Contracts - Session 03
Transcript
SFV Room 200B: Marco Danilovsky? Yeah, I’m here.SFV Room 200B: Brianna? Here. Donna? Oh, there you go.
SFV Room 200B: Joseph, Kijijian? Robert Nasarian?
Robert Nazarian: Here, Professor.
SFV Room 200B: Gohan Petrosian. Here, Professor.
SFV Room 200B: There’s an FBI agent with that name. Really? Yes. You blew our cover now. I spoke to the agent today. Wow! I saw the name. Are you guys related? Yeah. Makes sense. I told the FBI agent I got a student with that name.
SFV Room 200B: Do you like her social security? Here. Joshua Zone? Here.
SFV Room 200B: Lucine Abrahamian?
Lusine Abrahamian: dear.
SFV Room 200B: The agent is handling the, in your case of the guy that was allegedly
SFV Room 200B: trafficking people into the country, and … unfortunately, one of my clients is stuck in one of those things. Surin Abrahamian, air.
SFV Room 200B: Edwin, Agilean?
SFV Room 200B: Edwin Eddie Aguilian.
SFV Room 200B: Daniel Armin? Here.
SFV Room 200B: Jason is easy.
SFV Room 200B: Jason, Azizi?
SFV Room 200B: Are you on Zoom, Jason?
SFV Room 200B: Jason, as easy, going once, going twice.
SFV Room 200B: Hapsa? Armin Gwashian? Sure, don’t leave the room.
Armen Bashian: Good evening, Professor.
SFV Room 200B: Sorry?
Armen Bashian: Good evening.
SFV Room 200B: France?
Frantz Biamby: You’re a professor.
SFV Room 200B: Can you show your Briones?
SFV Room 200B: Perfect.
SFV Room 200B: Victoria Briones.
SFV Room 200B: Ms. Periones?
SFV Room 200B: I’ll see.
SFV Room 200B: Giancarlo Hernandez?
SFV Room 200B: present.
SFV Room 200B: I’m beginning to think you actually like that desk.
SFV Room 200B: I do. Do you? Yes. Okay. I love it. I feel comfortable. Good. I do it. Thank you. I guess the folks thought about, some… somebody biting to me. They absolutely did.
SFV Room 200B: You can definitely cheat off of anybody you want. That’s why he’s back there. I’ll take the comfort of that. Fabricio Pereira? Why is he blown us there?
Fabricia da Hora: Meet.
SFV Room 200B: Anna Galtzian?
Anna Galadzhyan: Here, Professor.
SFV Room 200B: Sona, Sona Khazarian? Here. Kevin Golovati? Here.
SFV Room 200B: Cesar Gonzalez? Here, Professor.
SFV Room 200B: Paul Gonzalez? Yeah, Professor.
Kumamoto_Adreanne: remote.
SFV Room 200B: Bye here.
Kumamoto_Adreanne: Hmm.
Kumamoto_Adreanne: All of it, ….
SFV Room 200B: Can I ask cash?
Karen Hernandez: Here. I love our….
SFV Room 200B: Ruben Hunanian?
Ruben Hunanyan: Here. Here, Professor.
SFV Room 200B: Thank you, sir. Rita Karan… Karayan?
Rita Karaian: Here, Professor.
LIANNA KARIBYAN: Liana, Caribbean? Here.
SFV Room 200B: I’m sorry, Cody, beyond.
SFV Room 200B: Pringhor, Kasabyan? Here.
SFV Room 200B: Caro Pushkarian?
SFV Room 200B: Yeah, yeah, hopefully.
SFV Room 200B: We’ll hear from you.
maddykoshkaryan: Here, Professor.
SFV Room 200B: Adrian, Kumato? Kumamoto, I apologize.
SFV Room 200B: Adrian Marcel Kumamoto?
Kumamoto_Adreanne: Here!
SFV Room 200B: We got you! Sounded like the, … somebody was stuck in the elevator today. I swear to God. She was screaming, and me and somebody else got to her, finally.
SFV Room 200B: She was freaking out. Cynthia Lager?
Cynthia Llauger: Here, Professor.
SFV Room 200B: Jason McCartian?
Jason Makaryan: I’m here, Professor.
SFV Room 200B: Sabrina Malik Malikhan.
SFV Room 200B: Sabrina Malecon?
SFV Room 200B: Absolutely. Arthur, Ms. Lumion.
SFV Room 200B: Okay.
Arthur Mazloumian: Here.
SFV Room 200B: Thanks. Jana, Masmania today. Here.
SFV Room 200B: Thanks.
SFV Room 200B: Arman, Mirzoyan. Here.
SFV Room 200B: So, dare… Gilani? I got my Zara.
SFV Room 200B: Zara? Yes. Okay, I’ll try to remember to call that.
SFV Room 200B: You know, they have your whole name, which is… I know, it’s very long. …a mile long.
SFV Room 200B: Laura Muradian?
Laura Muradyan: Here.
SFV Room 200B: Sebastian Azar? Here.
SFV Room 200B: Leoni Nazarian? Here.
SFV Room 200B: Elona Nazarian?
Elona Nazaryan: Here.
SFV Room 200B: Armanda Odin?
Amanda Oden : Here.
SFV Room 200B: Masi Oyaga? Oyag? Yeah, Oyaga.
Masie Oyaga: Here.
SFV Room 200B: Alexander… Bogorzyski?
Alex Poberezhskiy: From here.
SFV Room 200B: Sorry.
SFV Room 200B: Jasmine Purzanjani?
Jasmine Pourzanjani: Here, Professor.
SFV Room 200B: Valerie Rubio?
SFV Room 200B: Valerie Marlene Rubio?
SFV Room 200B: Absent.
SFV Room 200B: Savara Safarian?
Sevada Safarian: Here, Professor.
SFV Room 200B: Isabel Solar, Salazar.
Isabel Salazar: Here.
SFV Room 200B: Karina Solazar Maria.
Karia Salazar: Here.
SFV Room 200B: Susie… Sure, Professor Dumion?
SFV Room 200B: Thank you. Carolyn Smith, thanks for saving me.
SFV Room 200B: Yeah, I’m pretty good with Armenian, come on.
SFV Room 200B: Am I right or wrong? You can tell the truth, it’s okay. Yesenia Soria?
Yessenia Soria: Your professor present on Zoom.
SFV Room 200B: Thank you. Annabella Sulahian?
Anabella Sulahian: Here, Professor.
SFV Room 200B: Clarissa… Terazas?
Clarissa Terrazas: Here, Professor.
SFV Room 200B: Daniel… Kuch Lunjian?
Daniel Toukhlandjian: Here, pleasure.
SFV Room 200B: Arthur Waskirchen? Here.
SFV Room 200B: Madonna, you said… Madonna. Madonna. That’s right. Thank you. How did you ruin that name? Come on, Professor.
SFV Room 200B: One negative point for me.
SFV Room 200B: Okay, let’s go to….
Kumamoto_Adreanne: Professor?
SFV Room 200B: Yes?
Kumamoto_Adreanne: This is Adrienne Kumamoto. My Wi-Fi blacked out when you called my name, but I don’t… so I don’t know if you heard me say I was here.
SFV Room 200B: I did not. Actually, I marked you absent, but….
Kumamoto_Adreanne: Yes, I’m here. Oh, actually, no, you know what? I got you afterwards, and I fixed it.
Kumamoto_Adreanne: Okay. Yeah, you’re fine.
SFV Room 200B: You’re fine, you’re welcome.
SFV Room 200B: Okay, so just a couple of things. First of all, you already know this, probably, but…
SFV Room 200B: I just want to make you familiar with a couple of things with your, casebook, okay? So, first of all, when you see these boxes.
SFV Room 200B: Usually, you’ll see a restatement second, or some other reference.
SFV Room 200B: It’s there to just kind of help you with…
SFV Room 200B: you know, what we are focusing on. But more importantly than that, if you flip the page and go to page 2 and 3, right?
SFV Room 200B: Up here, it says, if you look at up here on the left, it says the agreement process.
SFV Room 200B: All the way on top of the page to the agreement process.
SFV Room 200B: On the… on the opposite side, it says, intent to contract or not.
SFV Room 200B: Y’all see that?
SFV Room 200B: That should focus you on the area of law that you’re reading about. So anytime you’re like, what the hell is this? Like, in contracts, it may not be too confusing, but sometimes.
SFV Room 200B: like, when I was in my constitutional law class, because I had such an amazing professor, God bless him.
SFV Room 200B: You know, he was… I mean, he was so good.
SFV Room 200B: Two months into the class, people were asking each other, you know, what subject are we on? Is this really constitutional law that we were reading? But, yeah, I think so. I mean, it could be criminal, I don’t know.
SFV Room 200B: I’m joking, we were not that confused, but very confusing.
SFV Room 200B: And the only thing that could save you, honestly, was this kind of stuff. Like, look at the top of the page and see what the hell you’re studying.
SFV Room 200B: You know, and so, sometimes when you flip pages, and you will see, for example, on page 49 as an example, right?
SFV Room 200B: If you look at page 49, all the way on top, it says indefiniteness.
SFV Room 200B: Now you know we’re talking about contracts that are, you know, they have some indefinite terms.
SFV Room 200B: How does the court treat it?
SFV Room 200B: So if you’re…
SFV Room 200B: Creating your own outline, that’s one way that might help you over and above, you know, the index
SFV Room 200B: And so on and so forth. …
SFV Room 200B: to figure out, you know, exactly where you are and how to draft your outline. Does that make sense? I hope.
SFV Room 200B: That helps, I think. Okay, Lucy versus Zemaire is on. Now, we’re obviously talking about
SFV Room 200B: It says, intent to contract or not, so that’s probably where we are, right? Anyone, any volunteers? And I think I mentioned before, I’ll ask for volunteers every single time. I don’t like to pick on people and…
SFV Room 200B: belittle anyone, I just don’t like to do that. I’ve been a student myself. I’ll ask for volunteers. If nobody volunteers, I’m gonna pick a name. And I will always pick a name by going through this…
SFV Room 200B: like this.
SFV Room 200B: Unless… You’re not prepared.
SFV Room 200B: If you’re not prepared, I’m gonna make you
SFV Room 200B: Draft or a brief two or three cases the following week, until they get tired.
SFV Room 200B: So that you will learn that if you’re not prepared, you’re gonna pay.
SFV Room 200B: And if you’re not prepared, then we’re going to mark you half-absent.
SFV Room 200B: then absent, then I’m going to send you to the dean. That has never happened, but I won’t let you back until you get prepared.
SFV Room 200B: I want to be clear.
SFV Room 200B: Ours, because it’s for your own good.
SFV Room 200B: Interesting.
SFV Room 200B: Okay.
SFV Room 200B: Do we have any volunteers for… we’ll take the chief back there. Chief is right there. So I’ll start with the facts. Lucy and Zimmer were friends, long-time friends, and for a long time, Lucy wanted to buy Zimmer’s farm.
SFV Room 200B: And one night, they were at the bar, restaurant, drinking, having a good time, and as they were drinking, again, Lucy offered to buy Zimmer’s farm for $50,000.
SFV Room 200B: They talked about it, they kept drinking, and then, Zimmer told Lucid that he’s willing to sell the farm. So they drafted a little contract on a piece of receipt. They both signed it. They actually indicated in there that they’ll find,
SFV Room 200B: An escrow company that they’re willing to use to facilitate the process.
SFV Room 200B: Then Zimmer’s wife told Zimmer that, hey, like, you shouldn’t be selling the farm, so he whispered to his wife’s ear that, hey, this is just… I’m just joking, this is not real. But Zimmer had no idea that
SFV Room 200B: I mean, Lucy had no idea that Zimmer was joking. There was no outward expression that he was… this deal was just a joke. They finished the conversation, they both signed, even Lucy… even Zimmer’s wife signed the document because she was a part owner of the, the land.
SFV Room 200B: After they were done, a couple days later, Lucy went to his brother-in-law, they actually came up with the $50,000, went to the escrow company, and showed up with a check to buy the farm, and Zimmer says, no, that was just a joke, I wasn’t really trying to sell my farm.
SFV Room 200B: So, Lucy sued Zimmer for specific performance to compel him to sell the farm for $50,000.
SFV Room 200B: and went up to the court, and the court said that the issue was whether it’s the subjective or the objective expression of the party’s intent. And the court said that it was the outward objective expression of the party’s intent to,
SFV Room 200B: enter into a contract. So it doesn’t matter what you think subjectively, it’s what the third party looking at the situation, you know, can interpret the actual agreement between the two parties. And in this case… You mean the third party, you mean the… an objective… An objective viewer.
SFV Room 200B: in the shoes of the opposing party that is literally here. Yes, yes, yes. So… so there was no indication from… from Zimmer’s part that this was a joke, because Lucy had… everything was legitimate. He thought he was buying the farm, and there was no indication of any… any joke or anything like that. So, he really thought he was buying the farm. He even went to, to his brother-in-law, he got the money, he came up with the $50,000, and went to buy the farm.
SFV Room 200B: And the court upheld Luce’s, side, and, Zimmer had to perform and sell the farm. Thank you.
SFV Room 200B: Great job.
SFV Room 200B: Let me ask you a question.
SFV Room 200B: What do you guys see in the language of an offer?
SFV Room 200B: an actual offer. Do you see any offers? Other than the actual writing?
SFV Room 200B: Do you see any language that… anything… yes? Sorry. Did Lucy make a statement, or… or similar, that sounded like an offer? Lucy made a statement, I bet you won’t sell your farm for $15,000. Okay, and that’s exactly what I was gonna ask.
SFV Room 200B: That’s the question.
SFV Room 200B: I bet you would not sell your farm for $15,000, that’s what you said, right? Yeah. Is that an offer? No, no. Why not?
SFV Room 200B: It’s a state. Why not?
SFV Room 200B: Yes, you are correct. Why not?
SFV Room 200B: I mean, to me, it sounds like a hypothetical question. Sounds like an invitation to an offer, maybe, huh? So, if you’re writing our own briefs, or, I’m sorry, our own outlines.
SFV Room 200B: you might want to put that in there, that that sounds like an invitation, but an offer. If I show up, I just saw someone’s beautiful G-Class
SFV Room 200B: But then I thought, maybe I’ll make an offer. So maybe I’ll go to him tonight and say, I bet you wouldn’t sell that G-Class for $200,000.
SFV Room 200B: Did I make an offer to you? I know. I don’t think so.
SFV Room 200B: It may be an invitation to an offer if you say, I’m definitely willing to sell it to you for $50,000, what have you done?
SFV Room 200B: An intent to be bound?
SFV Room 200B: by certain definite terms, right? It’s one G-Class quantity, which is all we need under the UCC. It’s a good.
SFV Room 200B: And I’m sending it to you. You communicated to me.
SFV Room 200B: If I say, deal, Do you shake my hand?
SFV Room 200B: They don’t have a contract. Whether it’s enforceable or not, we’ll find out later, next semester.
SFV Room 200B: It’s not, but…
SFV Room 200B: But that would be a language of an offer. So the… I looked for an offer. In fact, believe it or not, even though I’ve been teaching this class for 10 years, I still look over these cases the night before.
SFV Room 200B: Sometimes. And I said, let me find a language, and I had a hard time finding it.
SFV Room 200B: That, to me, sounded like an invitation to an offer, and of course, he goes on and on, but something else you said which was important.
SFV Room 200B: And you said it correctly. Zemer whispered in his wife’s ear.
SFV Room 200B: And these two idiots testified about it, that I whispered in her ear, so the Lucy doesn’t hear me.
SFV Room 200B: I mean, clearly, you’re trying to hide the fact that this is a joke, right? And then you say, oh, it was a joke, I mean, she should have known, or he should have known, come on.
SFV Room 200B: Right? The fact that they testified about it. So, bad lawyering, I think, honestly. Bad lawyering. You should prepare your clients in advance before they testify.
SFV Room 200B: Right?
SFV Room 200B: Maybe they should have testified a little better, like, you know, right there, I said it’s a joke!
SFV Room 200B: But that didn’t happen.
SFV Room 200B: So that’s on page 3 and 4. There was something else that I wanted to mention. Even though many professors say this case did not deal with the… deal with the intoxication, I thought that is not necessarily true. I think the court said.
SFV Room 200B: Lucy asked Zemare.
SFV Room 200B: to drive him back, is Lucy a man or a woman? I don’t know. A man or a man.
SFV Room 200B: Lucy asked Zamir to give him a ride back home, right? So clearly, Lucy didn’t think that Zamir is intoxicated, otherwise he wouldn’t ask for a ride, right? They had a discussion for about 40 minutes, they go back and forth, there’s discussions between all of them. So the court thinks that
SFV Room 200B: He wasn’t intoxicated enough.
SFV Room 200B: So that he had no idea what the hell he was doing, right? What he was bargaining for.
SFV Room 200B: And, here, on top of page 3,
SFV Room 200B: In his testimony, Zemer claimed that he was high as a Georgia pine, and that the transaction was just a bunch of too dark, drunk
SFV Room 200B: bluffing to see who could talk a bigger… the bigger and say the most. That claim is inconsistent, the court says, with his attempt to testify in great detail as to what was said and what was done. So the court is like, well, you seem to remember a whole lot.
