It was in Spain, and the court… it wasn’t my case, but I know it was because one of the lawyers on our floor was telling me about it. The court told the defendant, you have to take SFV Room 200B: delivery in Spain. SFV Room 200B: It’s there, that’s what UCC says, good luck. SFV Room 200B: We’ll get it. SFV Room 200B: It was his mistake. Anyway, … SFV Room 200B: These documents of title may be delivered through customary bank channels. Forget about that completely. SFV Room 200B: I mean, forget about it, Kumi, right? SFV Room 200B: Okay. SFV Room 200B: Any questions so far? SFV Room 200B: Any comments so far? SFV Room 200B: Anybody’s left behind so far. So the question, do we need to memorize, like, the subsections? No, no, no, you, in case you were not here, I did mention that. Don’t memorize. In fact, please don’t use any numbers. SFV Room 200B: Because, as I said, if you get it wrong, you will piss off the brain. Even worse. The only number that is… SFV Room 200B: I’ll say this because it would be unjust to you not to say. The only UCC number that we frequently use is 2207, which I think you mentioned, which we will get to. That’s the only one, and we don’t have to use it, not at all. SFV Room 200B: But that’s the one that typically comes up, 2-07, nothing else. In fact, you’ll never see professors come up with numbers. SFV Room 200B: Because that’s just insane. Who cares about numbers? SFV Room 200B: Right? It’s not a delivery address. Absolutely, especially for the board exam, because if you click the number wrong. SFV Room 200B: Do you understand? Like, the moment the grader says 2-305, and he goes, wait a second, she meant to say 2-207, so she thought, well, he may not even read the rest of it. SFV Room 200B: And say, you got it wrong, she got it wrong. SFV Room 200B: Next, And then you’re toast, because you wanted to show off with the numbers. Don’t do that. SFV Room 200B: Don’t do that. I don’t care how smart you are, don’t use them, it’s insane. It’s not poetry. SFV Room 200B: Yes. SFV Room 200B: just as an example for 2-308 Section B, like, your bike… 2-what? 308. For B, where it talks about, like, the other place. SFV Room 200B: Let’s say if you’re purchasing something from Amazon, would that other place be, like, their warehouse, where they say you have to come pick up your item? If the parties do not agree on a place of delivery, as the provision says, right? If… SFV Room 200B: Then, yes, it would be the seller’s place of business, yes. SFV Room 200B: Okay? SFV Room 200B: It happens, sometimes it happens, right? Especially between, … consumers. SFV Room 200B: You buy something from someone, And then you say. SFV Room 200B: wait a second, how come you’re not going to deliver the car? Dude, come on, I just… I bought the car, I paid for it. And he says, come pick it up. And you’re like, no, you gotta deliver the car. You know, because I told you, I want to show it to my mechanic. SFV Room 200B: He didn’t talk about the price of delivery. He didn’t come pick it up, and you’re like, no, I want my money back, you sue. SFV Room 200B: UCC says, you didn’t talk about it? Too bad. It’s the face of business, or the resonance, of the seller. SFV Room 200B: Right? Yes, somebody had a comment or question. Yeah, what if you have 10 warehouses? SFV Room 200B: How is this supposed to know which one? SFV Room 200B: That’s what litigation is for, right? It would be the place of delivery would be the… SFV Room 200B: I would say perhaps the closest one to you. SFV Room 200B: Possibly? Because I don’t think any court is going to demand that you go to Florida when they have a branch here in LA. SFV Room 200B: Right? So, for example, when they say, we’ll bring it to the store, actually, I have a perfect example. SFV Room 200B: I just went to Burberry and heavily ill’s. SFV Room 200B: And the shoe, they didn’t have the shoe, they ordered the shoe. They said, we’ll deliver the shoe to you, to me. She texted me, the salesperson, and says, he can’t, because there’s some problem, whatever, but my manager just said, they’re gonna bring it to the store. Would you like me to bring it to the store? SFV Room 200B: If she had not said that, she’s… you’re gonna bring it to a store. SFV Room 200B: it would