Contracts - Session 05

Transcript

SFV Room 200B: Oh, you can look at this.
SFV Room 200B: You’re like, that sounds good. Whatever’s going around? I party too hard, I believe it. You want two?
SFV Room 200B: Yeah, that was nice. Oh, yeah, I saw you on there, yeah.
SFV Room 200B: Please don’t send AI requests or anything like that on YouTube. Which one? I went to Cascade, I went to Amphithe. In two weeks, I’m going to add a port. ChatGPT or PPT, or… I’m not an AI attorney? None of that stuff. Not yet.
SFV Room 200B: Not that intelligent. It was about traffic.
SFV Room 200B: Bro, this is a really good pen. Is it recording? Yes, the red button. Sure.
SFV Room 200B: Contracts. Yeah.
SFV Room 200B: Cool.
SFV Room 200B: Okay.
SFV Room 200B: Good evening, everyone. Welcome back.
SFV Room 200B: You had 2 weeks of vacation, Back to business.
SFV Room 200B: Hardly vacation, I would say, to be honest, but… It’s never ending. Never ending.
SFV Room 200B: I know some people went to Kala. I hope it was a good experience.
SFV Room 200B: I missed it, but… sorry. Yes. He paid for it. Definitely had a good time. Good.
SFV Room 200B: Ruben Argajanyan?
SFV Room 200B: Yes, here.
SFV Room 200B: Roberto Campos, right here. Marco Zielowski?
SFV Room 200B: Brianna, Camaro Estrada.
SFV Room 200B: Rihanna Estrada?
SFV Room 200B: Joseph Kijijian? Here.
SFV Room 200B: Robert… Robert Nazarian?
SFV Room 200B: Robert Nazarian?
Robert Nazarian: Here, Professor.
SFV Room 200B: Gotcha.
SFV Room 200B: Interesting.
SFV Room 200B: Jujitanic drops me.
SFV Room 200B: Same mode.
SFV Room 200B: Yes, it’s on the main castle.
SFV Room 200B: Absolutely.
SFV Room 200B: Go ahead, Patrician. Here. Present.
SFV Room 200B: Danny Ramirez? Here. Corman Sakarian? Here.
SFV Room 200B: Joshua Zone? Here.
SFV Room 200B: Lucine Abrahamian.
Lusine Abrahamian: Here.
SFV Room 200B: Surin Abraham?
Suren Abrahamyan: here.
SFV Room 200B: Thank you. Edwin, Eddie Agile?
Edwin Aghilian: You’re a professor.
SFV Room 200B: Daniel Arminz?
danielarmin: Year.
SFV Room 200B: Jason Aziz?
SFV Room 200B: Jason Azizi?
SFV Room 200B: Armin Vashian?
Armen Bashian: Good evening, presser.
SFV Room 200B: Good evening.
SFV Room 200B: Franz Piambi?
SFV Room 200B: School’s not really like a couple things.
SFV Room 200B: Franz Biambi?
SFV Room 200B: I still love it. Victoria Priones?
Victoria Briones: Here.
SFV Room 200B: False.
SFV Room 200B: Giancarlo Hernandez? Yeah.
SFV Room 200B: Fabricia… Fabricia… Get error on?
Fabricia da Hora: I’m a heat professor.
SFV Room 200B: on, Gaussian?
Anna Galadzhyan: Here, Professor.
SFV Room 200B: Sorry.
SFV Room 200B: Sona Bazarian?
SFV Room 200B: Kevin Golomati.
Kevin Golovaty: Here.
SFV Room 200B: Cesar Gonzalez?
SFV Room 200B: I’m scared.
Cesar Gonzalez: Possibly.
SFV Room 200B: Paul Gonzalez?
Paul Gonzalez: Here, Professor.
SFV Room 200B: Anna Hakopian? Here.
SFV Room 200B: Karen Vasquez?
SFV Room 200B: That’s on.
SFV Room 200B: Karen Vasquez?
SFV Room 200B: Karen Hernandez-Vazquez.
Clarissa Terrazas: She’s having technical issues, Professor.
SFV Room 200B: Okay.
SFV Room 200B: I know, absolutely.
SFV Room 200B: I’m like, what’s on that.
SFV Room 200B: How do we know she has technical issues?
Clarissa Terrazas: She texted me.
SFV Room 200B: Okay.
SFV Room 200B: Ruben Hunanian?
Karen Hernandez: Sir, did you call my name? Sorry, my bike keeps going in and out.
SFV Room 200B: Are you Karen?
Karen Hernandez: Yeah.
SFV Room 200B: That’s okay.
SFV Room 200B: Sure.
SFV Room 200B: Kubin?
Ruben Hunanyan: Here, Professor.
SFV Room 200B: Free talk, Corian?
SFV Room 200B: for Ryan.
Rita Karaian: Yes, here, Professor.
SFV Room 200B: Leona Caribian?
LIANNA KARIBYAN: You’re…
SFV Room 200B: Rigor Kasabian? Hello.
SFV Room 200B: Hello. Carl Kushkarian?
Karo K.: Here, Professor.
SFV Room 200B: Adeline Koshkarian.
maddykoshkaryan: Hi, Professor.
SFV Room 200B: Adrian, Umamamoto.
SFV Room 200B: I love it. Adrian Komamoto.
SFV Room 200B: Adrian Komamoto?
Fatima Razavi: Professor, she might come on, she’s not feeling well, so I don’t know if…
SFV Room 200B: no longer.
SFV Room 200B: Oops.
Cynthia Llauger: Here, Professor, do you call Cynthia Logger?
SFV Room 200B: Yes. Jace McCartian?
Jason Makaryan: here.
SFV Room 200B: Sabrina Malecon?
Sabrina Malekan: Here.
SFV Room 200B: Arthur, Ms. Lumion?
Arthur Mazloumian: Here.
SFV Room 200B: Jana Masmanian?
Yana Mazmanyan: Here, Professor.
Yana Mazmanyan: Armand Clerzoyan.
Arman Mirzoyan: Here, Professor.
SFV Room 200B: Sayeda Gilani?
S.Zahra Movassaghigilani: Dear Professor.
SFV Room 200B: Laura Moradian?
Laura Muradyan: Here.
SFV Room 200B: Sabrina Nazar?
SFV Room 200B: I’m sorry, Sebastian Nazar. Here.
SFV Room 200B: My favorite TV show is a huge wish.
Elona Nazaryan: Here.
SFV Room 200B: Yep.
SFV Room 200B: That is everybody. Amanda or Dan?
SFV Room 200B: Masi Oyaka?
Masie Oyaga: Here.
SFV Room 200B: Alexander…
Alex Poberezhskiy: I’m here.
SFV Room 200B: Thank you.
SFV Room 200B: Jasmine Porzanjani?
Jasmine Pourzanjani: here.