SFV Room 200B: Right? And, you know. … Makes… make sense?
SFV Room 200B: My client today was telling me I was doing a DM here, and he was, pulled over by Beverly Hills Police. He claimed that he was not drunk. At all.
SFV Room 200B: But he couldn’t even remember his own name. They asked him four times. He’s like, … Sir, what is your name? I’m like, well, that doesn’t look good at all. That looks very bad.
SFV Room 200B: So I move to, you know, try to suppress that evidence from coming in unsuccessfully for now. Yes, ma’am? Plus, if it’s a… if it’s a joke, why would you put it on? No. Exactly. No question about it. Yeah. I mean, that would be suicide, right? Yeah. No question about it. In fact.
SFV Room 200B: Zemer was approached, as you said, and, you know, by the way, most students miss that.
SFV Room 200B: Clearly, you have read the case.
SFV Room 200B: most students miss the fact that Lucy had tried before. Definitely knew what the hell was going on. This was not a, oh, I just found him in a bar and I wanted to play games with him. No, no, this was going on for a pretty long time, right?
SFV Room 200B: And so, yeah, and in fact, the casebook has the actual note here on page 3 for all of us to see.
SFV Room 200B: Let me see if I want to add something else. … …
SFV Room 200B: Okay, so, middle of page 2 says, W.O. Lucy, a lumberman and former, thus testified. By the way, these people are, especially Lucy, if you notice.
SFV Room 200B: These people are farmers. They’re not sophisticated lawyers coming up with, you know… stories… you know, and…
SFV Room 200B: Thus testified in substance 7 or 8 years ago, he had offered Zemare $20,000.
SFV Room 200B: And of course, I put a question mark next to the term offer by saying, I bet you wouldn’t take $50,000 for that place. He replied, yes, I would too. I would say that that potentially may be an offer, because he’s responding to an invitation to an offer.
SFV Room 200B: Many times, and this is something you may want to add in your notes, many times, if you’re responding to an invitation to an offer.
SFV Room 200B: The language, even though it may not necessarily exactly sound like an offer, may be interpreted by a reasonable person as an offer, right? I don’t think you would take $20,000 for your car, would you? And you say, yes, I would.
SFV Room 200B: Most people would say, well, you just made an offer to me.
SFV Room 200B: Right?
SFV Room 200B: And all I have to do is what? Say, I accept.
SFV Room 200B: Okay, Yeah, they dropped it in, they both signed it, as you mentioned.
SFV Room 200B: … The court says.
SFV Room 200B: When Lucy left the restaurant, she suggested that Zemer drive him home. The record is convincing that Zemer was not intoxicated.
SFV Room 200B: To the extent of being unable to comprehend the nature and consequence of the instrument executed. Now, cops know that language.
SFV Room 200B: It’s time for all of us to pick it up, which is that he wasn’t so intoxicated not to understand the nature and consequences of what he was doing, right?
SFV Room 200B: So, you may want to put that in your notes. That’s… that’s a… that’s a lawyer way of saying he knew what he was doing. He also drove back, so… He drove back? He drove back. Okay, I forgot that part. There you go, see? And now he wants to come and say, oh, you know, Georgia Pine, B.S.
SFV Room 200B: It was fun. Okay. …
SFV Room 200B: The evidence that the court, …
SFV Room 200B: considered is on top of page 4. I’m not going to read the whole paragraph, but it would be the first page of page 4 is the evidence that the court basically considered. The second paragraph on page 4, the court basically says, even if it was a joke, what would a reasonable person think? And the court says.
SFV Room 200B: if it be assumed, contrary to what we think the evidence shows, meaning they don’t… the court clearly doesn’t believe Zemair.
SFV Room 200B: that Zemare was just jesting about selling his phone to Lucy, and that the transaction was intended for him to be… by him to be a joke. Nevertheless, the evidence shows that Lucy did not so understand it to be, considered
SFV Room 200B: it to be a serious business transaction, and the contract to be binding on Zemair, as well as on himself.
SFV Room 200B: Okay? Then the court talks about the reasonable person on paragraph 3. Objective manifestation is on paragraph 4. On page 4, the court says, in the field of contract.
SFV Room 200B: In the field of contract, as generally elsewhere, we must look to the outward expression of a person as manifesting his intention, rather than his secret and unexpressed intention. I mean, isn’t that a beautiful language to maybe add to your notes, right?
SFV Room 200B: If the law encloses on a person an intention, corresponding to a reasonable meaning of his words and acts.
SFV Room 200B: You lived, right? Excellent job.
SFV Room 200B: See, what did he achieve?
SFV Room 200B: Yes, sir. I don’t know…
SFV Room 200B: Would this, like, paint to Zimmer, like, in a worse picture, too? Like, besides him, obviously, they find out he’s not as intoxicated, but previously, this isn’t his first time, like, backing out of a deal as well, because previously, it was, like, a verbal contract only. They didn’t write anything down, but he had… I would. I don’t know if the court necessarily said, oh, you know, that shows you’re a dishonest person, you know, so… It’s like a second time I’m gonna get it. But yeah, I’m pretty sure the court thought about it. And would that play a part?
SFV Room 200B: That kind of stuff. Sure.
SFV Room 200B: It’s very positive. Any questions before we move on?
SFV Room 200B: Is everybody clear on this one? Okay, … Let’s go there.
SFV Room 200B: If there’s no questions, let’s go to, Belfer versus Belfer.
Daniel Toukhlandjian: Those are cool.
SFV Room 200B: Again, we’re talking about intent to contract. Not intent to enter into an agreement, no. Entering into a contract.
SFV Room 200B: Anyone wants to take this case? Yes, sir? Please. Okay, so Mr. Balfour agreed to pay Ms. Balfour 30 British pounds every month for support when he returned from Newland after his leave ended.
SFV Room 200B: But, Ms. Balfour, who was suffering from arthritis, decided to stay a few months longer.
SFV Room 200B: They later developed differences and agreed to live apart, which then, … she later sued Mr. Balfour and obtained an order for alimony. In the present suit, she sued him for money she claimed to be due under his agreement to send her 30 British pounds every month.
SFV Room 200B: And then the issue that the found was, well, Mr. Balford lost at trial court, and then appealed at the appellate court.
SFV Room 200B: And the issue was, are arrangements between a husband and wife considered a contract?
SFV Room 200B: And there was arrangements between spouses that did not intend to be attended by legal consequences if the agreement is ever broken, are not considered contracts and cannot be sued upon.
SFV Room 200B: Excellent, excellent. So, obviously, this is a just very narrow issue, and it’s only trying to give us some policy reasons in which the court, even though the parties have, in fact, entered into an agreement.
SFV Room 200B: It is not an enforceable agreement, because the courts say, hey, for policy reasons, what the hell? If you’re living with your spouse, and you’re living amicably.
SFV Room 200B: Right? There was no divorce decree, there was no order, there was nothing. Right? He says, I’ll support you. Does he think that he’s gonna end up in court with that statement? No.
SFV Room 200B: Right? We say many things to our spouse. Doesn’t mean that they have to… can take us to court with it.
SFV Room 200B: Right? So, the court says, basically, again, a very narrow issue. Do the parties intend to exclude legal consequences in cases involving three factors? One is that the parties are husband and wife, as you correctly mentioned.
SFV Room 200B: The other is that they are living together amicably, as I… and you both mentioned, and their agreement relates to wife’s support. And the court says, yeah, for policy reasons, we want to allow
SFV Room 200B: these things to play out in court. Can you imagine how many thousands or maybe millions of lawsuits will be, I mean.
SFV Room 200B: Oh, you came late? What were you doing? I was paying off. I’m suing you for what you said last week. You…
SFV Room 200B: You know, it never ends. So, it’s not just policy reasons, but truthfully, it’s actually a floodgate of litigation that the court’s trying to prevent, right? Like, we won’t allow everybody to just be suing for everything. No, thank you.
SFV Room 200B: Right?
SFV Room 200B: Okay, excellent job, thank you. Any questions about that case before we move on?
Daniel Toukhlandjian: Am I going too fast?
SFV Room 200B: Is anybody lost, confused, concerned?
Daniel Toukhlandjian: I’ve got a quick question.
SFV Room 200B: sharing, texting. I don’t feel bad, trust me. You can just say, slow down. Yes, sir? On Zoom, is there a question or a comment?
Daniel Toukhlandjian: Yes, quick question. The…
Daniel Toukhlandjian: backpedaling really quick offer you had said was, … it was the intent to be bound by certain definite… I’m sorry, it was the look at the outward manifestation rather than internal expression, is that what you said, Professor? I’m sorry.
SFV Room 200B: If you’re talking about whether… if you want to ascertain whether or not the… the person that was making a statement was, …
SFV Room 200B: making a jest, statement in jest, or actually was making a statement that could be construed as an offer, I said, yeah, you look for the outward manifestation of either act.
SFV Room 200B: And or statement by that individual to ascertain whether or not
SFV Room 200B: That, sounds like an offer or acceptance.
SFV Room 200B: Or it may sound like a rejection, counteroffer, so you just literally look to, what was the communication? The whole communication, right?
SFV Room 200B: I hope I’ve answered your question. Ms. Odin, we don’t have your entire face on camera. As you already know, if I don’t do see that, I have to mark you absent. Thank you for correcting that.
SFV Room 200B: That goes for everybody. Please make sure your face is on camera, because I tell you, I’m not the only one monitoring the Zoom thingy, and I’m not kidding. They’re monitoring it from up front, so even if I mark somebody present, they may mark you absent.
SFV Room 200B: And then they will notify me, and I’m not gonna tell them, no, you’re wrong.
SFV Room 200B: it goes to administration, then you’re going to contact me, and I say, I’m sorry, it’s out of my hands, I can’t do anything. As you remember, the dean, I think it was the dean or… yeah, associate dean Zant said, it’s a state bar rule. We can’t overrule the state bar rule.
SFV Room 200B: Right? It’s what they say.
SFV Room 200B: Okay, any other questions before we go to Texaco?
SFV Room 200B: No questions? Oh!
SFV Room 200B: …
SFV Room 200B: So, this… this one has to do with memorandum, you know, and whether this is supposed to be… should the parties be, bound by the terms of an agreement?
SFV Room 200B: Even though, you know, they were supposed to reduce it to a writing.
SFV Room 200B: Anyone wants to do Texco versus Penzoy.
SFV Room 200B: See, I don’t see that many, volunteers suddenly jumping up and down.
Cesar Gonzalez: Pleasure.
SFV Room 200B: on Zoom.
SFV Room 200B: somebody on Zoom is volunteering?
Frantz Biamby: Yeah, I’ll do it.
SFV Room 200B: May I please have your name?
Frantz Biamby: Did somebody else want to do it?
SFV Room 200B: It’s yours, sir. Go ahead.
Frantz Biamby: Alright, Franz. Franz, Bianca.
SFV Room 200B: Thank you, sir.
Frantz Biamby: So, Pennzoil, which is the defendant, made a public offer to buy a controlling share of Getty Oil Company.
Frantz Biamby: stock, and the alternative pencil entered into an agreement with two shareholders of Getty, signing a memorandum of agreement that was subject to the approval of Getty’s board of directors.
Frantz Biamby: The memo was presented to the board. The board decided that it would not recommend the public tender to the shareholders, and also rejected Penzhall’s agreement with the two primary shareholders.
Frantz Biamby: The board made a counteroffer that was rejected by Pennzoil, and Getty then began soliciting bids from other companies. At the next board meeting, with no definite bids by other companies, the board made a second counteroffer to Pennzoil.
Frantz Biamby: Pennzoil accepted, and Getty and Pennzoil both drafted and issued press releases.
Frantz Biamby: Pennzoil’s lawyers began drafting the formal agreement. The Wall Street Journal reported on the Getty-Pennzoil agreement. The Pennzoil board met regarding the agreement, and Pennzoil’s lawyers were in contract… were in contact with Getty regarding the agreement.
Frantz Biamby: which Getty continued soliciting bids from other companies. Texaco, having talked with Getty, held in-house meetings, researched Getty, and hired an investment banker to represent it in the possible acquisition of Getty.
Frantz Biamby: Texaco’s board voted to make an offer. Texaco met with the two primary shareholders of Getty, who both agreed to sell their shares to Texaco.
Frantz Biamby: Getty then held a board meeting and voted to withdraw its counteroffer to Pennzoil and therefore accept Texaco’s offer. Texaco issued a press release regarding its agreement with Getty. Pennzoil contacted Getty and demanded that they honor their agreement.
Frantz Biamby: And Getty entered into an agreement with Texaco. Getty filed suit for declaratory judgment that it was not required to honor the Pennzoil contract, which the trial court awarded Pennzoil damages for Texaco’s tortious interference with the contract, and Texaco appealed
Frantz Biamby: to the Court of Appeals of Texas. And for my issue, I have whether or not someone interfering… no, whether or not someone can interfere with the contract between two parties, be held liable for causing the breach of that contract.
Frantz Biamby: And also, whether a party can be bound by an agreement that is not reduced to writing. And in the holding, it was found that, yes, in an action for torturous interference with the contract.
Frantz Biamby: A defendant must have known that a contract existed. However, it is not required to know all the terms of the agreement. Knowledge of the contract exists if the facts surrounding the contract are known, even if the legal significance of those facts is not known.
Frantz Biamby: Whether the requisite knowledge exists is a factual issue and may be proven through circumstantial evidence.
SFV Room 200B: Okay, excellent. Yes, sir, please.
Frantz Biamby: Yeah, and also they found that an enforceable contract does exist… does not exist when there is no intent to be bound until and unless the agreement is in writing and signed by both parties. However, if the parties do not have an understanding.
Frantz Biamby: That a sign writing is necessary, then the…
Frantz Biamby: And formal agreement is binding even if the parties expect to complete a formal document to memorialize it.
SFV Room 200B: Very good, very good. One thing that stands out here, it says on page 7, middle of the page.
SFV Room 200B: This is the third full paragraph. It says the Memorandum of Agreement stated that it was subject to approval.
SFV Room 200B: Subject to approval of the Board of Getty Oil.
SFV Room 200B: By the way, Getty is, … Fascinating person.
SFV Room 200B: If you ever get a chance to go on YouTube or something, The Men Who Made America, I think it’s called the series. The Men Who Built America. The Men Who Built America.
SFV Room 200B: This is one of them.
SFV Room 200B: I mean, insane. There were… back then, you could do whatever you wanted. Like, you could take over, take over… you know, buy the whole railroad, and buy all the banks, and everything you wanted, if you had the money.
SFV Room 200B: You know, there was… there was nothing to stop you.
SFV Room 200B: And so, anyway, so subject to… what does that mean?
SFV Room 200B: conditioned on….
Frantz Biamby: younger condition.
SFV Room 200B: Yeah, there’s a condition here that says, this is a condition subject to, so… so I say, I would love to buy that car, subject to my wife approving.
SFV Room 200B: will never happen, you know? So, Texaco considers the issue of whether the parties intended to, formal writing as a convenient,
SFV Room 200B: Memorialization of their agreement.
SFV Room 200B: The court looked at… these are my notes. The case applies four criteria to the issue. Number one, express reservation. There appears to be express reservation here.
SFV Room 200B: Number two, partial performance.
SFV Room 200B: So even if there was express reservation, and I want you to…
SFV Room 200B: take this statement down. Even if there is express reservation, subsequent conduct of the parties may bound them.
SFV Room 200B: To the original agreement.
SFV Room 200B: So you may say, oh, the board has to approve, but if Getty Oil proceeds to act on the contract.
SFV Room 200B: They may have ratified Understood?
SFV Room 200B: Regardless of the fact that, oh, the board has to approve, yes, and then I’ll go yes.
SFV Room 200B: Is the ratification you’re talking about that…
SFV Room 200B: They published the memorandum, basically? Potentially. This is for you guys to argue, but you look at the subsequent conduct of both parties, you see, what did they do? Did they act consistent with the agreement, or did they act inconsistent with the agreement, or at least neutral? Right? Yes, sir. Sure. I said the case applies
SFV Room 200B: four criteria to the issue of whether or not this writing is intended to be the, you know, make a contract, or there’s no contract without it. I said the first one is express reservation. In other words, expressly it says.
SFV Room 200B: that it’s subject to the approval of the board, right? Number two was partial performance. And what I said about partial performance was that
SFV Room 200B: Subsequent to entering into this memorandum of agreement.
SFV Room 200B: That, hey, you know, the board has to approve, and then we have to write a formal, final, you know, whatever. Did the parties…
SFV Room 200B: Acts as though there was an enforceable contract.
SFV Room 200B: Right?
SFV Room 200B: So, let’s say, let’s say… …
SFV Room 200B: For those of you who do PR. I’m talking to the adjuster on the phone, and I go, hey, listen, if you give me $50,000, we’ll call it a day, man, we’re done. And he goes, okay, I accept.
SFV Room 200B: There’s no release sent to me, right? There’s no release sent to me. But they sent a $50,000 check.