probably be upon me to inquire, are you talking about Beverly Hills, or am I supposed to go to Las Vegas? SFV Room 200B: Right? Because you have a store there, too. SFV Room 200B: That would not make any sense. So, I hear what you’re saying. SFV Room 200B: That’s what litigation is for. That’s what we get paid for. SFV Room 200B: Right? Because, as funny as it may sound, sometimes this is a heavily contested… I told you over that yacht that was in Spain, there was a two-year litigation. SFV Room 200B: Because it costs… I don’t know, hundreds of thousands of dollars to move that from Spain to here. SFV Room 200B: It’s crazy. It’s insanely crazy. And I saw a picture of it. It’s like 5 cities. It was that big. It belonged to the emir of… SFV Room 200B: UAE or something. SFV Room 200B: Like, you know, billions worth. SFV Room 200B: So, one issue may, may… and just imagine how he sued his lawyer. I want to know how much the lawyer paid that drafted that contract. SFV Room 200B: Right? Because you think he’s going to pay out of his pocket? Hell no. He’s going after his lawyer. Did I have a good insurance. SFV Room 200B: Okay. SFV Room 200B: Two, are you still with me? Should it go on, or…? SFV Room 200B: I think we should. It’s only 901. It’s 2-309. SFV Room 200B: specific phone. SFV Room 200B: The time for shipment, or delivery, or any other action. SFV Room 200B: The time for shipment or delivery or any other action under a contract, if not provided. SFV Room 200B: In this article, or agreed on by the parties is reasonable time. SFV Room 200B: Reasonable company. SFV Room 200B: What does that mean? I went to what I thought… SFV Room 200B: I hope you don’t become a victim of this. I went to the Porsche website, I’m not kidding you, Porsche website, not a makeshift or actual Porsche dog. SFV Room 200B: And then it took me to some other… SFV Room 200B: Porsche design, I think. I bought a gas cap and some other stuff that I wanted to put on this stupid Porsche that is now on the dealer, and I paid for it. I swear to God, kid you not, I got emails immediately coming back to me. SFV Room 200B: from the site. Address correct, everything all good, my car is charged. SFV Room 200B: A month passes, no delivery. I send emails, nobody answers. SFV Room 200B: Two-month passes, no delivery. Three-month passes, no delivery, I’m pissed off. I keep sending emails, nobody answers. I finally said, you know what, F this, I’m just gonna call American Express, get my money back. SFV Room 200B: reasonable time for delivery would have been… 30 to 30 days? Maybe 30 days, right? Not 3 months. That would be unreasonable. SFV Room 200B: It’s not… it’s not coming from China, it’s coming from the United States, right? If it was China, I would say, oh, jokes aside, the court may say reasonably, yeah, you have to wait 3 months, because, you know, it’s coming from another country, it’s going through custom, this, that, whatever, 3 months. So, reasonable time, that’s what it means, right? SFV Room 200B: And so when it didn’t come within a reasonable time. SFV Room 200B: I asked for my money back, and in fact, PayPal paid me back, not American Express. American Express got the money from me. SFV Room 200B: But… what happened was I found out that their website was hacked for 18 hours. SFV Room 200B: They sent me an email, like. SFV Room 200B: A month ago, I think, and they said that we were hacked. In fact, your information was taken. Part of the… I swear to God, not taken. Part of your… I mean, I didn’t… I don’t have… I have credit card information taken. I don’t care. But my point is, they were hacked, so… SFV Room 200B: And anybody that purchased anything during that 18 hours, it went to the hacker in God knows what country. SFV Room 200B: Okay. Where the contract provides for successive portfolios. That is, anyway. SFV Room 200B: Subsection 2 of Section 2309 says, where the contract provides for successive performances, but is indefinite in duration. SFV Room 200B: It is… it is valid for a reasonable time, but unless otherwise agreed, may be terminated at any time. SFV Room 200B: by either party. SFV Room 200B: I know it’s a mouthful, and it’s… SFV Room 200B: Probably anger some of you, but basically, in its basic