SFV Room 200B: That actual work. Silvada Safarians? This one right here.
Sevada Safarian: Here, Professor.
SFV Room 200B: Isabel Salazar?
SFV Room 200B: Isabelle Salazar?
SFV Room 200B: Maria, Salazar Maria.
SFV Room 200B: Maria, Solazar, Maria.
SFV Room 200B: Susie…
Suzy Shkhrdumyan: I’m here, Professor.
SFV Room 200B: Do you mute? Okay.
SFV Room 200B: Cameron Smith.
Cameron Smith: I’m here.
SFV Room 200B: Yesenia Surya?
Yessenia Soria: Here, Professor.
SFV Room 200B: Anabela’s… Sulahin?
Anabella Sulahian: Here, Professor.
SFV Room 200B: Clarissa Terrazas?
SFV Room 200B: Daniel… Uklanjian? Yeah, I know.
SFV Room 200B: Arthurian?
SFV Room 200B: Madonna Youssef.
SFV Room 200B: She is not here today. She’s not here today. No, she went to Cala. She’s still there? I’m at the… I’m at the casino. I understand. Yes, ma’am. What is your name? Helena, or E-G-I-A-N.
SFV Room 200B: Helena, EG? I, A.
SFV Room 200B: You’re not, you’re not on the list, so let’s talk to them and see what’s going on. Okay. Is that it? That’s your name? And then the last name is D-A-V-T-I-A-N.
SFV Room 200B: Thank you. And I know, guys, please.
SFV Room 200B: I know a couple of people texted me, and they just joined this class, and
SFV Room 200B: came out of a couple of other classes. If there are any other names I haven’t called.
SFV Room 200B: Speak up now, please.
Rami Helo: Professor, you didn’t call mine.
Rami Helo: I just joined your class, my name is Rami Hila.
SFV Room 200B: Spell your first and last name, please.
Rami Helo: My first name, Rami, R-A-M-I. Last name, Hilo, H-E-L-O.
SFV Room 200B: Okay, thank you, sir. Welcome.
Rami Helo: Thank you.
SFV Room 200B: I think there’s…
Daniel Sheck: Yes, sir.
SFV Room 200B: Yes, hi.
Daniel Sheck: Yes, hi, Daniel?
SFV Room 200B: Spell first and last name, please.
Daniel Sheck: E-A-N-I-E-L.
Daniel Sheck: Last name S-H-E-C-K.
SFV Room 200B: Thank you. Welcome.
Juan Esparza: Professor, I’m new to the class as well.
SFV Room 200B: Okay, please spell your first and last name.
Juan Esparza: Juan, J-U-A-N.
SFV Room 200B: Esparza, E-S-P-A-R-Z-A.
SFV Room 200B: Welcome, sir. Are there anyone else? Yes, Professor.
Yanique Reid: My name is Yannick Reed, it’s spelled Y-A-N as in Nancy, I-Q-U-E, last name is R-E-I-D, like David.
SFV Room 200B: Got it.
SFV Room 200B: Anyone else? Welcome. Anyone else?
Fatima Razavi: Professor…
Diana Amador: Oh, sorry.
Diana Amador: Go ahead, Fatima.
Fatima Razavi: Oh, no, honey, you go first.
Diana Amador: Okay, Diana, D-I-A-N-A.
Diana Amador: Last name, Amador, A-M-A-D-O-R.
SFV Room 200B: Okay, thank you, Ms. Amador. Anyone else?
Fatima Razavi: I am Fatima Razavi, F-A-T-E-M-E-H, Razavi, R-A-Z-A-V-I.
SFV Room 200B: Or if you want.
SFV Room 200B: Welcome, Mr. Razzani.
Fatima Razavi: Thank you. And I was at Cala, it was really good.
SFV Room 200B: Yeah, I think I’ve met you, before, and I have actually seen you in color, I think.
Fatima Razavi: I’m there every year.
SFV Room 200B: Yup.
SFV Room 200B: Did you have a good comment, Calla?
Fatima Razavi: Amazing time.
SFV Room 200B: Go ahead, great. Anyone else? Anybody else’s name I didn’t call? I know. No, I think last time I marked you private. I think I already marked you private, but anyone that is having any issues with
SFV Room 200B: attendance. You gotta… you gotta reach out to the administration, okay? Because I… it’s really out of my hands. I mean, I speak for all of you. I can’t go into the system and mark anybody marked, present, or absent.
SFV Room 200B: This is it.
SFV Room 200B: you know, when we were doing, this class on Zoom exclusively during COVID, I had access to electronic… I mean, I do.
SFV Room 200B: But…
SFV Room 200B: It would take forever. It would take so much of class time to log in everybody, but this is pretty much what I’m going to turn in. So…
SFV Room 200B: just reach out to the administration, make sure you’re added to the class, and I’ll… I’ll tell up front to make sure they add you guys. I know that, so many people, 2 or 3 people at least, told me today, yesterday.
SFV Room 200B: They’re joining this class.
SFV Room 200B: We’re now up over 60 people, I think.
SFV Room 200B: Which is insane, if you ask me.
SFV Room 200B: I thought it’s too late to join. I’m here for all of you. I’m sorry. Wasn’t there a two weeks? You only have two weeks to change. I don’t know how they did it, but I’m not ever going to kick anybody out of my class. Well, you’re all good. I mean, if you… if you think I’m any better, okay.
SFV Room 200B: It’s just a matter of convenience.
SFV Room 200B: Not, you know… No, okay, all jokes aside, let’s go to page 38, please.
SFV Room 200B: Brilliant.
SFV Room 200B: Oops.
SFV Room 200B: The plan is to…
SFV Room 200B: both of these cases up to acceptance, and then if he… if there is time, I’m going to lecture on acceptance.
SFV Room 200B: If not, then we’re just gonna go through these cases all the way through page 8… 84.
SFV Room 200B: So, anyone wants to brief? Guys, please.
SFV Room 200B: Anyone wants to brief, Joseph Martin for us on 38?
SFV Room 200B: I couldn’t swim either.
SFV Room 200B: Anyone?
SFV Room 200B: Should I call a name?
SFV Room 200B: I’ll do it.
SFV Room 200B: Okay, you just saved whoever you saved. Okay, so Joseph Martin Jr, Delic Tassen versus Schumacher. Yeah. Joseph Martin is the plaintiff, Schumacher is the defendant.
SFV Room 200B: In 1973, Schumacher leased the store to Martin for a 5-year term at a gradual increase rent of $500 per month for the first year, and $650 for the fifth year.
SFV Room 200B: The renewal clause stated that the tenant may renew this lease for an additional period of 5 years at annual rentals to be agreed upon.
SFV Room 200B: And that the tenant shall give the landlord
SFV Room 200B: A 30 days notice to exercise such right. The tenant desired to renew the lease, however… Put your phones away.