SFV Room 200B: And I cashed the chat.
SFV Room 200B: And, and I, you know…
SFV Room 200B: move to pay my client, and pay the physicians, and so on and so forth. Could they… technically, could they argue that even though there is no release, the caching of the check.
SFV Room 200B: means that I’ve accepted the terms of a contract that we entered into orally. I would say, most courts would say, hell yeah! Why the hell did you cash the check if there was no agreement? Boy, you just saw money?
SFV Room 200B: And then 6 months later, they’ll ask for their signed release. Yes, that happens. Doesn’t it happen? I go all the time. It happens to me. And I’m like, dude, you’re wasting my time. Yep. Yes.
Kumamoto_Adreanne: This was hard.
SFV Room 200B: This was hard.
SFV Room 200B: One moment on Zoom, one moment. Yes, sir. I’ve seen, checks… I used to work at the bank, I’ve seen checks like that, where it’s like, oh, we want to buy your home or something, they send it in the mail, random mail, and this whole lady was trying to cash it, and I was trying to explain it to her, not cash, but like, you know, deposit whatever, and I was trying to explain to them, like, oh, if you take these funds and put it in your account, most likely they’ll flag it on their end, and then that might create some legal dispute about them owning your property. Potentially, I don’t know.
SFV Room 200B: that’s seen, you know, I’ve never seen any of those checks cashed, but if it does, God knows what
SFV Room 200B: that might mean. You know, you read this stuff, you understood it, and, you know… On Zoom, was there a question?
Kumamoto_Adreanne: It was more or less a question. It was just… it was a little bit difficult for me to accept
Kumamoto_Adreanne: this… because they did express reservation throughout to me, because the attorney from Getty was constantly, you know, seeking bids that were higher.
Kumamoto_Adreanne: And, you know, and I feel like they put safety nets in the press release to say, not necessarily that they were soliciting additional bids, but it wasn’t quite final.
Kumamoto_Adreanne: So, to me, they outwardly expressed reservations the whole time that weren’t referenced and aren’t addressed.
SFV Room 200B: Let me tell you my two cents of why this happened. And my two cents doesn’t come because I’m making a guess. It’s because I’ve been doing this for 27 years.
SFV Room 200B: Texas courts are very different from New York courts.
SFV Room 200B: the Texas court applied the New York law.
SFV Room 200B: But in Texas, what the jury says goes.
SFV Room 200B: So if the jury says, hang him, they’ll hang you.
SFV Room 200B: How is it? And this is not something that I ask any contract lawyer, they’ll…
SFV Room 200B: professor, they’ll tell you the same, I think they’ll say the same thing. In Texas, and that’s why there’s confusion, I get the confusion.
SFV Room 200B: In Texas, they go with what the jury said, and that’s… so, literally, when we researched it, we, meaning three professors, came to the conclusion that if New York court would have applied New York law, the outcome would have been different.
SFV Room 200B: But in Texas, hey, the jury spoke!
SFV Room 200B: That’s the way it is, that’s how it’s gonna be.
SFV Room 200B: They support the jury’s decision.
SFV Room 200B: Okay. Oh, sorry, go ahead. No, no, no, please. So when we say express reservation, it means, like, agreeing to something, but there’s, like, there’s conditions. Yes. Yes.
SFV Room 200B: subject to the approval means… and by the way, you probably, again, for those of you who have done PI,
SFV Room 200B: if you’ve sued the city of Los Angeles, for example, right, or County of LA, you know, I sued the county of LA on behalf of a sheriff deputy. He wasn’t a sheriff deputy at the time. He was a…
SFV Room 200B: Supervising social worker at the top.
SFV Room 200B: And he was falsely accused and fight.
SFV Room 200B: So I sued the county.
SFV Room 200B: For a million dollars.
SFV Room 200B: Three, four months after that, he… as the case was going on.
SFV Room 200B: He applied for the sheriff, the sheriff hired him, but they said, you have to fix this issue, because it says you were fired.
SFV Room 200B: That’s bad. You gotta fix this. But we love you, wanna keep you, wanna, you know, bring you on board. Thank you to the Academy, so on and so forth. And I had… I had a… I had a big…
SFV Room 200B: I had a big issue with this. So what I did was, I literally, in the middle of negotiations.
SFV Room 200B: I said, I’ll take $50,000 less. I’m not kidding. $50,000 less than what we want. If we can resolve this, this was during mediation.
SFV Room 200B: If I can resolve this now, because my client literally is about to get hired by the sheriff. This is hanging on his hand.
SFV Room 200B: And I want this, you know, gone. I don’t recall all the facts, but I think if he had not joined by a certain time, then it was too late or something. I don’t know. Whatever. …
SFV Room 200B: But when the county agreed, it was subject to the stupid board of
SFV Room 200B: whatever, supervisors is it? Yeah. The county board of supervisors that I love so much? Garbage. Exactly. It’s beyond garbage. There’s lost cause. They have to approve this settlement.
SFV Room 200B: So… Technically, yeah, we had a memorandum of our understanding. We signed the actual deal. We signed a contract.
SFV Room 200B: But it said in there, subject to the approval of the Board of Supervisors, and they approved.
SFV Room 200B: You know, we actually had to go to a meeting.
SFV Room 200B: And I told my client not to show up, because, you know, there’s often cameras and stuff out there, and I’m like, I don’t want them to show your face, you want to be a deputy, just keep out of it. I’ll take care of this.
SFV Room 200B: Anyway, so, let me move on and tell you… I want to read to you a couple of pages, okay, if I may. Especially if…
SFV Room 200B: Some of you, justifiably, may be a bit confused. I want to read a little bit from the case, and I’m sorry for reading a lot from
SFV Room 200B: the case, but sometimes it’s necessary. Page 9, second full paragraph. Under New York law, if parties do not intend to be bound to an agreement until it is reduced to writing and signed by both parties, then there is no contract until that event occurs. That’s New York law.
SFV Room 200B: If there is no understanding that a signed writing is necessary before the parties will be bound, and the parties have agreed upon all substantial terms, as I mentioned in my lecture, not all terms, just substantial terms.
SFV Room 200B: Then an informal agreement can be binding, even though the parties contemplate evidencing the agreement in a formal document later. In other words, if it’s not conditioned upon, the fact that they say, we’re just going to reduce it to a writing later, that doesn’t necessarily mean anything.
SFV Room 200B: Right? If there is, in fact, a contract, it’s a contract.
SFV Room 200B: Hi.
SFV Room 200B: Okay, on footnotes, footnotes 1 and footnote 3, Footnote 1 says an agreement may be an oral, it may be written, or it may be partly written and partly oral.
SFV Room 200B: where an agreement is fully or partially in writing. The law provides that persons may bind themselves to that agreement, even though they did not sign it where their assent is otherwise indicated. In other words.
SFV Room 200B: their actions afterwards. You may not have signed the contract.
SFV Room 200B: by me cashing that $50,000 check, I may have agreed to that release regardless of whether I signed it or not, right? Or my client signed it, right?
SFV Room 200B: That one is a little more difficult, because, by the way, I’ve seen those cases litigated in court, where the client sued his own lawyer, or her own lawyer, saying that the lawyer cashed a check without cleaning up the client, and the client never signed the release.
SFV Room 200B: So, if in your law firm, for some strange reason.
SFV Room 200B: You have, in your retainer agreement, authorization from your client to sign the release for your client? You’re crazy.
SFV Room 200B: Don’t ever do that. You get the client to sign the release, no matter what.
Frantz Biamby: Professor?
SFV Room 200B: Unless you want trouble. Yes. On Zoom.
Frantz Biamby: Yeah, I wanted to ask you, so, because this case has a lot of information, I wanted to make sure. So, …
Frantz Biamby: even if there was… even if it was based on a condition, like, of a signature, it doesn’t matter. The contract is enforceable because of the outward expression of the parties. Is that what…
Frantz Biamby: I’m supposed.
SFV Room 200B: No, that… no, I’m sorry, I don’t… I… I don’t think that that is a correct statement of, of…
SFV Room 200B: what I try to convey. So let me see if I can make it a little more clear.
SFV Room 200B: If there is, in fact, an agreement between the parties, that may be an enforceable agreement, so maybe a contract.
SFV Room 200B: But the contract, the parties agree that, hey, listen, we have to reduce this tool writing at a later time, and they never do, or maybe they never sign.
SFV Room 200B: Nevertheless, that contract, that original oral contract, may be enforceable by the party’s subsequent actions, is what I was trying to tell you, okay? Unless…
SFV Room 200B: unless the memorandum says that it’s subject to the approval or subject to a formal writing. Subject to means there’s no agreement until we enter into this formal
SFV Room 200B: Right, right?
SFV Room 200B: And there’s a name for it, I don’t want to confuse anybody, that we will learn next semester, maybe at the end of this semester, I don’t know.
SFV Room 200B: But… but that’s pretty much what I was trying to say, is that not only we looked at the signature and the written document, but we looked to the conduct of the parties. What did they do? Did they enter into an agreement to deliver 50 laptops? Did they actually deliver the 50 laptops? And did the other party pay for them?
SFV Room 200B: If it’s… if it was shipped and received and paid for, hey, there’s a contract for sure.
SFV Room 200B: Right?
SFV Room 200B: There’s a contract for sure. And you will see that there is actually a UCC in that regard. There is actually a UCC rule in that regard.
Frantz Biamby: Got it. Okay.
SFV Room 200B: That’s… you’re welcome, sir. Yes, sir. So, let’s just say there’s a contract, and then there’s, …
SFV Room 200B: They never have… they never really sign it, so then it’s not enforceable, but then they perform anyway. Could you then say there was a contract? No, I would say there is a contract, that’s what I was just saying. Oh. Yeah. Even if… let’s say, you and I enter into an agreement, right, that I will represent you.
SFV Room 200B: Right? Subject to the approval of my entire law firm.
SFV Room 200B: Never happens, but let’s just say, right? Nevertheless, you pay me.
SFV Room 200B: We take the check, we deposit it in our law firm, and I represent you.
SFV Room 200B: The subsequent conduct of me and you clearly shows that we had an agreement. Otherwise, why the hell would you give me a check, and why would I represent you otherwise?
SFV Room 200B: Of course, in real life, you don’t do that without a retainer, right? That’s suicide.
SFV Room 200B: Unless you want to be before the state law.
SFV Room 200B: Okay, so let’s see, … The press release. The press release does refer to an agreement in principle.
SFV Room 200B: and states that the transaction is subject to execution of a definitive merger agreement. But the release as a whole is worded in indicative terms, not in subjective or hypothetical ones. The press release describes what shareholders will receive
SFV Room 200B: what Pennzoil will contribute, and that Pennzoil will be granted an option. So, again, if you want to go with what the jury said, you’ll find something, right?
SFV Room 200B: That’s the beauty of doing law. If you’re a judge, you can always find something and go your way.
SFV Room 200B: It’s true! And for those… for anybody, any scholar, any professor, any lawyer that tells you courts don’t make law, tell them Professor Cates said bullshit.
SFV Room 200B: Because it’s totally false. They sure do make law.
SFV Room 200B: If you challenge me on that, I’ll bring a hundred.
SFV Room 200B: Cases. In 5 minutes.
SFV Room 200B: Where they made law.
SFV Room 200B: They say they don’t. They call it an interpretation of… of whatever the statute or the… or the, Constitution.
SFV Room 200B: But if they want to make law, they sure can. Who’s going to stop?
SFV Room 200B: Booking.
SFV Room 200B: The… if you want to see the factors that the court considered, because it was such a controversial case, by the way, this one, it’s for number one reason why this is still in this book, and number two, why you see so many pages on it, is because the court goes on and on and on, and explains why they got to where they got to. Okay.
SFV Room 200B: Any questions before we go to the problems?
Ruben Hunanyan: Yes, Professor. Yes? You were saying earlier about the four criteria, expressed reservation, partial performance, and then 3 and 4?
SFV Room 200B: Second four, anything left to negotiate is number 3. Anything left to negotiate?
SFV Room 200B: So, you want to see if the parties left anything to negotiate later, which may be a substantial term.
SFV Room 200B: Right?
SFV Room 200B: Like, for example, remember I, in my lecture, I think it was week one, I mentioned, sometimes we say, agree to agree.
SFV Room 200B: There’s never a contract if you agree to agree on a price. So, for example, although I mentioned that the… under the UCC, price is a reasonable price
SFV Room 200B: for your G-agion, right?
SFV Room 200B: If you and I said we have to agree on a price at a later time, There’s no agreement!
SFV Room 200B: There is not going to be a reasonable price, because we specifically said we have to agree. If we had left it blank.
SFV Room 200B: Everybody with me? Then the UCC gap filler rule would jump in and fix the problem. Understood?
SFV Room 200B: Okay, very good. And number 4 was agreement is usually written. So the court looks to see if these type of agreements are usually written.
SFV Room 200B: For example, releases.
SFV Room 200B: That I just mentioned. Usually written. If you buy a car from a dealer, have you ever bought a car from a dealer where you just paid cash and you just walked out? I don’t think so.
SFV Room 200B: usually there is a writing group involved, right? There is an exchange of, you know, sign here, sign here, sign here, so the court will look to see, you know, so if you say we did not have a contract, or the dealer says we did not have a contract, one of the factors the court would look at is whether or not
SFV Room 200B: Usually, dealer would reduce such an agreement into a writing, should they do? I mean, unless they’re shady and they’re, you know, washing money, but the truth is.
SFV Room 200B: they would ask for writing. So it’s an important factor the court would look into. Yes. These four things, the express reservation, partial performance, and the left to negotiate, and usually written fees were what, again? These are the criterias that the court used to determine whether or not
SFV Room 200B: The written agreement was a necessary element of entering into a contract.
Ruben Hunanyan: Could you say that again?
SFV Room 200B: Yes.
SFV Room 200B: The case applied four criteria to the issue of, basically, whether or not a writing is… a formal writing was necessary
SFV Room 200B: For the contract to be formed.
SFV Room 200B: And the court said, number one, express reservation, which is literally number one, because, I mean, if you make a res… you say, listen, subject to the approval of, you’re making an express reservation, right?
SFV Room 200B: Number two, partial performance. The court will see, did anybody perform? Did anybody perform any part of this contract? Because that may take it out of
SFV Room 200B: the requirement of a writing, right? Because of partial performance.
SFV Room 200B: Number 3, anything left to negotiate.
SFV Room 200B: Anything left to negotiate, the court will see if there were any substantial or important terms that were left to be negotiated at a later time.
SFV Room 200B: That would be an important factor, because that will tell you that, oh, maybe we didn’t have a real contract, right?
SFV Room 200B: And we had a, maybe, memorandum to a contract, but we didn’t really have a contract. And number four, the agreement is usually written. Those are, I believe, they appear on pages, …
SFV Room 200B: I think 12 to… 13.
SFV Room 200B: But I just… I summarized it for you. Yes. So, quick question. The knowledgeable breach by Boise, that attorney they had… One more time, sorry. The knowledgeable breach, that they’ve kind of factored in at towards, like, the second, … Knowledgeable breach? Yeah, the knowledgeable breach of contract by…
SFV Room 200B: I think in the later parts of the case, they were also saying there was knowledgeable breach, because there was intent to be… There was a knowing breach, you mean? Yeah, knowing breach by the Boise guy, in the case.
SFV Room 200B: Because he knew there was intent to be bound by those two original parties, but he still went ahead and entertained new offers. So there was kind of, like, collusion. Would that be a sub-issue?
SFV Room 200B: You would usually not see that, because I gotta tell you, honestly, that is a tort cause of action. Interference with business advantages, if we have it in California. That’s a tort cause of action. You would not see that in contract class. The torture interference? Yeah. Okay. Yes, it’s literally a tort, and I don’t believe they even teach that in tort.
SFV Room 200B: Yeah, it was just… it was in the case, so I just… When you come out of law school and you want to sue somebody who, you know, ruined somebody’s contractual business with someone else, then you bring one of those. I remember a lawyer was sued, because the lawyer
SFV Room 200B: Was sending…
SFV Room 200B: the lawyer was sending somebody or a group of people, to tag billboards of another lawyer that he was in competition with. And I’m not kidding, I swear to God. So when finally one of these guys got caught.
SFV Room 200B: the police got a confession. Oh, you know, so-and-so paid me, and I’ve been his client, a long-time client. In fact, my rap sheet is all taken care of by this guy.
SFV Room 200B: So, yeah, so they arrested the other lawyer, and then the lawyer that was the victim sued for torture. He was trying to find something other than, you know, damage to chattel and, you know, money damages and so on and so forth.
SFV Room 200B: Yeah, he got $18 million judgment, $18 million, I think 14 or 15 million of it was punitive damages against the other lawyers. Well, the lawyer, the other lawyer was this part, quarterly this part, so… Partly this part. Yeah, and he was on drugs.