terms, it says when the contract is for successive performances, like, you’re gonna deliver, a tank of gas. SFV Room 200B: To our business every month. SFV Room 200B: Right? Or let’s say you deliver… you have water delivered. SFV Room 200B: You have water delivery, they deliver to your… they deliver water to our office every month, right? There’s successive performances, right? Every month, the guy shows up with a bowl of water. SFV Room 200B: but is indefinite in duration. In other words, if you didn’t contract for a year, we contracted for an indefinite period of time. SFV Room 200B: It says induration and is valid for a reasonable time. SFV Room 200B: Unless an otherwise agreed may be terminated by either party. In other words, if it’s for an indefinite amount of time. SFV Room 200B: Either party can terminate this contract at some point, at some reasonable time. SFV Room 200B: Right? In other words, you’re not stuck for the rest of your life. SFV Room 200B: to that quality. You can just call and say, look, I don’t want any warranty. Thanks. SFV Room 200B: This gap, which gap filler provision will protect you. SFV Room 200B: Get it? SFV Room 200B: Not usually testable. SFV Room 200B: Okay. SFV Room 200B: Time of payment. SFV Room 200B: Time of pain. SFV Room 200B: Unless otherwise agreed. Again, we start with unless otherwise agreed, because if the parties agreed, why the hell would you want a gap filler? SFV Room 200B: There’s no gap. SFV Room 200B: Right? So that part should be, you know, a no-brainer. SFV Room 200B: Unless otherwise agreed, payment is due at the time and place at which the client is to receive the goods. SFV Room 200B: Even though the place of shipment is the place of delivery. SFV Room 200B: Can you repeat it one more time? Yes. SFV Room 200B: Payment is due at the time and place at which the buyer is to receive the goods. SFV Room 200B: In other words, where the buyer’s going to receive the goods, and at that time, Payment is due. SFV Room 200B: even though the place of shipment is the place of delivery. In other words, the place of shipment may be the place of delivery. Nevertheless. SFV Room 200B: It’s the time of delivery. SFV Room 200B: That’s all you need to remember. Yeah. The time of delivery is the time you gotta pay. You get the… you get the stuff, you gotta pay for it. At that time. Not, I’ll bring you the money later. SFV Room 200B: Right? SFV Room 200B: Okay. SFV Room 200B: Let’s talk about communicating to the offeree. Let’s see what that means, because we know SFV Room 200B: Offer was an intent to be bound by certain definite terms communicated to the offeree. SFV Room 200B: Obviously, if there’s no communication, A big chunk of the definition of offer is missing. SFV Room 200B: So there’s no offer. SFV Room 200B: It has to be communicated to the office. What does that mean? SFV Room 200B: It means that you ask yourself, did the offeree receive and understand the offer? SFV Room 200B: Did the offer you receive and understand the offer? Yes, ma’am. No, no, we’re not… we’re done with gaffes. Now we’re talking about the definite… remember I gave the definition of offer? I said intent to be bound by certain definite terms? SFV Room 200B: Communicate it to the offering. We talked about certain definite terms under the common law. SFV Room 200B: We just talked about certain definite terms under the UCC, yes? SFV Room 200B: Now I’m talking about communicating to the offline. SFV Room 200B: Okay? The last portion of the definition of offering. SFV Room 200B: Communicated to the offeree means that the offeree received and understood the offer. SFV Room 200B: Got it? SFV Room 200B: That’s all that it needs. SFV Room 200B: Now, back to what you brought up earlier, you know, about an hour ago. SFV Room 200B: How about types of contracts as to acceptance? SFV Room 200B: Let’s talk about types of contracts as it relates to acceptance. SFV Room 200B: The first one is bilateral contracts. SFV Room 200B: Bilateral, B-I-L-A-T-E-R-A-L. SFV Room 200B: Bilateral contact. SFV Room 200B: What does that mean? Mutual promises are exchanged. SFV Room 200B: Mutual promises are exchanged. You promise to… you… I promise to sell you my laptop, you promise to pay me. SFV Room 