SFV Room 200B: However, once the landlord notified the tenant that the new rentals will begin at $900 per month, the tenant brought in an appraiser for a fair market rental value. The appraiser paid their rent to be $545 per month, and they disagreed, so Martin began an action
SFV Room 200B: to force Schumacher to extend the lease at the appraised fair market value for the court to decide a reasonable amount. The trial court ruled in favor of Schumacher that an open agreement to agree on a future rental was unenforceable for uncertainty as a matter of law.
SFV Room 200B: Martin appealed, and the Appellate Division
SFV Room 200B: move in favor of Martin reasoning that a renewal clause in a lease providing for future agreement on the rent to be paid during the renewal term is enforceable if it is established that the party’s intent was not to terminate in the event of a failure to agree.
SFV Room 200B: Schumacher appealed the Pellet Division’s order.
SFV Room 200B: Then the issue was whether a real property leases provision that the rent for a renewal period was to be agreed upon may be enforced.
SFV Room 200B: And the court’s rule was a mere agreement to agree in which material term is left for future negotiations is unenforceable.
SFV Room 200B: Very good. Now, this might be an example of why I don’t draft, nor do I read contracts, seriously. Because if you think about it.
SFV Room 200B: How many years have I been practicing? 27 years, Jesus.
SFV Room 200B: So, 27 years. I still have not…
SFV Room 200B: Felt comfortable enough to read a contract and tell people
SFV Room 200B: I mean, there are general provisions that anyone, any… most lawyers that litigate these things like I do will tell you, oh, you gotta have, you know, this clause, and that clause, and get rid of this one.
SFV Room 200B: But there’s so many nuances. Look at… look at what happened here. You think this guy did not go sue his lawyer, probably, if the lawyer drafted? I swear to God, think about it. He probably would go sue for malpractice. You said, agree to agree, why the hell did you say that? You know there’s no contract, or at least you should have known.
SFV Room 200B: Because that was established law.
SFV Room 200B: And then, of course, the lawyer is going to defend himself by saying, or herself.
SFV Room 200B: By saying, hey, wait, wait a minute, the Court of Appeal agreed with me, actually.
SFV Room 200B: Right? But this is… this is an example of a classic view. Classic view.
SFV Room 200B: Of the way the courts treat agree to agree.
SFV Room 200B: You are… the court is not going to substitute its own judgment. The court is not going to bring an appraisal
SFV Room 200B: to figure out what that figure might be. Agree to agree means if I don’t agree, you got no deal. It doesn’t matter if it’s fair, absolutely lopsided, to my advantage.
SFV Room 200B: If I don’t agree, there is no deal.
SFV Room 200B: Right? Now, I want to make a distinction
SFV Room 200B: that I think most professors miss, but I think it’s important.
SFV Room 200B: And I want you to please incorporate this into your notes if you’re taking notes.
SFV Room 200B: And that is that if the parties would have said.
SFV Room 200B: We will agree to negotiate in good faith.
SFV Room 200B: In good faith is the buzzword. It’s the key word, right?
SFV Room 200B: We… if the parties had said that we agree to negotiating good faith.
SFV Room 200B: I would argue that this is not a fatal flaw.
SFV Room 200B: To enforcing that contract.
SFV Room 200B: this extension.
SFV Room 200B: Because then you could sue and say, you failed to negotiate in good faith. That’s the provision that you actually breached.
SFV Room 200B: Do you understand?
SFV Room 200B: So if it’s… if it’s a reasonable figure, and you fail to negotiate in good faith, well, I’m going to sue you.
SFV Room 200B: Right? So that’s a little distinction from agree to agree. Agree to agree basically means nothing. It means that if I want to do it in the future, I’ll do it. If I don’t, I don’t.
SFV Room 200B: It’s like saying to somebody, I agree that in the next 5 years, we should talk about getting married.
SFV Room 200B: You haven’t committed to anything!
SFV Room 200B: I agree to agree.
SFV Room 200B: We’ll discuss it later.
SFV Room 200B: It doesn’t mean that you’re committing to anything. That’s exactly what agree to agree means. So that classic view.
SFV Room 200B: It’s a little different, where there’s obviously no contract, versus
SFV Room 200B: I agree to negotiate in good faith to come up with a figure.
SFV Room 200B: Right?
SFV Room 200B: That would be reasonable.
SFV Room 200B: Then you can say, oh, there is a breach for… for…
SFV Room 200B: Oh, by the way, I just sued a doctor, a dentist, for dental malpractice. I don’t do dental malpractice. I got you the info. I’m sorry? I got you the info. Oh, God bless you. I don’t do dental malpractice, as I’m sure all of you know, but I just did it because it’s somebody close to me, and I had no choice, because nobody else is gonna… was taking the case.
SFV Room 200B: But I decided to sue for breach of contract and embezzlement from the client, and
SFV Room 200B: You know, a bunch of civil liability stuff, so that the case would survive.
SFV Room 200B: somebody’s judgment. All true. All of those are true, but most lawyers would not include any of that.
SFV Room 200B: In this… in a malpractice action. That’s true. And tomorrow, I’m going to appear in Van Nuys, we’re going to talk about if there’s a demurror they filed. Everybody knows what a demurra is, a demurror, a motion to strike.
SFV Room 200B: The demur is basically an attack on the complaint, right? The complaint I filed, they filed the demur.
SFV Room 200B: And, although the judge sustained half of their demur, half of it was denied.
SFV Room 200B: Which means that this case is going to end up before a jury, regardless.
SFV Room 200B: what causes of action is going to end up before a jury? Well, that depends on who my expert may be, and if I can… but at least half of it is going to end up before a jury.
SFV Room 200B: And so, if I haven’t learned anything else, I’ve learned that if you have a lemon case, lemon law case, you just don’t sue for lemon. You’re an idiot if you do.
SFV Room 200B: You gotta put a whole lot of stuff in there that I can’t say on video, you have to talk to me privately, right?
SFV Room 200B: So, it would always survive a summary judgment.
SFV Room 200B: Right? Which means?
SFV Room 200B: They gotta pay you. Regardless.
SFV Room 200B: Right?
SFV Room 200B: I had a case… I had a lemon case, and I… so, I tell you, breach of contract is huge. I had a lemon case, the expert flew in from somewhere.
SFV Room 200B: Sat in the car with me and my client and the mechanic.
SFV Room 200B: And he said, there’s nothing wrong with this car, look. And he was right.
SFV Room 200B: Oh, my expert was in the car, too.
SFV Room 200B: Nothing wrong with the car.
SFV Room 200B: Well, we’ll pay you $17,000 just to go away. Please, just go. I said, okay, let’s write it off.
SFV Room 200B: We did.