SFV Room 200B: I mean, poor guy. The lawyer was on drugs? Yes, the lawyer was totally on drugs. After that, I’m sure. I had a deposition with him once. I don’t want to bore you with it, but… Oh, this is LA. Yes, this is LA, absolutely. He was doing civil as well. I was suing… I was suing a…
SFV Room 200B: somebody, let’s just say a business owner, who asked my client, who was his employee, to come to his house because he had headache. When she shows up, he touches her inappropriately several times, and she starts crying, and he says.
SFV Room 200B: You get used to it.
SFV Room 200B: Oh, Jesus Christ! So I sued. I mean, I’m sorry to say, but he was real, he was a major, you know, a-hole. So we go to deposition. He’s taking my client’s deposition. The first sentence out of his mouth is, how is your diarrhea today?
SFV Room 200B: Not to who? To my client. Oh my god. He started with that sentence, because he said, you had said that you… your medical record shows that you’re having medical issues. I wanted to find out, and he didn’t mention that at the time. He only mentioned it after…
SFV Room 200B: So he started with that sentence, then 15, 20 minutes, oh, the girl that was sitting next to him was a brand new lawyer, she started crying. Like, she literally started crying, she left the room. Working for him.
SFV Room 200B: And she called me, like, a year after, or two years after, he said, I left the firm, he’s such an asshole, and I felt so bad for your client. I said, don’t worry, do you know what happened? He said… she said, no. I said, oh, he was this bored. And I said, thank God you left, because I felt sorry for you. I’ve seen that happen a lot, by the way. If you’re a rookie, they get you involved.
SFV Room 200B: put something you don’t want to get involved, the next thing you know, the State Bar will come after both of you, and then you’re screwed. They don’t give a shit.
SFV Room 200B: They don’t care. You always have to watch your back. You work for a firm, where’s your goddamn malpractice insurance? Oh, it’s not here? Bye-bye.
SFV Room 200B: I’m not kidding. Leave!
SFV Room 200B: They don’t care.
SFV Room 200B: I show you thousands of lawyers that don’t… I’ve been doing this for too long.
SFV Room 200B: My own boss did it, I loved him, but he did it to me. Oh. I’ll tell you that story, another story, that I didn’t sleep for a year and a half.
SFV Room 200B: But anyway, so during deposition, 10 minutes into the deposition, he says, are you packing?
SFV Room 200B: I looked at him, what? Like, I’ve been to hundreds of depositions, nobody ever asked me. I said, what are you talking about? He said, you’re packing a gun. I’m afraid, sitting here.
SFV Room 200B: I said, you’re afraid? All right, let’s go off the record for a second. So I took him into the lunchroom. I mean, he was high.
SFV Room 200B: And I said, listen, I know that in media, social media, whatever, you can find out that I’m an ex-cod.
SFV Room 200B: That’s why you’re saying this, because you know I’m not packing, you’re an asshole. So, you either go to court, or you fix this shit. I understand your client is sitting in the back of the room, laughing his ass off, you think it’s entertaining? It’s not.
SFV Room 200B: All of this is gonna come to haunt you later.
SFV Room 200B: he quickly changed his tune. After that.
SFV Room 200B: talk. He came back, and he was…
SFV Room 200B: way more civil. I think he woke up. He literally was on… I mean, I could see him. So, he wrote a check to me, and I just want to tell you this, because there are two reasons.
SFV Room 200B: One, don’t be on drugs. You’re gonna lose your license. Number two, most importantly, don’t be an asshole. Because if you’re an asshole with the opposing counsel, one day, you’ll pay for it. Now, I’ll tell you how he paid for it.
SFV Room 200B: He wrote a check, a settlement check, to my client, I don’t know, $50,000, $80,000, whatever, from his trust account.
SFV Room 200B: The check bounced.
SFV Room 200B: You know what happens then, right? It’s the State Bar. So I immediately, I buzzed Richard, Richard, come here, one of the lawyers. And the poor guy’s 78 years old or something. He comes here, what do you want? I’m like, I want you to fill out the State Bar
SFV Room 200B: forms right now. I want it done now! And he goes, Michael, you always call the lawyer, I said, not this one, him. I want to report him right now. I did report him. And guess what? As soon as they started the investigation, they found out that, oh, he’s done this…
SFV Room 200B: So many checks, other checks, but he got away with it because he lied, bullshitted, whatever, bank made a mistake, cat ate my homework, whatever. And how do I know? Because the statewide investigator called me several months later and said, counsel, you don’t have to come testify, because we already disbarred him.
SFV Room 200B: He has such a long… yeah. And his lawyer, who was also on drugs for many years… I’m not kidding, but he’s clean now.
SFV Room 200B: He called me, he knew me for many years. He calls me one day on my cell phone, he says, did you report him to the State Bar? I said, he said, that’s not you. I said, yeah, just tell your client.
SFV Room 200B: that… The way he asked that woman those questions after she was molested by this asshole?
SFV Room 200B: I told him I’m gonna get him one day.
SFV Room 200B: That was inappropriate. I could have suspended that position and seek sanctions, but I didn’t do that. I wanted him to destroy his own deposition.
SFV Room 200B: Doing that so I can read it to the jury.
SFV Room 200B: He’s lucky that the case happened.
SFV Room 200B: Long story short, Don’t be a jerk like that. You will pay for it. Trust me.
SFV Room 200B: Sooner or later. And this circle is small. We will hear about it, I promise you, both in criminal realm and civil. We will hear about you, sooner or later. And then we’re gonna say, oh, that guy? Oh my god, he’s a jerk. Don’t go to him. Don’t go to her.
SFV Room 200B: Right?
SFV Room 200B: Yes. I was gonna ask, like, especially, you mentioned it bouncing, like, isn’t the IOLTA account, when you open up your business and register with the bank, wherever it is, isn’t that, like, also tracked by the state bar? It is, they don’t… it’s tracked and not.
SFV Room 200B: So if you bounce a check, the State Bar doesn’t see it. It’s not, like, right away flagged. No, it’s not. Nobody reports to the State Bar, but…
SFV Room 200B: Apparently in this case, happened many times, according to the investigator. I’m sure they’ll look at that. I did not see them complete them all. Oh, well, he paid me immediately, like, immediately, but it was too late, because the check bounced, and I was pissed at him, I reported it.
SFV Room 200B: Yeah, makes sense. He paid immediately, but too late. So sad.
SFV Room 200B: If he wasn’t a jerk, he probably would have his license.
SFV Room 200B: Because I would have just told him, hey, you effed up, write me another check.
SFV Room 200B: Okay, so, problem number one on page… oh, hold on. Oh, yeah, we have… we have several minutes before I follow break. On page 14, problem number 1,
SFV Room 200B: The accused was on trial for the murder of four business associates in Florida.
SFV Room 200B: He claimed he could not be guilty because he was 500 miles away in Atlanta when the murders were committed.
SFV Room 200B: secret… I’m sorry, security cameras at his Atlanta hotel caught him at 12.21 PM and 10.17 PM.
SFV Room 200B: The prosecution’s theory was that between those times, he flew to Orlando, drove to Barstow, Florida, to commit the murders, and flew back to Atlanta. By the way, this is a true story.
SFV Room 200B: …
SFV Room 200B: to Atlanta through Tampa, all under assumed names. His alleged return flight arrived at Atlanta Airport at 9.17 PM, and therefore, under the prosecution’s theory, he disembarked from the plane, made his way through the Atlanta airport, and traveled to his hotel in only 28 minutes.
SFV Room 200B: During a television interview, his defense lawyer made an off-the-cuff remark.
SFV Room 200B: That if someone could prove this could be done in 28 minutes, I’ll pay them a million dollars.
SFV Room 200B: A law student made the trip in under 28 minutes and demanded the million dollars.
SFV Room 200B: The lawyer refused to pay, and the law student sued. What results?
SFV Room 200B: Holyos!
SFV Room 200B: Yeah.
SFV Room 200B: Anybody?
SFV Room 200B: I would say… I would say there is a contract. You say it’s a contract? I would say there is not. I would say there is not. Okay, why is there a contract? So, I’m gonna say there’s a contract because… well, I would say it’s an invitation to contract, and through performance, he performed.
SFV Room 200B: Okay, so you’re… hold on. You’re saying… forgive me, very important.
SFV Room 200B: You said the… his remark was an invitation to a contract? Cool. You mean it was not an offer, but it was an invitation to an offer?
SFV Room 200B: Okay, so if he didn’t make an offer, what was his performance? Was his performance an offer?
SFV Room 200B: Or was it an acceptance? I would say its performance was an acceptance. Okay, so rule number one. If there’s no offer, there can never be an acceptance. Okay? So just keep that in the back of your minds all the time.
SFV Room 200B: When we start doing finals, and you say, oh, what law applies? UCC or common law? And you move on, and then you say, is there a contract?
SFV Room 200B: the first thing you want to look for is an offer. If you don’t find an offer, you can never, ever find an acceptance. Are we clear? So if his statement is not an offer, there can never be an acceptance, unless his actions were an acceptance.
SFV Room 200B: But, okay. Yes, ma’am? I would say it’s not, because under the reasonable person standard, I think, like, a reasonable person would find, like, that he’s, like, joking, plus does he even have that million dollars, plus if he’s really willing to pay that $100 million, so…
SFV Room 200B: to me, doesn’t seem like… doesn’t meet the resembled Person Standard. Okay.
Kumamoto_Adreanne: ….
SFV Room 200B: I’m gonna come to Zoom in just a minute, yes? Even if there hypothetically was an offer, which there is no offer, the law student would have to notify this attorney that, hey, basically I’m acknowledging it, and I’m accepting it, because, like, there was, the case, basically, of the reward where someone found the person in this past week’s reading.
SFV Room 200B: Someone found the image but had no knowledge of the reward, but that doesn’t apply here, because then he had knowledge of the thing, the reward that was being offered, but he had not accepted, like, the subsequent case.
SFV Room 200B: So let me make a comment about that. That’s a good point, but I want to make a comment about, if I may, a little correction.
SFV Room 200B: You have to have, and you will find out from those cases, you have to have knowledge of the offer before you can accept, right? Correct. If there is an offer of reward for, find my dog and I’ll pay you $5 million, but you happen to find a dog on the street, and you return the dog back to me because there’s a tag.
SFV Room 200B: You cannot accept
SFV Room 200B: Because you didn’t have knowledge of the offer at the time that you performed. Number one. Number two… Help.
SFV Room 200B: You don’t have to give notice of acceptance of a unilateral offer.
SFV Room 200B: If the offer calls for performance, all that is required is performance, right?
SFV Room 200B: …
SFV Room 200B: if… so, for example, if I put a thing out there that says, first person to find my dog and return my dog safely, I’ll pay $5,000 to, you don’t have to call me and say, I accept that I’m gonna go look for the dog, or after you find a dog, say, I accept it.
SFV Room 200B: All you have to do is perform, fully perform, meaning reach underdog. That’s all that is required, okay? So those are the two things that I wanted to make clear, but let’s go to Zoom. I think we had a comment or a question on Zoom, and then I’m going to tell you what the court said in this case.
SFV Room 200B: Which is… Kolozic versus Mason. It’s a 2014 case, actually. On Zoom. Any questions?
Kumamoto_Adreanne: Well, I was thinking about what everyone else said, and I feel like you have an offer, and you have an acceptance, and you have consideration, and you have performance.
Kumamoto_Adreanne: So, in my opinion, I feel like, yes, you do, and this person… in….
SFV Room 200B: So, can you please tell me what… what… where’s the offer? Tell me exactly what the offer is here.
Kumamoto_Adreanne: It’s when he said, if anybody would go and…
Kumamoto_Adreanne: you know, to Florida and can prove me wrong, then I’ll give you a million dollars.
SFV Room 200B: Okay.
Kumamoto_Adreanne: That’s the….
SFV Room 200B: Okay. So that sounds like an intent to be bound by certain definite terms communicated to the offering, even though the offering may be
SFV Room 200B: the whole world, potentially, right? Because only… but also, keep in mind that
SFV Room 200B: One of the ways that
SFV Room 200B: a reward money is different, it’s literally an offer versus something like this. It’s because a reward money, how many people can find my dog? Only one person. How many people can do the 28-minute thing? Maybe a thousand people?
SFV Room 200B: 5,000 law students? I don’t know. So it’s unlimited number of people that could potentially accept
SFV Room 200B: The offer, and the courts have Big issues with.
SFV Room 200B: Right?
SFV Room 200B: And, the reason the court said that this is not an offer, even though the language sounds like an offer.
Kumamoto_Adreanne: Someone is singular.
Kumamoto_Adreanne: I’m sorry?
SFV Room 200B: Yes, someone.
Kumamoto_Adreanne: Someone is singular, so that means one person.
SFV Room 200B: That doesn’t… it doesn’t mean that I will… it doesn’t… it doesn’t say that I will pay one person
SFV Room 200B: It says, if someone can do it, that means if 50 people come and say, I’m someone, I just did it. You have to pay every single one of us.
SFV Room 200B: So can we say the quantity is not, like, defined here? Yeah, it’s one of the ways that you will see unilateral offers are not enforced by courts if there is a risk of unlimited number of people accepting it.
SFV Room 200B: Right? That’s why when there’s a… you see an ad in a newspaper.
SFV Room 200B: I don’t order the newspaper anymore, but I used to, like, every day, and I would flip the page, and Ford Mustang, VIN number 1234.
SFV Room 200B: Why do they identify the VIN number?
SFV Room 200B: They want to say one system at this price. Not all of our Ford, you know, flagship. It’s just this one. Take it or leave it, right? But let me tell you…
SFV Room 200B: More, not just the fact that so many people can accept
SFV Room 200B: But the court applied a reasonable person standard. And the court said, and I’m going to read literally what the court said.
SFV Room 200B: The court said the answer is low, this is… no, this is not an offer, and it’s not enforceable.
SFV Room 200B: The court said, that, while this is not a just-in case.
SFV Room 200B: the court applied a reasonable standard test to conclude that off-the-cuff remarks are merely hyperbole. In other words, the lawyer is trying to say, hey, nobody can do this. I dare you.
SFV Room 200B: not necessarily making an offer, right? And the court says, again, a reasonable person, reasonable person listening to this would not say, oh my god, he just made an offer, he’s on CNN trying to save his client, right? Of course he’s gonna say whatever he’s gonna say. That doesn’t necessarily mean that he just
SFV Room 200B: offered you to literally go try this thing, right? The court specifically
SFV Room 200B: said, the exaggerated amount of a million dollars, the common choice of movie villain and schoolyard alike, was all figure of speech. The court said a million dollars is literally, in the American culture, a figure of speech.
SFV Room 200B: You know, if you show up at 5 o’clock, man, I’ll give you a million dollars.
SFV Room 200B: That’s an off-the-cuff… one moment. Off-the-car-cuff remark.
SFV Room 200B: And the court said, if anyone can do this in 28 minutes, I will eat my hat. You’ve heard that before, right? I’ll eat my hat. The court says that’s exactly the same thing as saying I’ll pay a million dollars. It’s an off-the-coffee mark, nobody’s gonna eat that hat.
SFV Room 200B: Now, specifically, the court
SFV Room 200B: contrasted this case from Lucy versus Amir, believe it or not. I was just about to ask. Yeah, where there had been an extended discussion, and two versions of a written promise, the court said. That was different.
SFV Room 200B: the court said. This was an off-the-cuff remark on the TV, as opposed to, or whatever, right? As opposed to having a 40-minute discussion about buying and selling with prior dealings and
SFV Room 200B: you know, all that stuff. So this, and so, the court said that, no reasonable person would think that the lawyer would incur a million-dollar liability
SFV Room 200B: …
SFV Room 200B: For the remark that he made. I think we’re here, then here, then here… yes. Could you say this example is a form of puffery? I’m sorry? Could you say this example is a form of, like, puffery? Yes, it is. Absolutely, it’s huffing and puffing. Sure.
SFV Room 200B: And who better than lawyers to do that? Right? Yes. No, I was just gonna say, is this basically what, Zemmer would want to…
SFV Room 200B: his situation can be like. Yeah, yeah, exactly. Zemare wanted to say, oh, this was just, you know, I was just seeing who, who, who’s gonna, you know, up the ante and…
SFV Room 200B: whatever, but the court said, I don’t think so. I mean, there was so much discussion, and then why the hell would you put it into writing? Like, many mentioned before. As opposed to… and sign it, yeah, exactly. As opposed to, you know, the guy’s on the TV and says, you know, if you can do that, I’ll give you a million dollars. So, yes, the language does sound like
SFV Room 200B: intent to be bound by certain definite terms communicated to the offeree, even though it’s the general public, but because there’s a risk of, and I repeat, there’s a risk of unlimited number of individuals taking that offer, that’s the first reason, and the second reason is
SFV Room 200B: It’s… hyper-viewing.
SFV Room 200B: You know, it’s just an exaggeration. Yes, sir. So how’s this underneath the PepsiCo case? Well, we’re going to get to PepsiCo. Not so much different. Not a whole diff… yeah. Again, reasonable person standard test, right? That would… would a reasonable person believe that they’re going to give a 16-year-old a Harriet jet? I don’t think so. What, a tank?
SFV Room 200B: I don’t think so. No, unless it was this size. Yes?