200B: Do we have a contract? Yes. SFV Room 200B: The exchange promises. SFV Room 200B: Whether it’s an enforceable contract or not, we’ll find out. SFV Room 200B: Next semester. I’m sorry? Those are mutual bias. Mutual promises! SFV Room 200B: Yeah. Bilateral contract means it’s a traditional bilateral contract consisting of an exchange of mutual profits. SFV Room 200B: A promises to B, B promises to A. SFV Room 200B: I promise to sell you my Mustang for $30,000. You promised to buy my Mustang for $30,000. Simple as that. That’s called a bilateral contract. SFV Room 200B: Then we have unilateral contracts. SFV Room 200B: U-N-I-L-A-T-E-R-A. SFV Room 200B: It’s one-sided. Sounds like one-sided. SFV Room 200B: The traditional unilateral contract is a contract in which The author war requests performance. SFV Room 200B: Rather than applause. SFV Room 200B: I don’t want your promise, I want your performance. SFV Room 200B: Yes, absolutely. And I’m gonna give you examples that it’s gonna lock in. SFV Room 200B: A traditional Leonardo contract is one in which the offeror requests SFV Room 200B: A performance rather than a prompt. SFV Room 200B: Example? SFV Room 200B: I will pay you $10, If you… SFV Room 200B: walk over the Brooklyn Bridge this Saturday at 12 o’clock. SFV Room 200B: If you say, I promise, do they have a contract? SFV Room 200B: No! SFV Room 200B: Because I said, I will pay you if you walk. Not if you promise to walk, if you walk. Saturday at noon, if you come at Sunday at 1 o’clock, no deal, even if you walk. SFV Room 200B: I’m the master of the offer. I set the terms of my offer. I just told you I will pay you if you walk at noon on Saturday. SFV Room 200B: 12.02? Too late! SFV Room 200B: Especially with my staff. SFV Room 200B: Right? SFV Room 200B: Walk halfway, Too bad! SFV Room 200B: You gotta walk the bridge, I’ll pay you. Obviously, if you’ll complete the performance, do we have a contract at that time? Absolutely! SFV Room 200B: I promised to pay you if you walk, and you did! I owe you! SFV Room 200B: You already performed. Fully performed. SFV Room 200B: For that matter. Yes? Or, for example, like, pro athlete contracts, are those considered unilateral? SFV Room 200B: What contract? Pro athletes, like, is that… I have to see the language, but if you mean that they say if you play… This many games, then I’ll have to pay you, yes, that would be perhaps an example, but I would have to look at the language, you know, to be able to tell you, right? SFV Room 200B: Yeah, I mean, obviously, if you show up in the locker room and say, pay me, I don’t think any owner’s gonna say, oh, here’s $50 million for showing up in your shorts. That’s not gonna work. They have to put the jersey and go and get beat up or something. Is it too vague to say that if you’re a county employee, city employee, or you work at a law firm, is it a unilateral agreement that SFV Room 200B: If you’re a paralegal, you’ll do the work for lawyer, or you’ll serve the city as long as… SFV Room 200B: Like, does that… like, you agree to… Typically. SFV Room 200B: Contracts for services, typically. Contracts for services are in that fashion. SFV Room 200B: that you basically get paid at the end of two weeks, right? You perform first, and we will find out. SFV Room 200B: At a later time, that, that’s the law of conditions, by the way. SFV Room 200B: which… who has to perform first? Who will learn that the condition that takes longer, the work that takes longer, goes first unless the parties agree different. So, if I’m supposed to work for 3 weeks and then get paid, because my work takes longer, I have to do it first, then I get paid. SFV Room 200B: Okay? So yeah, it would be an example of a unit of contract. SFV Room 200B: Yes. SFV Room 200B: Assuming that’s how the parties intended the contract. SFV Room 200B: Right? But, so, let me… let me tell you this, and then I’ll let you all go. With regards to your contract, I want to repeat. SFV Room 200B: The offeror promises To pay upon completion of the requested act. SFV Room 200B: Once the act is completed, that contract is formed. Not before! SFV Room 200B: There is no contract before completion of the performance. Do you understand me? SFV Room 200B: So even