SFV Room 200B: There was no lemon, but they had to pay, because the way I had…
SFV Room 200B: drafted the complaint, made it almost impossible for anyone to get out of it, other than going to a jury, which would cost them so much more, and I just knew how to piss off the jury. So, you know, I just showed them some examples of prior,
SFV Room 200B: verdicts from juries from all the way from San Francisco all the way down to San Diego. And I said, here, you want to try? Let’s try it.
SFV Room 200B: Can I read that, I’m sorry? Can I read that complaint? I want to see… Yeah, sure, I’ll find it, absolutely. It was a Honda… some SUV, Honda SUV, something.
SFV Room 200B: Well, the point that I’m trying to make is that contracts are… complicated.
SFV Room 200B: You have to know how to draft them, you have to know how to litigate them, you have to know how to fight them, and if you don’t, ask. Otherwise, you will open yourself up for malpractice.
SFV Room 200B: And it will not come up today.
SFV Room 200B: Today, you look at a contract, you say, okay, do this, add this, do that, whatever. And then, when there’s a breach, and one party sues the other, 10 years from now, they find out, oh, Michael Kate was the idiot that drafted the contract, let’s sue him!
SFV Room 200B: The statute of limitation is perfect, because they just found out.
SFV Room 200B: They… and then next thing you know, you get a lawsuit from 10 years ago, something you did a decade ago.
SFV Room 200B: Yes. I was about to just ask, is there a statute of… Well, it’s from the time that you know, or you should have known.
SFV Room 200B: Right? So if you had no reason to know that there is malpractice, no!
SFV Room 200B: Right? There’s… the statute of limitation is told during those times.
SFV Room 200B: It only starts to run, the clock will start to run from the time that you know, or you should know, or you should have known.
SFV Room 200B: That, oh, he did something wrong, right?
SFV Room 200B: So, for example, in this case, the moment they say, oh, this clause is unenforceable, your statute starts to run, assuming that your lawyer drafted the contract and there was malra.
SFV Room 200B: Right?
SFV Room 200B: And so, that’s why trust and estate lawyers, they get sued down the line.
SFV Room 200B: somebody dies.
SFV Room 200B: They want to, you know, they want to enforce the trust, and there’s something wrong with it, and the court says, no.
SFV Room 200B: now litigation starts against the lawyer. For medical, in California, it’s a year. Excuse me? For medical… Yeah, but from the time that you find out, or you should have found out, right? So if your doctor consistently told you, no, don’t worry, you see this numbness that is in your mouth? That’s gonna go away in a couple of years. Just hang in there.
SFV Room 200B: Your statute of limitation is not running, because he just reassures she reassured you that your numbness is gonna disappear.
SFV Room 200B: And if it doesn’t, now your statue starts to run, because you say, oh, looks like he lied to me. Or something is wrong. Now you’re on notice to go check, do something.
SFV Room 200B: Right?
SFV Room 200B: So, otherwise, everybody would just lie. Like, the lawyer screws up, and the lawyer says, don’t worry about it, I’ll fix this. Don’t worry about it, just relax. It’s just gonna take a couple years. And then, of course, this time of limitation is blown, and they go, oh, sorry, couldn’t do anything for you.
SFV Room 200B: So, doesn’t work like that. Okay, so…
SFV Room 200B: The reasoning is on page 39, middle of the page, the court says on the second full paragraph, it also follows that before the power of law can be invoked to enforce a promise, these are the languages that I read to you only because I care about the language. Because the language will make you a lawyer.
SFV Room 200B: will make you a better litigator, will make you a better student when you write your exam, right? That’s why I read this stuff.
SFV Room 200B: It must be sufficiently certain.
SFV Room 200B: Not absolutely certain, but just sufficiently certain.
SFV Room 200B: And specifics so that what was promised can be ascertained.
SFV Room 200B: Otherwise, the court, in intervening would be imposing its own conception of what the parties should or might have undertaken, rather than confirming itself to the implementation of a bargaining to which they have mutually committed themselves. In other words, the court says, our job
SFV Room 200B: is to enforce the terms of the contract, not manufacture terms. We can’t do that. We won’t do it.
SFV Room 200B: Right?
SFV Room 200B: And of course, the rule is, again, the following paragraph says, dictated by these principles, it is rightfully well settled in the common law of contracts in this state that a mere agreement to agree in which a material term is left for the future negotiation is unenforceable. And of course.
SFV Room 200B: Rent due in a lease contract, of course is material. What could be more material than how much you’re gonna pay?
SFV Room 200B: Right? My wife just asked me yesterday, she says, how much rent do you pay for the… this office and that office? And as soon as she heard that, she was like, what?
SFV Room 200B: you pay that much? I’m like, yeah, go check out the deals now. It’s like $5 million a square foot.
SFV Room 200B: In Brentwood.
SFV Room 200B: Okay.
SFV Room 200B: I’m gonna read from the bottom of 39 and top of 40.
SFV Room 200B: The last paragraph, middle of that paragraph, the second sentence, it says, the concern is with substance, not form.
SFV Room 200B: It certainly would have sufficed, for instance, if a methodology for determining the rent was to be found within the four corners of the loose.
SFV Room 200B: Who can tell me what that means?
SFV Room 200B: The court says if there was a methodology for ascertaining the amount of the rent that was in the four plans of the lease, I’ll be okay with that. What does that mean, sir? Some sort of arbitration agreement in the text of the…
SFV Room 200B: Correct. Maybe, like, an arbitrator would decide how much. Okay. But what about some formulation?
SFV Room 200B: Right? So, for example, the parties could have included, if we can’t agree.
SFV Room 200B: We will go with a reasonable price. How do we go with a reasonable price? You hire your own guy, I hire my own guy, and our guys will hire a third guy, that guy will say how much it is.
SFV Room 200B: Make sense? How much is the rent? Or we’ll have the court ascertainable… a reasonable figure. So there was a formula to get to a number, right? So remember.
SFV Room 200B: If there is a material term, the term itself may not be in there, but there may be a formula to get to that term. Do you understand? That is perfectly fine.
SFV Room 200B: And that usually comes up with MBEs. In the MBEs, when we want to really get you
SFV Room 200B: you know, or the State Bar wants to get you. This is what they do. There’s their formula, and some students just miss that.
SFV Room 200B: Right? If there is a formula, that’s perfectly fine.
SFV Room 200B: Okay?
SFV Room 200B: Okay, it says, but the renewal clause here, in fact, contains no such integrations, right?
SFV Room 200B: Ingredients, sorry. Neither tenant nor landlord is bound by any formula.
SFV Room 200B: There is no… not so much as a hint, as a commitment to be bound by a fair market rental value. In other words, there is not even a hint that a fair market value would be the value that the court should enforce, right? So we’re not going to do it.
SFV Room 200B: In other words, the judge… the court is saying, look, if a contract is too vague… Exactly.