SFV Room 200B: Question? Me? No? Oh, I’m sorry. Did you? Yeah. Yes, ma’am. But it’s a PepsiCo case, didn’t it state that… Well, we’re gonna go there now. Okay. So don’t worry, we’re gonna get to PepsiCo in a second.
SFV Room 200B: Okay, any questions?
SFV Room 200B: Yes? Would you say, proof of seriousness? Like, how serious can you take the offer to you?
SFV Room 200B: Well, that’s pretty much what the court was saying. The court says, if I understood you correctly, the court says this is an off-the-cuff remark. You can’t just say, oh my god, he just made an offer to me.
SFV Room 200B: If you don’t see it that way, I think he’s just cool. I’m speaking about terminology, would that be terminology that would be used? To basically say what this is? I would basically say… I would basically say this is an off-the-cuff remark, that it’s a hyperbole, and it’s exaggeration, and…
SFV Room 200B: you know, it’s good for TV shows, but it’s never an all-time. Seriously, you can literally say that. Aren’t you the lawyer? No joke. You’re the lawyer. You make the argument for the professor, right? For the grader. And when you say that, I would read it and go, he’s right. I mean.
SFV Room 200B: You know, of course some people can conclude that that was an offer.
SFV Room 200B: That doesn’t mean that If somebody concludes that this was an offer.
SFV Room 200B: I don’t deduct points. I told you, your conclusion means nothing to me.
SFV Room 200B: I want to see the analysis. If you go through the analysis that we just went through, and you conclude, no, still, this is an offer, even though I believe 100% wrong, that’s the wrong answer, I won’t deduct points.
SFV Room 200B: That’s just me. Conclusion means nothing to me, unless you’re the Supreme Court Justice. Then it means everything.
SFV Room 200B: Right? Yes, sir. Yeah, I was… so when I was reading this, I couldn’t understand what was the certain definite terms in this offer, because we don’t know whether he was gonna… it says he was gonna fly and then drive… I think he made it pretty clear. He wants… I think he made it pretty clear. He… he wanted something specific done.
SFV Room 200B: That thing in 28 minutes, whatever it was, fly, drive, whatever.
SFV Room 200B: Do it in 28 minutes, and if you do, I will pay you a million dollars. Okay. He said, intent to be bound. I can say, yeah, I can argue, it was intent to be bound. He said, I’ll pay you a million dollars if you can do it.
SFV Room 200B: And… and by certain definite terms, which was, I’ll give you a million dollars in exchange for X.
SFV Room 200B: Right? Did he have a present intent? I would say, hell yeah. He didn’t say, I’m going to consider paying you, he said, I will pay you.
SFV Room 200B: And as somebody on Zoom correctly pointed out, singular.
SFV Room 200B: You know, I pay someone, or whoever, but that someone could be too many people. It could be a thousand people. That’s one reason that it’s not an offer. If it was so easy, if it was so black and white, we wouldn’t be sitting here.
SFV Room 200B: You would go home, read the book, come take the test, and you’d be done.
SFV Room 200B: Right? That’s what we’re here to discuss it. So we can get it, we have to understand it. One thing I’ve mentioned before, I may have mentioned in your class, but if I haven’t, I will mention it now. If you memorize law.
SFV Room 200B: You will fail.
SFV Room 200B: Memorization is just the beginning. Memorizing black letter law is the very beginning of your job. You need to understand it.
SFV Room 200B: Do you understand? If you understand it, I think I mentioned that something… I think I mentioned burglary.
SFV Room 200B: the definition of burglary that I learned 29 years ago, 28 years ago in law school, it’s still true.
SFV Room 200B: As an example, because I really understood the language. Breaking and entering into your own house at nighttime with the intent to deprive permitting, I literally can go… That goes for most rules.
SFV Room 200B: Because I understood it, it will never escape. And if somebody gives me a different rule, even though I may have forgot the rule, I will know that he or she is wrong.
SFV Room 200B: Because I know there is an element that was just missing. It comes to your mind.
SFV Room 200B: Do you know what I’m saying? So please try to understand. Like, a friend of mine was saying, you know, thank you for taking my son for the summer internship, and he wants to go to law school.
SFV Room 200B: He’s straight A, you know, in college, and whatever, and you know, the beauty of this son, and I love my friend, and his son, I love his son, but he said the beauty of my son is he doesn’t ever have to study, and he’s straight A. It’s true, it is true.
SFV Room 200B: I said, well, when you get to law school, that changes.
SFV Room 200B: There’s no way in hell that you’re not gonna study, and you’re gonna get straight A’s. Am I wrong? Stop reading, and you’ll see how you get an F.
SFV Room 200B: So quickly. In law school, everything changes, because I told him, when I was in college, I barely studied. Actually, I didn’t have a casebook most of the time. I mean, the book, whatever the book, the, you know, the book for the class.
SFV Room 200B: I would ask friends, I would show up late, whatever, and I was almost straight A. All the way through, until when I got to law school, I’m like, holy shit! I can’t pull that stunt anymore, I gotta read this stunt.
SFV Room 200B: There’s 50 pages to read for tonight, you know? So, that’s not gonna work. Okay. Yes, sir? Why did you get the answer, the explanation and answer to this question?
SFV Room 200B: That’s why they pay me the big bucks. I searched for the case. I thought it was either… No, I searched for the case. I searched… no, it’s not in the horn book, it’s not in anywhere. No. I… you will see throughout… Yes, I do. You… you will see throughout, …
SFV Room 200B: Throughout lecture, you will find out that many of these questions are behalf the case. Without it.
SFV Room 200B: I wouldn’t be able to be effective. So I spent… that’s what we do. We spend the time to…
SFV Room 200B: find the case. And honestly, you know, I have a lot of staff members, so sometimes
SFV Room 200B: this one many years ago, but if there’s a new case in the 8th edition, I probably will assign it to a staff member of mine, poor guy, and say, you know, by tomorrow, I want the case law, so good luck to you. And all he has is this. Are you joking? I’m like, no.
SFV Room 200B: Give it to ChatGPD, I don’t care, just… just get me the… get me the… yeah. No, it’s not in the home office, sorry.
SFV Room 200B: But when I don’t have a case law, and I just have the answer that is my answer, I will inform you. I won’t see it. Yeah, no, no, these cases will not, no.
SFV Room 200B: Yeah, they’re not there. Okay, any questions before we move on? You know what, actually, no questions. Let’s go on break, because I’m already past the deadline, I don’t want to get in trouble. It’s 7.54…
SFV Room 200B: So let’s come back in 15 minutes, please. So, at 8-10, 8-10 sharp, so you have 16 minutes. And then I’ll answer your questions, I apologize.
SFV Room 200B: 6 months before I filed. Oh, okay.
SFV Room 200B: Hey, everyone!
SFV Room 200B: Patty’s… Alright.
SFV Room 200B: Page 15, ladies and gentlemen.
SFV Room 200B: … TRT trans… But is it transferred?
SFV Room 200B: This is a new case, by the way, that is added to this
SFV Room 200B: Casebook, I think it’s new. Can I do this one? Page 15. Yes, ma’am.
SFV Room 200B: Huh?
SFV Room 200B: Okay, so this one, the issue in this case was
SFV Room 200B: If the oral agreement reached at the settlement conference sufficient to definite, and enforceable to bind the parties?
SFV Room 200B: So, some of the facts in this case, TRT Transportation Inc, TRT, operating sightseeing trolley under a trademark Chicago Trolley company, filed a trademark infringement suit in federal district court against Yildirin Akshoy and Chicago Trolley Rentals, Inc.
SFV Room 200B: TRT alleged that Oxoi offered similar trolley services under the name Chicago Trolley Rentals, and copied the distinctive colors and patterns of the TRT trolleys.
SFV Room 200B: In January 2012, during a settlement conference, before a judge, the parties orally agreed that Axel would be bared from using the phrase Chicago Trolley Renters, and from placing the words Chicago and Trolley together, or in any confusingly similar form.
SFV Room 200B: When PRC’s Council suggested the agreement might later be refined in a written settlement, the…
SFV Room 200B: judge saw confirmation, and the injunction terms were binding and enforceable. Both sides confirmed this understanding on their record. Following the conference, the parties attempted to draft the Rita’s settlement, but disagreed over Oxoi’s proposed use of the phrase trolley rentals in Chicago. Akshoy sought relief, claiming no enforceable settlement has been reached.
SFV Room 200B: The district court disagreed, holding the oral agreement at the settlement conference was 5 days.
SFV Room 200B: The court, enjoyed Apsoing from using Chicago Trolley Renter.
SFV Room 200B: or any confusingly similar words involving Chicago and trolley. Akshoy appealed, arguing that the oral agreement was too vague to be enforceable, and that it did not specifically address the, phrase trolley rentals in Chicago.
SFV Room 200B: … One thing that came to my attention when reading this case was
SFV Room 200B: If this was a mediation rather than a settlement conference, this would have changed completely.
SFV Room 200B: Because in mediation, they can’t use what was discussed in mediation. If they don’t come to an agreement, they can’t use that against each other outside of court. But because it was a settlement conference, it was in front of a judge, so whatever they discussed, and the agreement they made was used against them. The oral argument was used against them.
SFV Room 200B: Okay.
SFV Room 200B: Alright, so what was the conclusion here? Well, the conclusion is that the oral argument was, the District Court correctly held that the parties had entered into an enforceable agreement at the settlement conference. Okay, very good.
SFV Room 200B: So, … It says… let’s see, page 17, bottom of the page.
SFV Room 200B: And immediately after the lawyer mentioned the anticipated written agreement, the magistrate judge sought and received verbal confirmation directly from Axoy and an officer of TRT Transportation, and these terms are enforceable.
SFV Room 200B: I mean… What more language you want than that? You… if you say in open court.
SFV Room 200B: By the way, we’ll find out, I think, is it next semester, where a contract, otherwise perhaps unenforceable, may be enforceable if you admit to it in court?
SFV Room 200B: Or during formal proceedings, like depositions, right? Or in response to discovery.
SFV Room 200B: Thus the District Court did not abuse its discretion in finding that the parties intended to be bound by the oral agreement, right? There you go. Okay. So, great job, thank you. Let’s go back for a second, please, to a page…
SFV Room 200B: … Let’s go back to page 14. I want to do problem number 3, and then problem number 4.
SFV Room 200B: Following on page 15.
SFV Room 200B: I will read the problem.
SFV Room 200B: Problem number 3, a written agreement regulating the commercial, relations of the parties B and S
SFV Room 200B: Contain the following cross.
SFV Room 200B: This agreement is not entered into, nor is the memorandum written as a formal or legal agreement.
SFV Room 200B: and shall not be subject to legal jurisdiction in the court… in the law courts, either of the United States or England, but it is only a definite expression and record of the purpose
SFV Room 200B: And of the intention of the parties concerned, to which they each
SFV Room 200B: Propose… propose and of the intention of the parties concerned to which they honorably pledge themselves with the fullest confidence, based on past business.
SFV Room 200B: With each other, that it will be carried out by each of these parties with mutual loyalty and friendly cooperation.
SFV Room 200B: Before the party’s relationship broke down, B had placed a number of orders of goods with, which S had accepted.
SFV Room 200B: After the relationship broke down, S stopped shipping.
SFV Room 200B: Does V have a contract action against S for refusal to ship goods pursuant to the orders which S had accepted?
SFV Room 200B: That’s number one. Or A.
SFV Room 200B: Anybody?
Cameron Smith: This is Cameron, … I would… I would say yes, because they received something. They had accepted something.
Cameron Smith: It’s kind of a guess.
SFV Room 200B: Okay, so S had accepted the orders, apparently, but refuses to ship, not the ones that were shipped and received.
SFV Room 200B: Okay?
SFV Room 200B: In this case, the answer is no.
SFV Room 200B: Okay, this is a 19….
Kumamoto_Adreanne: Suave?
SFV Room 200B: Yes.
SFV Room 200B: Say again?
Kumamoto_Adreanne: Is it a quasi-contract?
SFV Room 200B: No.
SFV Room 200B: No, the question is, It says, …
SFV Room 200B: The question is, after the relation broke down, S stopped shipping, let’s see, does B have a contract? It doesn’t say quasi-contract. The question is, does B have a contract? We’re not talking about, contract enforceable as a matter of,
SFV Room 200B: …
SFV Room 200B: public policy or, to enforce a quasi-contract. We’re literally talking about interpreting the language that you just… that I just read to you. Does that sound like a contract? And if yes, why? And if no, why?
SFV Room 200B: Yes, ma’am? I would say no, because it says this arrangement is not entered into, nor is the memorandum written as a formal or legal agreement and shall not be subject to legal jurisdiction. Yeah, in fact, it says that you can’t take this to court.
SFV Room 200B: Right? It just goes under our pillows.
SFV Room 200B: But nowhere else. So, yeah, the court, actually, in a case called Rose and Frank Company v. JR,
SFV Room 200B: Compton, 1923, said, this is not a contract, and the court said it’s unenforceable, to that extent. So, now, let’s talk about B. Does S have a contract action against B for refusing to pay for goods B had accepted?
SFV Room 200B: Now what?
SFV Room 200B: Yes.
SFV Room 200B: Yes. I would say, yes, there is, because of the fulfillment aspect, even though both, like, they, they’re no longer on good terms.
SFV Room 200B: one still shipped those goods, and one still accepted those goods. What is this… I get… you’re correct, but I want to make this into a legal language, because we’re lawyers, right?
SFV Room 200B: If you don’t see yourself already a lawyer.
SFV Room 200B: Please change your mindset, and I mean it.
SFV Room 200B: See yourself as a lawyer right now, because then I promise you, you will be one.
SFV Room 200B: Does that make sense?
SFV Room 200B: like, you know, the boxer that wants to get into the ring and already imagines that he’s a champion, and believes it, he or she, goes into the ring and finishes the job. Well, let me stick with you for a second. I know I have hands up, but, you mentioned it correctly, but I want to see, what is that act of shipping?
SFV Room 200B: What is the act of shipping, do you think, in this scenario? Upholding your end of the promise. Okay, what is that interpreted in terms of contract? Think about it. What is a contract? What’s a contract? Offer acceptance consideration, huh?
SFV Room 200B: Is it an offer or acceptance? Shipping the goods.
SFV Room 200B: Which one does it sound more like?
Karia Salazar: offers.
SFV Room 200B: Once sent the goods, the other ones accepted the goods. So, what is the act of shipping, you think? They’re offering… Offer! Very good. It’s an offer. This is exactly what the court said. The court said, okay, no contract, not enforceable, but you ship the goods.
SFV Room 200B: And he accepted the goods. Like, should he pay for it on the contract then? Hell yeah! And I said, before break, I said, sent and received and accepted.
SFV Room 200B: Right? If I… if they… if Apple sends me this computer, and I accept the computer, well, I gotta pay for it.
SFV Room 200B: But I didn’t reasonably think that it was free.
SFV Room 200B: Right?
SFV Room 200B: Even though there may be a problem with our contract.
SFV Room 200B: Right? I didn’t sign, or they didn’t sign, or whatever.
SFV Room 200B: So, that was an act of an offer, the shipping the goods. Receiving and accepting the goods
SFV Room 200B: binds the, the, the, the receiver, which is the offeree, right? The offeree who accepted, now they have to pay for it. Make sense?
SFV Room 200B: anybody has questions or… I just have to add something. Can we say, like, it’s under the expectation, interest, and reliance interest that someone has expected to receive, like, this money because of shipping?
SFV Room 200B: And so now, like, they’re in fact, you could, you could, if you don’t find literally a contract to enforce, in this case, I think that there was, in fact, an agreement between the parties, although it was unenforceable, because they agreed for it not to be enforced. But it was not a contract. Subsequent, right, well, that’s what I mean. It was, it was an agreement that was unenforceable, right?
SFV Room 200B: But subsequent actions of the parties changed all that. Now you could technically argue that it was an enforceable agreement, now because
SFV Room 200B: They shipped the goods based on those understandings and accepted the goods. Now, it would be unfair for somebody to get totally screwed because the language says, oh, this is unacceptable and non-enforceable. So the court literally found, yes, there’s a contract. And if that fails to pretty much going along what you said.
SFV Room 200B: If that happens to fail in final, what do we do?
SFV Room 200B: We… I may have covered it, may not have. Promissory stop, right? Promise your stoppal.
SFV Room 200B: Right? And you’ll see under the UCC, goods received, sent and received, you gotta pay for it under the UCC, right?
SFV Room 200B: This young lady mentioned something during break, and I wanted to talk about that.
SFV Room 200B: She said, when you, when you read a passage, I think that’s what she said. I’m paraphrasing. If you read a passage from a court decision and say, oh, what a beautiful sentence, can we literally use that in final?
SFV Room 200B: And I said, absolutely, in fact, I encourage you. If you think that’s copywriting, it is not.
SFV Room 200B: It is not. That’s why you see that we… the school, copies some of these pages and sends them to you if you don’t have your book. We’re not copyright infringing, it’s… it’s for teaching purposes.