if he’s halfway through and you go, the news guy shows up and says, sir, you’re, why are you walking across the Brooklyn Bridge? Well, because, you know, we have a contract. SFV Room 200B: You know, I’m performing the contract. No, you don’t have a contract. You don’t have shit. SFV Room 200B: Even if you have 5 steps to the completion. SFV Room 200B: You don’t have a contract, you understand? I don’t ever want you to forget it. SFV Room 200B: Unilateral contract, where the offeror seeks performance, Only upon completion of the… Of course. SFV Room 200B: a contract is formed. Now, obviously, that is too late now, but next week we’re going to talk about what happens if you start, and the guy says, well, I changed my mind. SFV Room 200B: what happens if… if I fly to New York, Brooklyn Bridge is there. SFV Room 200B: Right? Get a hotel, pay for all that. SFV Room 200B: go to the bridge, and as soon as I’m about to start walking, it goes, I changed mine. SFV Room 200B: As you know, we have no contracts, so… have a nice day. SFV Room 200B: What happens then? We’ll talk about that next week. Questions? Actually, I think we’ll just cover next week, but I was gonna ask, so the performance, once you start the performance, that’s the only thing that’ll make the offer irrevocable, correct? Correct, and that’s what we’re going to talk about next week, yes. SFV Room 200B: I was just gonna say if you could repeat it again. Compete’s the last name. SFV Room 200B: The traditional unilateral contract is one in which the author requests performance rather than impawns. SFV Room 200B: Where the offeror promisor promises to pay upon the completion of the bequested act. SFV Room 200B: by the promissimo. SFV Room 200B: Once the act is completed, a contract is formed. Okay? SFV Room 200B: So, stay with me with this. And then next week, we’re going to talk about… SFV Room 200B: what happens? The question is, and I mentioned this the first session. SFV Room 200B: I don’t know if I mentioned it last time, but I mentioned it in the first session. The question is. SFV Room 200B: For cases to be real. SFV Room 200B: Today, for our, what, second session? You should have read all the way to the end of second session, whether we cover or not. SFV Room 200B: Okay? Next session, after I’ve read to the end of the third session, what I may do, I may just give no lecture on that evening and just start going over cases. And I just say, brief, brief, brief, you gotta have it ready. SFV Room 200B: Okay? And it’s not like I read it 3 weeks ago, I don’t remember. Alexa. SFV Room 200B: You have to have him ready to go. SFV Room 200B: Bye. Oh my god, I’m so bad. Frantz Biamby: Sure, I have a question. SFV Room 200B: I know. I guess that’s pretty crazy. SFV Room 200B: Okay, so just press the button, and they’ll let you out. You know the answer to everything. I swear to God. I know, right? I don’t know. They might try to charge, I don’t know. SFV Room 200B: No, I definitely did not dress like this for class. You know what it is? SFV Room 200B: Professor Kate, $2,000. Jasmine Pourzanjani: Professor. SFV Room 200B: Coolers and faster. Okay. SFV Room 200B: No, but that’s what he finds up. SFV Room 200B: Let’s do it for you guys. SFV Room 200B: Lovely. SFV Room 200B: No, it’s… Hi. Jasmine Pourzanjani: Hi, Professor, I had emailed you because. SFV Room 200B: Question, Eric. Jasmine Pourzanjani: Yes. …. SFV Room 200B: One moment. Jasmine Pourzanjani: I had an emergency today, and I couldn’t come in person, I was not feeling well at all. I just let you know, as a heads up, through email as well. SFV Room 200B: You can take care of that with the administration. Jasmine Pourzanjani: Okay, thank you. SFV Room 200B: You’re welcome. SFV Room 200B: Okay. Because then, you know, like, I wanted the movies, not the 10 grand, but it’s like, we’re just gonna give you your money back. But I’m like, I don’t want the money back, I want the 10 grand, I want the movies, because that makes a big difference. SFV Room 200B: And they just.

Main

Outlines

Class Notes

Class Transcripts

Session 02

Contracts - Session 02

Transcript

Main

Outlines

Class Notes

Class Transcripts

​Contracts - Session 02

​Transcript

Contracts - Session 02

Transcript