SFV Room 200B: We’re not going to help you. Sorry. Doors are closed, right? Not everything is… there’s a solution for it in court.
SFV Room 200B: Right? Just like when the husband promised to pay the wife
SFV Room 200B: some money, remember? In the beginning, the court says, we’re not gonna do this. That is not some… that’s not our function.
SFV Room 200B: Okay.
SFV Room 200B: Alright, let’s, let’s go over…
SFV Room 200B: Haines versus City of New York. Sir? So Haines versus the City of New York. On page 41.
SFV Room 200B: The defendant here is the city of New York, and they were tasked… the city was tasked with the project of creating a switch system and treatment plant for, like, ongoing construction and property when they were expanding the city. Haynes, the plaintiff here, he had property, you know, in the city, and he wanted to have
SFV Room 200B: use that property for residential spaces, so I reached out to the city,
SFV Room 200B: requesting for that sewage line and that treatment plant to connect into his property, and the city denied it. So, naturally, he just went and brought action against the city.
SFV Room 200B: In regards to getting sewage and treatment going into his property as well.
SFV Room 200B: So for issue, I wrote down, that the issue in this case is if a contract calls for future growth without a specific time frame, and that growth is in regards to the switch system, is that, future growth of certain areas a part of that time frame, and is it bound to the original contract?
SFV Room 200B: Oh.
SFV Room 200B: Essentially, Haynes was arguing that the original contract the city had in regards to their sewer system meant they should expand the sewage plan for his property and make his job a little bit easier, even if the city was operating at capacity, which the reading did say, they were having problems with the excess and all that stuff.
SFV Room 200B: When it came to waste, but since there was no explicit expiration date, the city argued that they could terminate the contract whenever they chose to, and essentially the
SFV Room 200B: When he got to the appellate court, they reversed the decision because they said the city can’t operate at the existing levels, and they do not have to include Haines’ property, have the sewage and treatment system that the city was using, so he did not get what he wanted.
SFV Room 200B: So, what was the court doing? What was the court trying to interpret?
SFV Room 200B: Duration of time. Yeah, duration of time when there is silence.
SFV Room 200B: contract is silent, right, as to what duration. There’s no date set. Right, and the court basically says.
SFV Room 200B: Reasonable time, right? Reasonable time. It’s not going to be indefinite forever, it’s going to be a reasonable time, right?
SFV Room 200B: And this basically is an issue of silence for duration. The defendant says duration is perpetual, of course, and the court basically takes the middle ground.
SFV Room 200B: And says, reasonableness.
SFV Room 200B: And so, this is actually the prevailing view.
SFV Room 200B: All right.
SFV Room 200B: The court says, basically, that if it’s not otherwise stated in the contract.
SFV Room 200B: Reasonable duration would be what we would enforce, right?
SFV Room 200B: Which means that, as I said, the court can draft its own laws, even though people say they can’t.
SFV Room 200B: Yes, they can. They just did.
SFV Room 200B: Right? They could have said, yeah, it’s perpetual, forever. It’s only reasonable.
SFV Room 200B: that anybody within, you know, miles of that sewer plant or sewer pipe that may need the services, the city shall provide. They could have said that, but they didn’t.
SFV Room 200B: Right? I’m assuming they wanted to close the floodgate of potential litigation coming down pipe.
SFV Room 200B: Okay, perfect, excellent. Okay, the next case on page 44, I’m going to skip. I don’t like that case.
SFV Room 200B: I…
SFV Room 200B: Do you want to ask me why? That is… that’s a horrible case. You don’t need to trust me.
SFV Room 200B: These are… these are an employment cases, that’s an employment case, basically. Excuse me? Yeah, it’s an employment case, and… and it’s expressed in a couple of views, and I just… I have found over the years that this was, in fact, created more confusion.
SFV Room 200B: to the students then to clarify anything, right? There are… the court discusses exceptions, public policy exceptions, implied in fact, promise, exceptions, you know, personal policy manual exceptions, etc, etc.
SFV Room 200B: But it’s not going to help you learn anything that you need for the… for the bar.
SFV Room 200B: Okay.
SFV Room 200B: Let’s go to BMC Industries on page 57, please.
SFV Room 200B: This is an important case.
SFV Room 200B: As opposed to the other one.
SFV Room 200B: I think the other one is just the page filler.
SFV Room 200B: As you can notice, it’s, like, 10 pages or something.
SFV Room 200B: Okay, anyone wants to take BMC Industries?
SFV Room 200B: Anyone on Zoom?
SFV Room 200B: It’s yours. Thank you. So, BMC Industries, Inc, who is the print in this case, is a manufacturer of eyeglass lenses.
SFV Room 200B: contracted with BART Industries, who’s the defendant, to design, build, and install equipment to automate portions of BMC’s production process. When BART failed to complete the work by the agreed deadline, BMC sued for a breach of contract.
SFV Room 200B: The trial court held that the agreement was primarily for service, not goods, and therefore Article 2 of the UCC, which governs transaction and goods, did not apply. The case went to trial, the jury reprinted the verdict in favor of BMC. They both appealed, arguing that the contract should have been classified as one of the sale for goods, and thus governed by
SFV Room 200B: the article, 2 of the UCC. And then,
SFV Room 200B: It was, like, a hybrid contract issue, and cores typically, apply predominant factor tests, and…
SFV Room 200B: They did that here. No signal factor is controlling. Instead, the courts considered that the contract’s language, billing terms, and allocation of costs and nature of the goods did involve
SFV Room 200B: sale of goods, in this case. Very good. You see how…
SFV Room 200B: Whether this law applies or that law applies can change the entire outcome and trajectory of whether you will recover or not.
SFV Room 200B: Right?
SFV Room 200B: It’s pretty much close to what I was saying earlier, that when, if you draft, you’re looking at a lemon law, strictly Lemon law, or you’re looking at strictly medical malpractice, dental malpractice, whatever it might be, you may not be thinking out of the box.
SFV Room 200B: You may not be thinking deep enough.
SFV Room 200B: As to what could happen.
SFV Room 200B: Right? Anybody can sue anybody.
SFV Room 200B: If you don’t know it already, just drop $5,000 tomorrow and give me a name. I’ll sue. I don’t care if it’s a cat, a dog, a person, dead person, whatever. But it doesn’t mean you’re gonna win.
SFV Room 200B: To win, you have to strategize prior to filing.
SFV Room 200B: Right? You have to investigate, figure out.
SFV Room 200B: How to file this damn thing so that it would survive.
SFV Room 200B: the attacks before it gets to a jury to begin with. And then how would the jury
SFV Room 200B: Deal with a case
SFV Room 200B: That you’re fighting, right? You want to have enough meat in there that it would excite a jury to actually want to vote for you.
SFV Room 200B: I’ve lost one jury trial.
SFV Room 200B: In all my years.