SFV Room 200B: We, as lawyers, use the language of the court all the time, don’t we? We actually literally research and find the best language. Why reinvent the wheel when I already have a beautiful language that explains
SFV Room 200B: so many things, and when you… when you take Professor Zant for towards, you will see that he’s talking about Josh Cordozo left, right, and center.
SFV Room 200B: Right? Because Cordozo hardly has the most beautiful language. Why make up a language better than that? It’s already there, I’m gonna use it. So yes, you definitely use, can use, and should use, if you want to.
SFV Room 200B: The language that you see in the appellate court decision.
SFV Room 200B: That you like, to make the point. Do you need a quote as you would… Excuse me? Do you need a quote? No, no, not at all. Not at all. In fact, I don’t want you to quote, because if you make a mistake, that would look bad. So, just use the language. Like, you know, where the court says, you know, what is an offer?
SFV Room 200B: The court explains whether or not if you use that, why not? What’s wrong with it?
SFV Room 200B: You know, the court here explains what… why is something not a contract. Like, it says, as the court said, as to goods delivered and accepted, there is an obligation to pay the contract price.
SFV Room 200B: Because the delivery of the goods can be viewed as an offer to sell and for a specific price which the buyer accepted. In other words, the court ignores
SFV Room 200B: That writing that they had, even though there is a writing that is a statement of understanding between the parties, the court says, I don’t care about that. I care about, you shipped the goods, I accepted the goods for the contract price, I gotta pay for it. End of story.
SFV Room 200B: That’s a contract by itself. I don’t care that they said, this is not enforceable, don’t bring this into court, whatever.
SFV Room 200B: The actions of the parties, Literally, is a contract by itself.
SFV Room 200B: Yes. Can you also say there was contract because they did partial performance, or…? You can! You can actually say that even though they said this contract is unenforceable, that
SFV Room 200B: That’s pretty much what we’ve done. The following actions of the parties can explain why there is, in fact, a contract by Hanum.
SFV Room 200B: Right?
SFV Room 200B: Okay, very good. So.
Kumamoto_Adreanne: Professor, I’m struggling with something, I’m sorry, can we… can we discuss this agreement versus contract, formal contract? Meaning, like, I understand that a formal contract has to have mutual assent, offer acceptance, consideration, no statute of frauds.
Kumamoto_Adreanne: Right? And so… but then you have agreement. Like, at what point is an agreement, or, like, I don’t know when it becomes a… a contract. Like, if I have all those things, is it, like, bona fide contract? Because I know some contracts are enforceable, even if they don’t have signatures. So, I’m just struggling a little bit with….
SFV Room 200B: No problem.
Kumamoto_Adreanne: with these elements, and it’s like, okay, but this part is agreement, like, how do I know, Bonafide, when it is a contract, if I have those elements versus it being, I guess, an agreement?
SFV Room 200B: So, if you… I think you were present in class, first session, I said the second restatement of contracts defines the term agreement as a manifestation of mutual assent
SFV Room 200B: Sufficiently definite to conclude the world.
SFV Room 200B: I said an agreement is, well, based on Greecendi’s second.
SFV Room 200B: In other words, an agreement is a meeting of the minds between the parties that is clear enough to form a binding contract.
SFV Room 200B: What makes an agreement a contract is when the agreement is enforceable.
SFV Room 200B: And that’s actually a very good question.
Kumamoto_Adreanne: Okay.
SFV Room 200B: when we did Belfer, with Belfer versus Belfort, what did we talk about? We talked about an agreement between the husband and the wife, that although it’s an absolute agreement, and he was doing it, like, he was literally performing, the court said, this is an agreement, we’re not going to treat as contract.
SFV Room 200B: Because it’s not enforceable in court. Good for you guys.
SFV Room 200B: Right?
SFV Room 200B: So that’s what it is. An agreement that is otherwise enforceable in court is a contract.
SFV Room 200B: Make sense?
Kumamoto_Adreanne: Yes, got it. Okay, that makes sense.
SFV Room 200B: Awesome, thank you. Any questions? Yes, ma’am, I think you… Oh, yeah, Ina, just in a essay, if we were to discuss this specific, question, would we have to discuss 2207?
SFV Room 200B: Battle of the Forms, in this case? Yes, for the acceptance. I don’t know if I see Battle of the Forms. I didn’t see that. Okay. But if… but when we cover 2-207,
SFV Room 200B: I’ll be sure to go… trust me, we will spend so much time on 2-2, because it’s, as I said before, it’s always tested. Like, there’s no way you’re not going to see a 2-07 in final. Like, no way. Right?
Kumamoto_Adreanne: One more thing.
SFV Room 200B: When you.
Kumamoto_Adreanne: have performance, whether it’s partial or full performance, that solidifies the contract, right? And that means that the remedies can be in place.
SFV Room 200B: Not necessarily, but maybe. It really depends on the facts of the case.
Kumamoto_Adreanne: Okay.
SFV Room 200B: Okay.
SFV Room 200B: So, there may not be a contract at all, and maybe no understanding between the parties, but I show up to your home and start painting your home. And then I go, this… my performance signifies payment. Pay me now.
Kumamoto_Adreanne: No, no, no, no, I mean, with all of.
SFV Room 200B: All the other elements, many things.
Kumamoto_Adreanne: station of this.
SFV Room 200B: I wasn’t even here, I never spoke to you, I was in Europe, having a good time. Why are you paying my house.
Kumamoto_Adreanne: No, for clarity.
SFV Room 200B: It really depends on the facts. It depends on the facts of the case. We… each fact, each set of facts.
SFV Room 200B: It’s… again, I don’t want to be repeating myself, but that’s what makes a lawyer, right? Otherwise, you give the answer to the computer. Give the question to the computer, get the answer, and that’s it. Why would you be a lawyer? Why would you be a judge?
SFV Room 200B: You gotta go through all these facts, and that’s why we go through these case laws, to try to understand how the court thinks.
SFV Room 200B: How do lawyers think?
SFV Room 200B: It will change your life, I promise you. So, undergraduate, you’d be like, I’m a different person, I think different, I write different, right? I analyze differently.
SFV Room 200B: Which is kind of bad, too, because, like, you know, like, therapists, if you have a spouse that is a therapist, as soon as you open your mouth, oh, that’s your inner child. You know what I mean? Like, lawyers are pretty much the same thing. Thank God, I’m lucky, like, my spouse is a lawyer. We understand each other.
SFV Room 200B: Because if one is not.
SFV Room 200B: You’re constantly saying, no, no, no, that’s not what you said. You said yesterday. You didn’t say the day before yesterday. And actually, I wrote it down. It’s right here, you know? Because you literally come, you listen to every word very carefully, if you’re a good lawyer, you know? You’ll listen very, very carefully. Hopefully you do.
Cameron Smith: Professor, can I ask a quick question?
Cameron Smith: One last question on this.
Cameron Smith: just trying to think about it in my head when we’re talking about the original, like, agreement that they had signed that said it was not enforceable in court, but when they delivered the products, that was creating a different contract. We’re treating those as two separate things. Or are they… is it something different? I’m trying to figure out a way to think of it, logically.
SFV Room 200B: The court pointed to the agreement between the parties to say that there was an agreed-upon price. Yeah. And so then the court said, that’s a very good question.
SFV Room 200B: The court said the shipping of the goods was an offer.
SFV Room 200B: That by itself, not the rights, right? Okay. It was an offer. And the acceptance of the goods was… the receiving of the goods and accepting them was an acceptance
SFV Room 200B: based on a contract price. In other words, the court said, yeah, this is not an enforceable thing, but when they acted in this manner, they made it enforceable, at least as to the figures, as to the numbers. So we will enforce it, because guess what? One party says, I accept the goods, but I’m not gonna pay for it, because guess what, Your Honor? Our contract is not a contract, it’s just an agreement. And the court says, not real fast, punk, you took everything, you gotta pay for it.
Cameron Smith: So what you’re saying is that was one contract that they fell back on. It wasn’t, like, another contract that was created because goods were shipped and received?
SFV Room 200B: No.
Cameron Smith: Falling back on the original agreement.
SFV Room 200B: No, I would agree with you that the act of shipping the goods and receiving the goods created the contract.
Cameron Smith: Okay, so this was the second contract.
SFV Room 200B: This, by the way, this goes back to 1923, right? I mean, the drafters of this book decided to bring a case from 1923. Do you know how difficult it was for me to find the damn case?
SFV Room 200B: Difficult.
SFV Room 200B: 1923, man, come on. But I think they did it for a reason. To say, I think, pretty much what you’re saying, which is…
SFV Room 200B: That the court, yes, distinctly decided to figure and conclude that the act of shipping and receiving, that by itself created the contract.
SFV Room 200B: And where does the price come from? And then the court basically goes into the history of the agreement between the parties to say, aha, there was an agreement regarding the price, so now that you have a contract, here’s your contract price. Pay it. Because, by the way, there was no UCC in 1923.
SFV Room 200B: Right? Now there is.
SFV Room 200B: Now the court would literally say, okay, you guys didn’t talk about it? Okay, fine, gap fillers.
SFV Room 200B: I’ll tell you how much it is.
SFV Room 200B: Clear? Thank you.
SFV Room 200B: Okay.
SFV Room 200B: Okay.
SFV Room 200B: Khalil invited Nola to join him to see a play. She agreed.
SFV Room 200B: And it was further agreed that he would pick her up at her home at a specified date and time. He drove from San Francisco to San Jose to pick her up at the agreed time. Just kidding.
SFV Room 200B: She wasn’t home!
SFV Room 200B: He sued! Oh, big time loser. Sore loser. He sued, claiming $150, the cost of ticket, and the estimated cost of the wasted 80-mile round trip. I think she saw him with someone else.
SFV Room 200B: He saw him with her with someone else.
SFV Room 200B: Solve the lawsuit, resolve the lawsuit, sorry. Yes, sir? Also, just based on, like, what we went over today, this kind of…
SFV Room 200B: Situation is in itself a contract the moment he drove out to…
SFV Room 200B: They grew up for this deeds they had planned, because they had…
SFV Room 200B: previously agreed. Now, we don’t know, obviously, it doesn’t say specify, like, if it was a text, email, or whatever, but just going based on what they said, so we’re gonna say it’s verbal.
SFV Room 200B: Well, let’s say there was an agreement, because clearly it was an agreement. There was an agreement. The reliance on that agreement drove all those mines. I mean, I’m pissed off too, you know?
SFV Room 200B: Yes. So yeah, he drove the 80 miles, and then she’s not there to go see the police, so, I mean, to resolve it? That is who? No. Resolve the loss, meaning, is he gonna recover? Oh, like, as a remedy? Yeah. Is he gonna get this money? For the 150?
SFV Room 200B: Let’s give him something. I, …
SFV Room 200B: As nice, I unfortunately don’t think it will hold up. Unfortunately for him. Unfortunately for him, yes. And what?
SFV Room 200B: Cold.
SFV Room 200B: I think, like I mentioned before, even the fact that he… they agreed, and he made the physical trip of driving his car down, I think still negates the fact that there wasn’t
SFV Room 200B: And you’ve… let’s go… I know you had your hands up. Do you have a question, or do you want to comment? No, I’ll just comment.
SFV Room 200B: Comment. Let’s go here, because I haven’t heard from you. I just cite the Balfour case, because the agreements between couples are not a legal contract that can be sued upon. They’re not… they didn’t intend to be solved by legal counsel.
SFV Room 200B: How about that?
SFV Room 200B: It was a social setting. It’s a social con… the court said, in fact, believe it or not, this was a small claims case.
SFV Room 200B: In 1978, out of New York, it was published in the New York Times. When I looked for this stupid case.
SFV Room 200B: We go to the New York Times from 1978, that’s what my notes say, and the court said that the parties presumably intended only social consequences. In other words.
SFV Room 200B: you know, you oughta be ITCH for not being there, and you’re a household for suing me, and that’s the end of it. Right? Not that, you know, if you don’t show up, I’m gonna sue you.
SFV Room 200B: In fact, I think it was first session of this class when I said… I pointed… somebody was sitting here, I said, we enter into an agreement that I will show up, I’m going to go for a walk, and then I show up, you don’t show up.
SFV Room 200B: Do I get to sue you? No!
SFV Room 200B: Am I pissed? Hell yeah! Have I spent money? Sure!
SFV Room 200B: But… even though that is correct, soon enough you will find out that sometimes.
SFV Room 200B: When you make a promise, And somebody, to their detriment, rely on that promise.
SFV Room 200B: And lose big.
SFV Room 200B: They can sue you and recover, you’ll see that.
SFV Room 200B: where I think it was a lady with his… her child. They move from one state to the other to stay with the guy that made the promise, and, you know, he ends up dead, and she sues the state, and you’ll see that she gets to recover money, even though, yeah, it was a social setting.
SFV Room 200B: Because you’ll see that the law
SFV Room 200B: when the law… I just said, if the courts want to create law, don’t worry about it! I got you, I’ll do it. No problem. Seriously.
SFV Room 200B: I mean, when I sit as a pro tem, if I want to, I could literally look for something, find something to work what I want, to the prevailing party.
SFV Room 200B: I don’t do that because… I’m not a real judge.
SFV Room 200B: But, but you can, sort of, get away with it. Okay, so, the, the, the, let’s see, did you go over the second part? Did it cover it all?
SFV Room 200B: Oh, would the result be any different if the parties had agreed that there would be a binding obligation?
SFV Room 200B: Yes, I’m different.
SFV Room 200B: Yes, you said? Yeah. See, don’t doubt yourself. So if it’s a binding obligation, it means that there’s legal consequence. So then, yes, there is, like, I would say there is a contract, I guess. …
SFV Room 200B: Anybody else?
SFV Room 200B: Yes? I have a question. What do you mean by binding obligation? Well, that’s what… that’s what the court… that’s what the author says, so I don’t know, you tell me.
SFV Room 200B: That’s… I’m literally reading this. It said, the party said this is going to be a binding obligation. What does that mean? Yes? I feel like it just puts it into legal terms. Like, in a social setting, no one would say, like, I’m gonna come pick you up.
SFV Room 200B: And this is a binding agreement in terms of…
SFV Room 200B: since there’s a binding term, then… I think any girl that tells me this is going to be a binding urgent, I will be… Run. Yeah. Run the other way immediately. You know what’s gonna happen after you marry her? If it’s binding tonight, can you imagine how it’s gonna be playing out in two years? Did you not change the diaper? Oh, my God, you broke the, you know…
SFV Room 200B: I’m gonna sue you in court. So, the result of, in the second part, this is my notes, would be different because the presumption would be to overcome the intention of the parties, not for this to be enforceable. In other words.
SFV Room 200B: The manifestation is, this is an enforceable contract.
SFV Room 200B: Okay? And I don’t know why I wrote this, but I wrote, consider the existence of professional escort services.
SFV Room 200B: Because… because if you… Sorry. But if you… I mean, if you… if I go to court, and I’m… I’m representing the party that wants to collect money, that’s what I would say, Your Honor, if you hire an escort, and the escort shows up at the doorsteps of the court, and you don’t show up, you’re gonna get a bill.
SFV Room 200B: You gotta pay, because you guys agreed that it’s binding, even though it’s a date.
SFV Room 200B: Right? I mean, am I wrong?
SFV Room 200B: It’s a binding… I never hired one. I really didn’t, but if I did, I would think that, oh, shoot, if I, you know, don’t meet my end of the bargain, either the, you know, whoever’s gonna show up to collect, or she’s going to assume. Yes.
SFV Room 200B: So, even though it is binding, is there a certain threshold for these kind of social agreements that, like, okay, this is, like, kind of the reasonable threshold that needs to be met for it to be binding? I would say that would really depend on the intent of the parties. I mean, I know the answer that I’m giving is not an answer.
SFV Room 200B: No, but it makes sense. But… of course it does, because we’re talking about intent of the parties. Everything about contracts and criminal law is intent on the parties.
SFV Room 200B: If we both agree that this is going to be a binding agreement.
SFV Room 200B: We’re basically saying we have a contract.
SFV Room 200B: Professor. You’re gonna show up! If you don’t show up, whatever money I lost, I’m gonna sue you for it! That’s… because you said it’s gonna be binding, you should have said, screw you, buy, leave.
Cameron Smith: Professor.
SFV Room 200B: What does the escort say? I think typically, one woman. Typically, I think, and that’s probably why I wrote this in my notes, what… how do they… because I know because I represented several Johns that got arrested, that’s, you know, many, many of them, and typically what they do is when you contact them, they… they…
SFV Room 200B: They negotiate a price up front.
SFV Room 200B: Right? For that, they mean for it to be a binding agreement. I’m not just coming to date you, you’re gonna pay me.
SFV Room 200B: Right? Same services as probably a girl that you may… or a guy you may. You know, because women also call escort services, but… but you know what I mean, and you laugh, but many of them are professional.
SFV Room 200B: If I’m seriously, like, seriously professional, like, some of them have degrees.
SFV Room 200B: Many people, in fact. Side hustle. I will tell you that… I’m not kidding. I actually went to Detroit on a meeting with several other lawyers, and at least one lawyer had a professional escort with him.
SFV Room 200B: He didn’t have to… he didn’t have a date or whatever, and it was supposed to be with spouses, and he brought a professional escort.
SFV Room 200B: We found out later. And she was in the School of Dentistry or something.
SFV Room 200B: Like, can you imagine how much he charged just to be… just to be his date, to the… to the wall, and back? That’s it. Just to dance with him, you know, spend time, and… That’s all sugar daddy. That seems like legal prostitution. That’s legal, and you’re fine. So, there’s a binding obligation to show up. Guys, guys, please, guys.
SFV Room 200B: I just want to clarify. There’s a binding operation… Oh, but before you clarify, there was somebody on Zoom that I ignored.
Cameron Smith: Yeah, sorry, I was just…
Cameron Smith: kind of piecing it together in my head, it’s the same concept of you call a plumber, you make an agreement, like, yeah, they’re gonna come out, take a look at your pipe, they don’t do free estimates, you still have to pay them 50 bucks if they show up and don’t do anything, right? It’s the same idea behind that.
SFV Room 200B: Perhaps, you know, like, sometimes they, like, I just called a garage door company, I said the sensors are not working, and he said, to come out, we charge $150.
SFV Room 200B: Isn’t it? It’s a date. Come on over.
Cameron Smith: Yeah.
SFV Room 200B: you know.
SFV Room 200B: And yeah, I mean, I had to pay him. It was legally binding, because I said, okay, come over. I didn’t say I’m going to pay him $150, but…
SFV Room 200B: I might as well. Right? Same thing with the escort, and same thing with this. If he says, this is a binding contract, and she says, I agree.
SFV Room 200B: then whatever he loses, reasonably, obviously, I mean, if he went and rented a Ferrari at $1,000 an hour, I don’t think the judge is gonna say, you gotta pay for the Ferrari. Right? That’s you, you’re the loser, you have to, you know, show up with a Ferrari.
SFV Room 200B: In fact, if you’re serious about her, I think you should take your shittiest car to see if she’s serious about you. Then you show her the real car, right? Or him. So, I mean, I don’t want to discriminate. Same thing with the car, right? That’s how your brother creates.
SFV Room 200B: Okay, yes, it comes to the binding obligation, so there’s a binding obligation to show up if someone doesn’t show up. Does that mean that there’s a breach of the contract now? Potentially.
SFV Room 200B: Sure. If you can show that there was, in fact, an offer and acceptance, and there was a consideration, the consideration is the mutual promise, which we’ll get to later. If you show that this was a binding agreement, which is a contract, you could sue, absolutely.
SFV Room 200B: Yeah, but they’re hardly enforced, I have to say. And that’s why we’re talking about it.
SFV Room 200B: Otherwise, if it was so easy, we wouldn’t be talking about it. We’re talking about it because, yeah, there are… sometimes they are enforced, okay? All right, we did TRT.
SFV Room 200B: … Let’s go to Hawking’s. We call this the hairy hand case.
SFV Room 200B: Anyone is interested in doing… I can go with them. Yes, ma’am, thank you.
SFV Room 200B: So it’s, Hofkins v. Mackey, Court of Appeals 1929. George Hoffkin, the defendant, files a complaint against Dr. Mackey, for $10,000, asserting negligence and breach of contract. The jury awards the plaintiff $3,000 for breach of contract.
SFV Room 200B: And the court comes back and says it’s excessive, and orders a verdict be put aside, unless the plaintiff agreed to remit everything over 500. So, the issue is that Dr. McGree, granted the plaintiff,
SFV Room 200B: guaranteed the plaintiff father that his son would recover after 3 or 4 days and would be able to go back to work, but the situation of his hand got worse, and also there was, like, discussions that the doctor, was kind of, like.
SFV Room 200B: We’re seeing, like, the defendant to, do the…
SFV Room 200B: do the operation, and, he actually didn’t have any previous experience with this type of operation, and, the son’s, hand got worse as a result of the operation. And, so the, the court decided that,
SFV Room 200B: that, when the doctor said that, the boy’s hand would be good in 3 or 4 days, it was kind of like giving a guarantee and a promise, and that’s why, like, he entered an agreement. And, and kind of, like, as if, like, someone would warranty, like,
SFV Room 200B: a certain work. That’s why here they said that the present case is closely analogous to one in which a machine is built for a certain purpose, and then there’s a warranty to do such a thing, and that’s why the usual rule applied that they need to pay the difference between the
SFV Room 200B: The item, the hand, which will be in good shape, and the current shape.
SFV Room 200B: And, but then, …
SFV Room 200B: the court came back, the higher court came back and said that, there was an error, in telling the jury that, to submit, like, a separate element of the damages, for the fact that the condition of the plaintiff got worse. And, yeah, and then they finally settled.
SFV Room 200B: The court said that they need to… a new trial is awarded.
SFV Room 200B: But finally, the doctor and the defendant settle over, 1400, and interestingly, the doctor,
SFV Room 200B: like, required his malpractice insurance to pay, but the insurance denied because they said the malpractice insurance is for tort and not for breach of contract, which has happened here. He basically promised the hand would be in good shape, and it wasn’t, so…
SFV Room 200B: That’s my understanding.
SFV Room 200B: Okay, so let me ask questions.
SFV Room 200B: … First of all, what about the…
SFV Room 200B: The statement, how long will the boy be in the hospital? And he replied, 3 or 4 days, not over 4 days, then the boy can go home.
SFV Room 200B: What is that?
SFV Room 200B: That’s a promise.
SFV Room 200B: Is that a promise, or is that an opinion? Yeah, you hope for the best, right? You’re making an opinion based on, I guess, experience. In this case, I don’t know how many… how much experience. This was a very novel idea of doing this type of surgery at the time.
SFV Room 200B: See, 19… what is it? 19… 29. 29. I mean, Jesus. Even today would be a difficult thing to do.
SFV Room 200B: So… so that part, I suppose, was not actionable because the court said.
SFV Room 200B: The above statement could only be construed as expressions of opinion, or predictions as to the probable duration of treatment and plaintiff resulting stability, and the fact that these estimates were exceeded would impose no contractual liability upon the defendant.
SFV Room 200B: But, as you correctly pointed out, he says, bottom of page 18 and top of page 19, he says, I will guarantee to make the hand 100% perfect!
SFV Room 200B: Or 100% good hand.
SFV Room 200B: So… He was confident. That’s why, ladies and gentlemen, in my retainer agreements, you all should do the same.
SFV Room 200B: It specifically says, there is no guarantee
SFV Room 200B: Even if the lawyer made such a statement to you, you shall not rely on that statement. It is no guarantee, even though I know the outcome of the case many times, right? Many of these cases, like, you know, shocked if you were, I already know what’s going to happen, I’m going to dismiss the case, for sure.
SFV Room 200B: Right? But I will never say that to the client. I say, listen, I’ll do my very best. There’s, like, a 90% chance that I will… that I will dismiss it. But I can’t promise you. I always say it’s against the law for me to make predictions. I can’t do that.
SFV Room 200B: Because, not only because it’s just ethical.
SFV Room 200B: But you don’t want to make a promise that you get sued for.
SFV Room 200B: Right?
SFV Room 200B: So, I make sure, in fact, I make sure that the paragraph is, initialed by the client.
SFV Room 200B: My… my retainers require, like, 20 initials. Swear to God, I’m not kidding. Like, literally, initial, every… almost every pattern.
SFV Room 200B: Because then there’s no doubt.
SFV Room 200B: And if you think I’m out of line, for those of you who practice law, criminal law, when you go to court and you do something called a tall form, so you enter into a deal with the court, with the district attorney in the court, on a DUI, for example.
SFV Room 200B: or a misdemeanor, or a felony, you would have to do this form, right? Every single paragraph individually has to be initial, and the judge questions you, and says, did you initial every single paragraph to tell me that you understood the paragraph?
SFV Room 200B: Yes or no?
SFV Room 200B: Why do you think they do that? And why would you not do the same in your practice?
SFV Room 200B: Got it?
SFV Room 200B: Speaking of practice, I want to share this with you, because it came to my mind earlier, and I… I think it’s important that all of you know
SFV Room 200B: How you can have your life ruined.
SFV Room 200B: If you’re not careful in this business.
SFV Room 200B: Many years ago, I’m just gonna make this short, right? Many years ago, a guy walked into the office that I was working at, I was at lunch, stupid me, felt bad. They said, oh, this guy says his mother was killed by a doctor.
SFV Room 200B: would you see him? I’m like, sure, bring him into the conference room, no problem. I’m out of law school 2-3 years.
SFV Room 200B: I go into the conference room, what’s going on? Oh, the doctor was trying to…
SFV Room 200B: Drained liquid out of my mom’s heart, accidentally punctured the heart, killed her.
SFV Room 200B: Okay. I said, I’m so sorry about that, would you like to sign up? Because you have only one year to sue.
SFV Room 200B: No, no, my brother’s looking for a lawyer. Also, I was just on the floor.
SFV Room 200B: And, I thought, you know, I’ll talk to him later. Thank you, left.
SFV Room 200B: I sent a letter to his home.
SFV Room 200B: I don’t recall if I… if he got it or didn’t get it.
SFV Room 200B: But I didn’t send a certificate letter.
SFV Room 200B: basically saying you only have one year, you know… Sorry. Excuse me? I sent a letter saying… advising him that, listen, you have… we spoke, you have one year, you didn’t sign with us, you better hire a lawyer immediately, so on and so forth, right? You have to do that even if they don’t sign a retainer? That’s what I’m trying to get there. I’m trying to get there, trust me.
SFV Room 200B: I’m trying to get there because I know, God forbid, all of you, what is it, 60 of you? Here, 56 of you? If one of you makes that mistake.
SFV Room 200B: you’re gonna say, oh my god, thank God he spent 15 minutes of the class time to tell us. I’m not kidding.
SFV Room 200B: So please listen carefully to what happens.
SFV Room 200B: Two years goes by, I get a lawsuit. I’m named, my boss is named, our law firm is named, that, $1.5 million. Huh? Yeah. His name was something Jenkins or something.
SFV Room 200B: And, … Sorry, go to my boss. Boss!
SFV Room 200B: Give me our malpractice insurance, we need to take care of this. He goes, malpractice. Oh, we don’t have malpractice. Oh, my God. And I said, what? That’s why I told you, if the boss says no malpractice, leave!
SFV Room 200B: Because if anybody screws up in that law firm, you may be on the hook.
SFV Room 200B: Even if you did one line something relating to that case, you’re gonna be on the hook.
SFV Room 200B: Do you understand me? You made one appearance one morning. Boss is sick, or somebody’s whatever. Can you cover for me? Sure, no problem, I’ll take care of it. People do… and the lawyer finds out that you were in… you made an appearance, even a special appearance, as the California law says, even if you make a special appearance, your ass is…
SFV Room 200B: on the… on the, you know, chopping block. So, he sued for a million and a half.
SFV Room 200B: Now we don’t have any malpractice. Now, does my boss care? No, because all of his millions is under different names and whatever. He’s, I mean, he’s a master lawyer. Right? And, who’s… who’s not sleeping for a year and a half or so? Me. Not sleeping. I’m not kidding.
SFV Room 200B: Not sleeping. At all.
SFV Room 200B: I was a zombie.
SFV Room 200B: So I decided I gotta take this on… in my, you know, under my own supervision, and I, you know, sent discovery and take the… take the guy’s deposition, and during the deposition.
SFV Room 200B: For some reason, I found… oh, I brought somebody and put him in a suit and put him in the corner of the room because the girl that showed up to handle the deposition, the lawyer that was representing him was a physician and a lawyer.
SFV Room 200B: Which means that they are usually shitty lawyers.
SFV Room 200B: But he said… he sent somebody that was just fresh off of law school.
SFV Room 200B: I’m not kidding.
SFV Room 200B: And this is a big lesson for all of us.
SFV Room 200B: after they lost the case, my boss told me, I want you to report her to the State Bar.
SFV Room 200B: I said, I will not do such a thing.
SFV Room 200B: I didn’t. I said, she’s new, she didn’t know anything.
SFV Room 200B: she only was doing what the a-hole was telling him to do, the boss. And so when this guy was giving a deposition, I said, you see the gentleman to the corner? He’s from the district attorney’s office.
SFV Room 200B: Which is shocking to say, in a deposition.
SFV Room 200B: Because she didn’t have any clues, she didn’t know that that was…
SFV Room 200B: Not even ethical. Ethical. I said he could be from law enforcement or the district attorney, something like that. This is from 20 years… more than 25 years ago.
SFV Room 200B: And, we literally… I have the VHS tape of that deposition.
SFV Room 200B: To this day. And I said, you know, so if you lie.
SFV Room 200B: you’re under oath, you will be prosecuted, so on and so forth, so on. For some reason, I had doubted that he had signed the discovery himself, the verifications.
SFV Room 200B: So I put… I only put the signature on a big sheet of paper. I’m putting in front of just the signature. I said, whose signature is this? He says, … I said, whose signature is this? Is this your signature? Yes or no?
SFV Room 200B: he refused to answer. I just went wrong. I badgered him, like, and she was like, oh, badgering doing this. I said, shut up! Because it was my ass. I mean, it was a $1.5 million lawsuit, right? I’m like, you gotta tell me right now, or else, you know, so on. And so he finally says, I was in San Francisco or something, my lawyer signed for me.
SFV Room 200B: I swear to God, I’m not kidding.
SFV Room 200B: And I… for some reason, I forgot the name of the judge, so I immediately filed a motion. This went on. I mean, until the afternoon, I made him bleed to death. Like, I literally killed him and his sister. That was… everybody, by the way, was suing.
SFV Room 200B: Like, the sister, the brother, everybody… But they were suing you, like, why… what was the reason? Because I took the case to… Why was this not showed? I took the case to a cardiologist in Brentwood.
SFV Room 200B: that I knew at night, to his mention, cardiologist’s mention. I went there, I showed him the case, he said, oh, absolutely, the doctor lefto, this is a real malpractice case. You’re screwed if you lose this case.
SFV Room 200B: I said, only moldy.
SFV Room 200B: Now, she was a smoker, all that, you know, she was older, the case would not be worth, probably, enough, but hey, I don’t know, I don’t have malpractice insurance, I don’t have anything!
SFV Room 200B: My mortgage was $700.
SFV Room 200B: So, anyway, to make the story short, lesson number one.
SFV Room 200B: When somebody shows up in your office to… to consult with you, you get a consultation sheet signed by them, dated by them, with their name, address, etc, etc, otherwise you refuse to see them.
SFV Room 200B: That consultation sheet that I gave to everybody specifically says, you’re only here to consult. I’m not your lawyer, I don’t give a shit about your case. Pretty much. You know, you better hire a lawyer immediately, and then advises them of statute of limitations. If you have a case against the government, it’s 6 months. If you have this, it’s this, you know, it’s all there.
SFV Room 200B: So they can’t later on say, I hired him, I paid him in cash.
SFV Room 200B: Oh, so that was what they were saying. No, he basically said, I signed all the retainers, and it was a contingency, and the lawyer said, I’ll take care of everything, and he dropped it all. He blew the statute of limitation. He didn’t sue, so we lost.
SFV Room 200B: But couldn’t he say that… couldn’t you say there was no retainer, like, I don’t have any documents? Well, that’s the problem. He said, I went to the… because typically, when you go to the lawyer’s office, you sign the retainer, usually lawyers don’t give you a copy.
SFV Room 200B: What? You should sign the Victorian lawyer says, thank you very much, I got this, don’t worry, bye-bye.
SFV Room 200B: And then you leave, justifiably so. But that never happened. I could not prove, this is point number two, that I sent a letter
SFV Room 200B: He denied that he ever received that letter that I sent, because I didn’t send it certified. Don’t be stupid like I was. Send it certified, return receipt requested. Get their driver’s license, get that information, otherwise don’t consult with them. Don’t, because you may fall into the same trap.
SFV Room 200B: that I did.
SFV Room 200B: Had I sent that stupid thing certified, I just… one just came back today, and one of my cariticos said, what is this? I said, oh, this is the girl, where I keep telling her, you need to file a claim against the city by September 24th, and she’s not responding, so I sent a certified letter to cover my behind, because there’s only one month left.
SFV Room 200B: And she hasn’t signed with me, I know she hasn’t signed with anyone else, and her daddy’s stupid, so, you know, and she had major surgery on her knee, and she fell into a…
SFV Room 200B: Thing, on the sidewalk.
SFV Room 200B: Anyway, so my point, point number one, you get a consultation sheet signed by the… by these people that consult with you. Otherwise, don’t see them, not even for a minute.
SFV Room 200B: That’s even if you have the malpractice. Even if you have malpractice, of course, why would you put yourself in that position? That’s the first step, getting malpractice insurance. Yeah, I’m sorry? I’m like, getting malpractice insurance, that’s the first, first step. Probably. Probably. I mean, I learned their hard way, right? Then I found out that many of my friends were already doing it in their front, because they had been burned.