SFV Room 200B: And that’s only because the Julie Foreman said.
SFV Room 200B: We’re never going to pay an Arab any money.
SFV Room 200B: I said.
SFV Room 200B: Wait a second, my client was not even Arab. He goes, I don’t care, he looked like an Arab. Well, you could argue that it’d be you, but that a juror said that? Yeah. Can’t you, it was in,
SFV Room 200B: Superior Court in West LA, which doesn’t exist anymore, don’t go there.
SFV Room 200B: There was… there used to be a Superior Court 20 years ago or so. Can’t you say that the jury was… I’ll tell you what happened. I took a case to trial, and… so that you know anything could happen.
SFV Room 200B: I think we had an amazing case. We lost the case. So we had a right to pull the jury. We pulled the jury.
SFV Room 200B: And the jury foreman actually, in front of me and the other lawyer, said, you think you want to pay an Arab…
SFV Room 200B: Any money?
SFV Room 200B: And I said, well, my client was not even Aaron.
SFV Room 200B: He said, it doesn’t matter, he looked at it.
SFV Room 200B: Anyway, I said, oh, great. And so the other lawyer says, the insurance guy, he says, we have to tell the judge. I said, I know.
SFV Room 200B: So we went and told the judge, and the judge said, I’m going to declare a mistrial, we’re going to have a new trial. You know, this is ridiculous. We settled the case.
SFV Room 200B: But my point, that never escaped me. That remained in my head, to this day, that you can literally lose a case if they don’t like you, or they don’t like your lawyer. Or Zan would say, give them bad Chinese food. I’m sorry? Zan would say, give him bad Chinese food.
SFV Room 200B: I had another case, this is just for educational purposes, ladies and gentlemen.
SFV Room 200B: It was in Downey.
SFV Room 200B: again, one of those cases that my boss said, if you lose, I’ll kill you. But we go to trial.
SFV Room 200B: In the middle of trial, the defense lawyer, as my client understands.
SFV Room 200B: Defense lawyer puts up photographs that shows my client’s damages.
SFV Room 200B: from this accident are identical to another accident from 3-4 years ago. Identical. Same car, same damages. I’m not kidding.
SFV Room 200B: And I go, oh, shit, that’s… that’s… I mean, that’s… Insurance fraud.
SFV Room 200B: So, Your Honor, can we take a lunch break, or can we take a break? Judge says, no.
SFV Room 200B: So, at lunch, I go call my boss from a payphone. There was no cell phone back then. I don’t know, 24 years ago, whatever. I had just become a lawyer a couple of years…
SFV Room 200B: I called him, I said, this is what happened. He says, oh my god, my boss didn’t give a damn about anything. But this… oh my god, go, go right after lunch, go tell the judge.
SFV Room 200B: That you want out.
SFV Room 200B: And we draw. So I had no knowledge of, and of course, you can’t ex… you can’t tell the judge anything other than, I want out, right? Other than what he already saw.
SFV Room 200B: So I go into chambers after lunch, and I say, Your Honor, with the opposing lawyer.
SFV Room 200B: Your Honor, I need to withdraw from this case immediately, and I’m sure you already know why. And he goes.
SFV Room 200B: I dare you.
SFV Room 200B: You will continue with this case all the way to the end. Counsel.
SFV Room 200B: I’m not letting you go anywhere.
SFV Room 200B: I said, you want to… you need to make a notation for the court record that I want the court reporter to come here. I want to make a,
SFV Room 200B: record that I demanded to withdraw, and you refused. I don’t want to be part of any of this stuff.
SFV Room 200B: He goes, yeah, we’ll do that. And he did.
SFV Room 200B: The jury came back.
SFV Room 200B: The jury gave my client $9,000.
SFV Room 200B: Again, we pulled the jury, right? And here’s what the jury said. They said, we sat back there, we decided overwhelmingly that the defense lawyer, and these are his quotation from the jury foreman.
SFV Room 200B: The defense lawyer’s an asshole, and we wanted to punish him.
SFV Room 200B: Because your client didn’t have any education,
SFV Room 200B: He was from another country, I don’t want to mention what country, but he had no education, you know, he worked at farms and whatever, and the lawyer was an asshole. He was treating him like trash. We just wanted to punish him.
SFV Room 200B: So they gave you money. Now, of course, he runs to the judge and says, I want mistrial. The judge says, nope!
SFV Room 200B: You’re gonna pay.
SFV Room 200B: Wow. Swear to God, he filed a motion, he lost. They didn’t appeal. He actually filed a motion to have a mistrial based on…
SFV Room 200B: clear evidence of jury nullification. Jury basically said, we hate you, screw you.
SFV Room 200B: But the judge said, no, you gotta pay. They wrote a check. The judge can deny, like, when there’s a… Yeah, the judge denied the motion, so I don’t care. The jury spoke. Go pay. I don’t care why they paid. They paid him, you pay.
SFV Room 200B: And he refused to let me go, which is insane! How happy was your boss when he found out that you actually ended up winning? He didn’t care. $9,000, $10,000 was peanuts to him. He… you know, it was just… to him, that was just the experiment back then, sending me to different ports would…
SFV Room 200B: I’m just telling you that your old client can lie to you, things might happen, You have to have…
SFV Room 200B: if you don’t know already, you have to have a lawyer to… you can, you know, as backup, to call and say, what the hell do I do now?
SFV Room 200B: So I continue with this stupid case, what do I do? What do I say? Because you can’t disclose anything that you learned from your client. I wanted to kill him.
SFV Room 200B: But I couldn’t.
SFV Room 200B: He brought me sandwich every day.
SFV Room 200B: He brought me a sandwich for lunch every… I never forget. Was the Arab case? I’m sorry? Was the Arab case, like, right after 9-11? Yeah, it was… I don’t remember, but something had happened. I do remember that something had happened, maybe 9-11, maybe whatever, but they were, you know, people were just pissed off.
SFV Room 200B: I had another client who carried a gun, a loaded gun, into the, into the air client… airplane… inside the aircraft cabin. Oh, my God. And… and he wasn’t caught. When he was coming back from New York, they go, oh, sir.
SFV Room 200B: What is this in your bag? He goes, what is what? That gun. He goes, what gun? There’s no gun in my bag.
SFV Room 200B: Of course, they opened it, yeah. On the way back, they caught him.
SFV Room 200B: Where? New York. After landing. I swear to God. Of course, they arrested, they charged him with a felony instead of misdemeanor, I mean, they wanted to throw the book at him. Oh my god. So, the judge in New York basically said, I’m just going to continue this for 2 years. I’m not kidding.
SFV Room 200B: So that people would just cool off.
SFV Room 200B: Because if you go to a jury now, you’re screwed.
SFV Room 200B: And then, of course, they dropped charges after a while.