SFV Room 200B: before. Like an immigration law, lawyer told me the same thing, guys. She said, I don’t answer anybody’s phone calls. They have to come here, first they meet the girl up front, they sign, da-da-da-da-da, then they come into the conference room, or else they have to leave.
SFV Room 200B: That’s it. And then certified mail, because you want to cover your behind, right? Keep it forever. At least 10 years, okay? And point number 3 is, if you… if your client lies under oath.
SFV Room 200B: You better go withdraw from that case. That girl, that poor girl, didn’t know what she was doing. The judge, and I… unfortunately, I can’t remember the judge, the judge actually pointed to me when I brought all this to the court, and the judge said.
SFV Room 200B: I’m dismissing this case with prejudice. He looked at me, I swear to God, to my face, and that has never happened in 27 years, maybe twice. And the judge said, Mr. Kate, it’s up on you to report them to the state bar.
SFV Room 200B: Case adjourned, and we left.
SFV Room 200B: Like, he didn’t report. He said, it’s upon you to do it. I didn’t do it, but…
SFV Room 200B: But only because I felt bad for her.
SFV Room 200B: Right? I sup the lawyer.
SFV Room 200B: You know, the guy, the physician.
SFV Room 200B: But, you get the point? Cover yourself.
SFV Room 200B: Even if it’s a phone conversation. Even if it’s a phone conversation. And I always make a point of saying, when the people call me on the phone, I say, listen, this is not legal advice, I cannot give legal advice, and I make sure that people are around.
SFV Room 200B: You know, if it’s… especially if it’s a serious matter. I say, you have to come here to have a real consult, you know, and I charge for my consult, not on criminal matters, but on civil matters. I do. So if I’m going to spend an hour with you, I don’t want to hear your bullshit if you pay… unless you pay.
SFV Room 200B: Sorry.
SFV Room 200B: Because everybody wants to come. I’m on the radio, you know how many calls comes in? Everybody wants to show up. My cat is on a treat, can you get the cat? I need a lawyer for the cat.
SFV Room 200B: No, you don’t. Shoot the cat, I don’t care. Even if your retainer is on contingency basis, you’re still charged for… No, no, no, no, no, no, no, of course not. No, I was like… No, no, no, we said, please, what time would you like to come? 9 PM? I love you a long time!
SFV Room 200B: lobster! Exactly. What would you like for dinner? I’m ordering food. There’s a masseuse coming after. Yes, ma’am. The $1.5 million that they were suing you, is that the amount of money they could have had…
SFV Room 200B: I think the lawyers just came up with that money. It was just about… because when, God forbid, God forbid you do somebody close to you, you do have, yes, you do have emotional losses for which you can sue for.
SFV Room 200B: against the wrongdoer. In this case, I am the wrongdoer, because
SFV Room 200B: At least that’s what they claim, because the doctor screwed up. I was supposed to fix that by suing Timely. I didn’t do it, so he lost. He sued me, because they just blew the statute. The truth is, they blew the statute. Him and his brother and sister, whoever.
SFV Room 200B: And then, of course, during that position, I found out everything else that he was lying in. The fact that he was so close to his mommy, he loved his mommy. We had private investigators, which I hired out of my boss’s pocket.
SFV Room 200B: to investigate and find out that he… he… Mommy was totally estranged with him for about 8 or 9 years. He didn’t give a shit about Mommy. Never made a phone call to Mommy. Soon as Mommy dropped dead.
SFV Room 200B: He showed up. He was a complete loser, by the way. Not a real person. Yes. What should the attorney have done, exactly? Which attorney? The attorney who was depending on the position that you were taking at that day. Well, first of all, they wouldn’t… they shouldn’t have signed for him. That was a stupid thing that they did.
SFV Room 200B: You know, because I think he ultimately came clean. He said.
SFV Room 200B: That’s why I just said, don’t sign the release for your client. I just said that today, right? What they did was, the client has to verify under penalty of perjury.
SFV Room 200B: that these answers that I’m providing, these are my answers. If the lawyer signs for it, that penalty of perjury is a complete lie.
SFV Room 200B: Do you understand? So the judge, I can’t… I love that guy, I can’t remember his name, in, mosque, standing mosque. That judge, like, his ears were, like, popping, like, what? Are you kidding me? You’re telling me that the lawyers actually signed a declaration on the penalty of perjury for their client?
SFV Room 200B: How? I said, Your Honor, that’s what he testified to. And the lawyer didn’t say it’s not true. She’s sitting right there. She couldn’t say this bullshit, it’s not true. And…
SFV Room 200B: in response to our motion, it came up with some bullshit excuse. Some… I already knew, I mean, I just looked at the signature, because, look, it was my life. It’s not because I was smart.
SFV Room 200B: Honestly.
SFV Room 200B: Because it was my life. Maybe it was my… if it was my client’s life, I would have missed it.
SFV Room 200B: But because I was… it was my life, and I was living with it, day and night, I was looking at everything. Signature, dates, this, that, anything! Anything! To prove that he’s a lying sack of, you know what?
SFV Room 200B: Which is ultimately what happened. If they give you authorization, an email, a text, or something? No, you can’t! Absolutely not. Don’t ever do that. That’s a huge violation.
SFV Room 200B: It’s a declaration signed by the person that is making the declaration. You can never sign a declaration for your client, or for anyone else, for that matter. Ever!
SFV Room 200B: If I’m not in the office, the lawyers that are in my office that have worked with with me for 18 years, they don’t sign my declaration.
SFV Room 200B: 18 years to work with me, I can just say, Richard, just do this, or do whatever electronic signature, even, which is acceptable.
SFV Room 200B: They won’t do it. When you get to the office, you sign. They shouldn’t do it. I never ask.
SFV Room 200B: I mean, because it’s both of our asses. Who loses your barcard, man. So does it happen often? It happens often? Is that why you knew that… It doesn’t happen often. I just knew he’s shady, and I knew his lawyer is shitty. Shitty. Like, he… I’m not joking. There’s only one lawyer that is a lawyer and a physician that I…
SFV Room 200B: think he’s…
SFV Room 200B: All the others are just shitty lawyers. Very bad lawyers. Maybe they’re good doctors, but very bad lawyers. My experience has been such. And this guy almost never showed up, never answered a phone call, always had these little, you know, people out of law school running around for him. Every single appearance, even on special motions, he would never show up. And the couple of times that I talked to him, I noticed he doesn’t know what the hell he’s doing.
SFV Room 200B: So I knew something was shady. I just knew it. When I saw those signatures, and of course, I had gone back… listen, I investigated this case. I got a copy of his driver’s license from DMV. I had so much evidence, right, that I had gathered. It just suddenly popped to my head that this doesn’t look like his signature. Hold on. I just went back, forth, back and forth.
SFV Room 200B: And I literally made his signature like what you see on Zemer, you know, that thing. I literally made one of those and just put it in front of me.
SFV Room 200B: I said, whose signature is this? Is this your signature?
SFV Room 200B: If you lie under oath, you’re going to jail for 2 years. I mean, I just… I went on and on and on. I read him the perjury penal code.
SFV Room 200B: I read it, and sometimes I do, by the way. If there’s a deposition, you know the guy or the girl is gonna lie.
SFV Room 200B: to intimidate them, I literally take out their penal code, and I read it, and I put it in front of them and say, read it for yourself, and tell me that you understand it.
SFV Room 200B: just to, you know, yeah, intimidate them just a little bit, that if you lie, there’s consequences. And of course, it was videotaped, I still have the VHS.
SFV Room 200B: Right? Like, they cannot answer that question? Well, if they didn’t answer, then I would force him, because I would just bring a motion and have the judge order him, sanction, and order him to answer the question. Or I would have the judge, you know.
SFV Room 200B: dragging into the jury room, having answered the question here. I’ve done it before, done it several times, many times, in fact.
SFV Room 200B: If it’s a difficult case, and I know the lawyer is being a jerk, either there’s going to be a referee that you ask for, and they pay for the party at fault, or you jointly pay for, or there are many times that I’ve asked the judge.
SFV Room 200B: on a Thursday afternoon, Friday afternoon, let’s stick the witness into the jury room, and I’m gonna ask these questions again, and the judge says, yeah, okay, somebody actually did it against my client.
SFV Room 200B: Yeah, because I told the lawyer, are you deaf?
SFV Room 200B: And he immediately filed an ex parte against me and wanted sanctions, although he didn’t know that you cannot ask for sanctions in an ex parte. And guess what happened next?
SFV Room 200B: Five or six months after we went Big time.
SFV Room 200B: Another reason why I said don’t be a jerk.
SFV Room 200B: He became the president of the State Bar. I swear to God. I swear to God. California? Yes! Five, six months after the thing that we went through, he became the president of the State Bar. I was like, oh my god, he’s coming after my license. I just had this fear, but never happened.
SFV Room 200B: I guess he was better than I was, you know? But I got pissed off at him, and I just said, you know, are you deaf? She just answered the question 3 times. And he… he thought, oh my god, you know, you dis… dishonored his…
SFV Room 200B: Whatever, and showed up in court, The next day.
SFV Room 200B: Somebody had a question. Just to… after the deposition procedure, I mean, what happens next? What did you do next? I filed a motion. Yeah, I filed a motion to dismiss, absolutely. I said, these are not his questions, and one of the… one of the motions that you can bring if there is this… if there is discovery violations, is to have their…
SFV Room 200B: complaint-stricken, or answer-stricken, depending on the party. And as I recall, that’s what… the judge’s name is with B, maybe I’ll remember it one day. But that’s exactly what the court did. The court said, this is… this is totally dishonest, this is totally wrong, I cannot stand for it. In fact, the judge’s belief was that he was not busy.
SFV Room 200B: They came up with the answers that they wanted, they signed it, they sent it.
SFV Room 200B: He was not busy, he was not in San Francisco, that’s what the court ultimately thought.
SFV Room 200B: You know, and I was just standing there, honestly, shaking. Like, I was shaking, because, again, it was my life.
SFV Room 200B: I would have to go file bankruptcy.
SFV Room 200B: Had he got a judgment, I would have to go file bankruptcy. Simple as that. I had nothing.
SFV Room 200B: Can you imagine you’re at a law school for two years, and you get a $1.5 million lawsuit, because your boss is a jerk and the guy’s a liar?
SFV Room 200B: And I’m, again, taking the time for you to protect yourself.
SFV Room 200B: Don’t rely on what your blood says. Please.
SFV Room 200B: Cover yourself. I don’t care if you’re…
SFV Room 200B: Office doesn’t ask for whatever you ask for.
SFV Room 200B: Get his email, at least. Email back. Hey, you and I just spoke, and you said this, and I told you, you have 6 months, and you have to do this, you have to do that, you know what I mean? Please reply back, and oftentimes they do, they reply back and say, I got it.
SFV Room 200B: You’re safe. You’re safe, you just communicated. It’s in writing, you’re safe.
SFV Room 200B: Right?
SFV Room 200B: By the way, before we go forward, one more thing. Sometimes, if I have to give advice on the phone and I feel bad for the person, I say, I need permission to record our conversation.
SFV Room 200B: And they say, okay, I’m gonna say, okay, I’m gonna go on the record now, Mr. So-and-so is on the record, and sir, are you giving permission for me to speak to you, because you want advice and, you know, on the phone briefly, and you don’t want to pay to come see me, you know, whatever, whatever, whatever. And he says, yes. Sometimes I do it with prisoners, like, people that are in prison, they call. I just put it on a recorded call, right? And, …
SFV Room 200B: I may speak to the person, and…
SFV Room 200B: May offer something, but I make sure I cover… you gotta do this, you gotta do this, you gotta… Okay, now I’m gonna turn off the recording. Do I have your permission? Yes, you do. Okay, thank you. Boom. And then I keep it.
SFV Room 200B: Another way to protect yourself, but I like the writings much better.
SFV Room 200B: Professor, I have a question. The fact that you put someone else and said that he’s a DA, was that okay? No, absolutely not. That was the biggest violation of Century. Whatever DA… I don’t recall, to be honest, not to lie, I don’t recall exactly what he said, what I said about him, but I made sure he knows that this is law enforcement, of some sort.
SFV Room 200B: from the District Attorney’s Office.
SFV Room 200B: But it is absolutely not okay. I’m telling you, it was my life. I was gonna do anything, because I knew he was lying. I knew he was lying. He never signed it. In fact, I told him, Gianna, I remember. And I had the letter.
SFV Room 200B: Right, but that wasn’t enough.
SFV Room 200B: They didn’t try to… They didn’t try to bring that up in court, that you had that guy… I guess, yeah, wouldn’t they say something? No, no, there was a reason I did that, because when she showed up, I knew that she… she doesn’t know what the hell is going on. She didn’t even know how to spell deposition.
SFV Room 200B: I’m not kidding, I swear to God, because her objections from the very beginning was so off the cuff, like…
SFV Room 200B: BS objections. Something… some… there are some objections that you cannot make those objections during a deposition. You just can’t.
SFV Room 200B: But she started off in that manner, and she visibly looked scared or concerned, right? So I was like, this is my only chance, because the truth is, that’s really, literally my only chance. It’s… you do the same thing in court, right? I mean, not you, I do.
SFV Room 200B: I had a… excuse… excuse me, all the cops should forgive me, but I was in West LA Court. There’s no West LA Court anymore. There was, when you guys were now born. I was there on a… in a trial.
SFV Room 200B: LAPD’s on the stand.
SFV Room 200B: And I go, sir, this is a matter of opinion, right, what you just said. He said, no, this is a… this is fact. Something like…
SFV Room 200B: I don’t know.
SFV Room 200B: It’s… I think it’s 68 degrees, something like… I don’t recall what it was, but it was definitely an opinion, not fact.
SFV Room 200B: And I goes, no, sir, this is… I explained what fact is, I said, this is not a fact. A jury’s sitting there, judge is sitting on the bench.
SFV Room 200B: That’s not a fact.
SFV Room 200B: That’s a matter of opinion, right? He goes, no, that’s a fact.
Jasmine Pourzanjani: Professor K….
SFV Room 200B: I picked up my water, I drank the water, that much of it was left.
SFV Room 200B: I put it on him. You put it on who? On the cup. And I said, you are wet. That’s a fact. And the judge said, in chambers! And she was, she, oh my god.
SFV Room 200B: After that, I don’t want to take your time. Okay. Wait, wait, wait, wait, what happened? She made me… she made me go apologize after lunch. I mean, I literally said, Your Honor, I made a big mistake, and I ate everything, I apologized in front of the jury, the judge admonished the jury, you know, that this never happens, disregard…
SFV Room 200B: I got $9,000 in that case. You want $9,000? Yes. Oh. I had to pay $9,000.
Jasmine Pourzanjani: professor.
SFV Room 200B: Yes, ma’am.
Jasmine Pourzanjani: I had a question. I wanted to see if there’s any update on that case you mentioned.
SFV Room 200B: On our very first class that you took on with the guy in Vegas.
Jasmine Pourzanjani: with the credit card, where he had to max it out, and it was $1.5 million, and he argued, and it became $3 million, but he was drunk. Is there any….
SFV Room 200B: I did almost….
Jasmine Pourzanjani: I was so interested in….
SFV Room 200B: I think that was another professor, I… but I want to hear about it. I’m sorry, I’ve had those type of similar cases, but… not exactly, sorry.
Jasmine Pourzanjani: Alright.
SFV Room 200B: I’m sorry. She’s talking about Dana White. He was drunk gambling, as he always does. On the podcast. No, no, no, no, just the podcast, he had a $1.5 million from work. Yeah, yeah. Yeah, he’s… and then they said, no, no, you didn’t lose, like, $100,000 or $200,000, you lost, like, a million. And he goes, oh my gosh.
SFV Room 200B: That sounds like me. Something like that. Yeah, yeah. That was not my client, that was Dana White. It was a Dana White talk. Yeah, it’s a podcast. Yeah, yeah, yeah. All right, good night, everyone. If I share my personal experiences, I hope you don’t… well, professional experiences. I hope you don’t take it too hard. I don’t intend to take your time, but I want to honestly share something that…
SFV Room 200B: Otherwise, somebody tells you, God ain’t forget this thing happened to me.
Frantz Biamby: Professor.
Daniel Toukhlandjian: Thank you, Professor.
Cameron Smith: Thank you.
SFV Room 200B: Okay, thank you, everyone.
Sevada Safarian: Thank you.
SFV Room 200B: It’s kinetic.
Arthur Mazloumian: Say with you, good night.
SFV Room 200B: Sweet. Yeah, oh yeah. Bye.
SFV Room 200B: Bye, Professor, thank you. Hey, look up the case.
SFV Room 200B: It’s gonna be good.
SFV Room 200B: We were thinking of doing Google. Yeah, we’ll do that. And I was gonna pay it, but I’m like, everywhere, this is, like, unnecessary.
SFV Room 200B: No, but that’s, like, you get, like, the same stuff.
SFV Room 200B: The best way to answer this, in my opinion, is that whoever wrote this book, which is called… And if it doesn’t, like, if it says, okay, just like you send the help button, then it will turn for you.
SFV Room 200B: But that’s true.