SFV Room 200B: But they figured he’d made a mistake. His wife basically gave him a shaving bag. She thought it was a shaving bag, but it was a gun bag. It was a jeweler, you know? So, okay. Stacy, Ann, we’re gonna skip on page 62.
SFV Room 200B: We’re gonna go to Southwest Engineering on page… 67 fleas.
SFV Room 200B: Any fingers?
SFV Room 200B: 67. I want somebody on Zoom, please.
SFV Room 200B: Otherwise, I’m just gonna point to the screen like this, then I’ll find a… Person. Anybody on Zoom?
Suren Abrahamyan: I can give it a try, Professor, I’ll do it.
SFV Room 200B: It’s all yours, sir. Of course. Sir Anne, go ahead, please.
Suren Abrahamyan: So… so you have two companies. You have Southwest Engineering, which are, they’re contractors, and they…
Suren Abrahamyan: They’ve been on a contract with a government contract, they were about to build light poles on a U.S. military base. However, they needed generators, so the contractor contracted with the subcontractor, which was Martin Tractor Inc.
Suren Abrahamyan: to provide them with a specific generator that they needed for the job. A representative from Southwestern met with Martin Tractor, and they agreed upon a price for a specific generator. The price was $18,500.
Suren Abrahamyan: Upon agreeing with it, Southwestern
Suren Abrahamyan: got the job, got the bid, and they started working. However, when they went back to get the generator, they realized that the price had just gone up to $21,500.
Suren Abrahamyan: So, because he couldn’t pay the $21,000, pretty much the contract fell apart. So, Southwestern went with another company to buy the generator, ended up paying $27,000.
Suren Abrahamyan: And then after that, he ended up suing Martin Tractor, saying that, hey, we had a contract, and upon me relying on that contract, I took this bid, and, you pretty much breached the contract by not providing the, the generator.
Suren Abrahamyan: They went to court, and then, obviously, this was a UCC contract, because generator was, a movable object, was a good. And the writing, the UCC 2204, states that
Suren Abrahamyan: A writing must indicate a contract for the sale of goods, be signed for authentic… be signed or authenticated by the bound party.
Suren Abrahamyan: and specify the quantity of goods to be sold. So here, Martin said that there was no contract because they didn’t really agree on the terms, but because it was a UCC contract, you don’t really need all the terms, you just need the quantity, which we had the quantity. It was one generator.
Suren Abrahamyan: And the court said that, no, there was an agreement, there was a meeting of the minds, because of the UCC 2204, we had all the necessary terms for this to be a contract, and they actually found for Southwestern, because Southwestern relied on that contract to take the bid from the government.
SFV Room 200B: Very good. Okay, let’s go to… thank you, sir. Let’s go to page 966, please.
SFV Room 200B: Almost at the end of the book.
LIANNA KARIBYAN: You said page 966?
SFV Room 200B: 6, 6.
LIANNA KARIBYAN: Nope.
SFV Room 200B: So you’re moving from 2-204. Subsection 3. Formation in general.
SFV Room 200B: I will read.
SFV Room 200B: Subsection 1. A contract for the sale of goods may be made in any manner sufficient to show agreement.
SFV Room 200B: If there’s not a broader language that would suggest that pretty much anything can be a contract under the UCC, here’s the language. A contract for the sale of goods may be made in any manner
SFV Room 200B: Sufficient to show agreement.
SFV Room 200B: Including contract by both parties which recognize the existence of such a contract.
SFV Room 200B: I’m sorry, conduct, including conduct by both parties, which recognizes the… in other words, there is… there may not be a contract to show, but the party’s conduct may show that there is… there’s in fact a contract.
SFV Room 200B: 2. An agreement sufficient to constitute a contract for the sale may be found even though the moment of its making is undetermined.
SFV Room 200B: You don’t even have to show when the contract was formed. Isn’t that amazing?
SFV Room 200B: In other words, the indefiniteness provision tied to the discussion of… the underlying discussion of UCC,
SFV Room 200B: Right? The UCC basically says, we’re gonna look for a contract any way we can.
SFV Room 200B: We’re going to enforce the intent of the parties any way we can. No longer are we going to hide behind, oops, this is missing, that’s missing, no contract. We’re going to furnish all the missing stuff, too. And I’m going to get to that in a second.
SFV Room 200B: Subsection 3. Even though one or more terms are left open, the contract for the sale does not fail. Of course, they mean sale of goods.
SFV Room 200B: does not fail for indefiniteness if the parties have intended to make a contract, and there is a reasonable certain basis for giving an appropriate remedy. Now, you think this lease contract that we were doing before.
SFV Room 200B: Could that be treated a little differently under the UCC? Maybe.
SFV Room 200B: Right? Even though it says agree to agree, and we know agree to agree means no agreement, but modernly, maybe under the UCC, there may be some push and shove, right?
SFV Room 200B: It says, even though one or more terms are left open, a contract for sale does not fail for indefinitely, if the parties had intended to make a contract, which they did in that case, and there is a reasonable certain basis for giving an appropriate remedy. That part is the issue, right? Because they agreed to agree.
SFV Room 200B: Now, I want to go to, also, 2-300, so let’s please go there.
SFV Room 200B: 2-3500.
SFV Room 200B: 2-301? 2-300. This starts at 2301. 2301-2302. Very, very bad.
SFV Room 200B: Okay, so, well, I mean, by 3300, I actually meant
SFV Room 200B: I wanted to discuss 2-301 anyway, so let’s do that.
SFV Room 200B: Because 2Dash300, which…
SFV Room 200B: is not published here, is part of 2-301.302, and it just goes on and on and on, all the way to, I think, 2-310.
SFV Room 200B: Okay?
SFV Room 200B: So, we talked about this already, and I said,
SFV Room 200B: It’s… okay, so 2-301 says the obligation of a seller is to transfer and deliver
SFV Room 200B: And that of a buyer is to accept and pay in accordance with the contract. These are just regular provisions, you know, that… to enforce a contract. But,
SFV Room 200B: Let’s see.
SFV Room 200B: Unconscionable contract or clauses, these are something that you want to read on your own, 3-302.
SFV Room 200B: Allocation of risk. This is something we’re going to cover later, which means that, sometimes the one party takes the risk in a contract. In other words,
SFV Room 200B: the contractor may enter into a contract with you, I’m going to build your home, or I’m going to build a computer for you. Whatever it could be.
SFV Room 200B: But if in the process of building it, something happens to it, that’s your problem.
SFV Room 200B: Right? While I’m building the house, if there’s an earthquake and the house is destroyed, you’re gonna pay for me to rebuild it again. So, they can allocate the risk to the other party with contractors. Okay, here’s 2-305.
SFV Room 200B: open price terms, delivery in single lots or several lots, that’s 307. In other words, these are provisions that
SFV Room 200B: UCC has created to fill in, remember we talked about gap fillers? To fill in anything that is missing, right? As long as there’s a quantity and there is intent to be bound, right?
SFV Room 200B: Okay, so…
SFV Room 200B: Payment is upon receipt of goods. By the way, in case you don’t know, under common law, payment is to be paid upon receipt of the goods, under common law, which is consistent with 2-310.
SFV Room 200B: 2-310, in case you want to put that in your notes somewhere.
SFV Room 200B: Okay? Good job.
SFV Room 200B: Okay.
SFV Room 200B: Let’s talk about the restatement second. That’s on Oakley Bay North, Norton, on page 71.
SFV Room 200B: Anyone on Zoom wants to take that case.
SFV Room 200B: And if not, then I’ll go to the class.
Frantz Biamby: Sorry, Professor, sorry to interrupt, I missed the last part you were saying.
SFV Room 200B: About?
Frantz Biamby: about, I think it’s 2-301…
SFV Room 200B: 2-310, I said common law is consistent with 2-310, which basically says, absent language to the contrary, payment is due upon receipt of the good.
Frantz Biamby: Got it, thank you.
SFV Room 200B: Food, you pay for it.
SFV Room 200B: Simple as that.
SFV Room 200B: Okay?
Frantz Biamby: Thank you. Unless the contract says otherwise.
SFV Room 200B: You pay me now, Amazon.
SFV Room 200B: If you pay me now, then I’ll send the goods.
SFV Room 200B: Right?
Frantz Biamby: Got it, got it, thank you.
SFV Room 200B: So they basically, again, the parties by the terms of the contract, change the language, the general language of common law, and to that 3105.
SFV Room 200B: Contracting differently, right?
Frantz Biamby: Okay.
SFV Room 200B: Okay, very good. Age 71. Anyone?
Cameron Smith: Professor, I’ll do it.
Cameron Smith: This is Cameron.
SFV Room 200B: Oh, there you go, I got you, Cameron. Please, go ahead.
Cameron Smith: Alright, so…
Cameron Smith: I have a Ramco, and Augilbuy had a long-standing agreement for over 23 years. They modified it 4 times, and each time, Armco
Cameron Smith: agreed to extend the time span of the contract beyond the original date. Both parties acknowledged that Armco’s capacity demands that, it kept increasing
Cameron Smith: acknowledged that Armco’s capacity, demanded that they kept increasing, would require large investment from Augaby. And in 1984, unable to keep up, or to come up with a satisfying, shipping rate.
Cameron Smith: They had an issue that arose.
Cameron Smith: And, the rule that I had kind of identified was the restatement of Contracts, Section 33.
Cameron Smith: And what I had here was that the court appeals, noted that agreements to agree, such as the pricing mentioned in a 1957 contract, was enforceable.
Cameron Smith: A fair rate was selected, and the… Let me see here…
Cameron Smith: I may have mixed this one up.
SFV Room 200B: That’s okay.
Cameron Smith: I apologize, I scanned… I was handwriting some of these, and then I scanned them in, and I think this one got a little screwed up.
SFV Room 200B: Okay.
Cameron Smith: But that’s what I have for… I’ll go buy Norton, then.
SFV Room 200B: Okay, so thank you.
SFV Room 200B: So the court relied on Greece statement. Second, this is not a UCC problem, but you can see that the court says reasonable rates applied to a 1986 shipping season, right? And the court, as you pointed out.
SFV Room 200B: Went on to say on page 75,
SFV Room 200B: Middle of page 75, the quote says, as the trial court noted, Section 33 was cited, 33 of the same as second.
SFV Room 200B: sided with approval by the Court of Appeals, you know, so on and so forth, and it basically is… it follows virtually identical language containing Section 2-3051.
SFV Room 200B: The only reason this case is there is to tell you that now the trend is…
SFV Room 200B: To supply a term, if you can.
SFV Room 200B: Again, not when it’s agreed to agree, because the parties must agree.
SFV Room 200B: But if the term… if a material term is missing, now the courts may… even a common law court may apply, right, reasonable, reasonableness, consistent with UCC.
SFV Room 200B: And here is restatement second, okay?
SFV Room 200B: On 74, page 74, third full paragraph, the court says, the trial court recognized the failure of the 1957 contract pricing mechanism, yet the trial court held competent, credible evidence before it to conclude that the parties intended to be balanced, despite the failure of the pricing mechanism.
SFV Room 200B: In other words, the court basically says, this is a new trend, even the, they didn’t have to wait for the Court of Appeal. The trial court says, this is the new trend, this is what we’re going to do. We’re going to enforce this contract.
SFV Room 200B: Okay?
SFV Room 200B: So, that’s any question about this case before we go to the next?
SFV Room 200B: And even this didn’t need to do the test where it’s, like.
SFV Room 200B: hybrid or UCC, so it’s only shipping, so it’s common law? Yeah, yeah, there was no hybrid discussion, yeah, because it’s literally strictly a common law. The only reason court talks about UCC is to say, look, this is a new trend. The UCC, as modified, basically says the same thing, so, you know, and
SFV Room 200B: Restatement second, not restatement first, restatement second, which is new.
SFV Room 200B: Relatively new.
SFV Room 200B: has adopted the same language, why not? You know, let’s use it.
SFV Room 200B: Okay, yes, sir. A couple cases ago, you mentioned, like, how, you know, the contract includes a formula on, like, finding a price who would be, like.
SFV Room 200B: You know, solve a lot of problems.
SFV Room 200B: even though, like, the rates were, like, constantly changing or whatever, but, like, they said they couldn’t agree, if their contract included something along the lines of, like, oh, there’s a specific formula, we will follow to find a new market rate for that, wouldn’t that, like, would solve all, like, the other issues? Oh, I’m sure it would have solved the issues, of course, if there was a formula to get to a number, absolutely.
SFV Room 200B: It could be designation of a person, it could be reasonable rate, market rate, you know, it could be anything, right, that somebody can ascertain and say, okay, this is what it is. Right, yeah. But the court here says, if there is no formula, as long as the parties acted in good faith, we’re gonna… we’re gonna supply the
SFV Room 200B: Yeah, the missing term, right?
SFV Room 200B: So, I want you to put in your notes that the current trend
SFV Room 200B: is that under the UCC and the restatement set.
SFV Room 200B: An agreement to agree as to material terms may be valid.
SFV Room 200B: under the UCC and the restatement second, An agreement to agree
SFV Room 200B: As to material terms may be valid.
SFV Room 200B: So this is, like, the new common trend? Yeah, this is the new trend. In other words.
SFV Room 200B: This is the prevailing view now.
SFV Room 200B: Maybe not.
SFV Room 200B: Right?
SFV Room 200B: As long as, of course, you know, it meets certain requirements, and this case is an example of it, right?
Suzy Shkhrdumyan: Professor.
SFV Room 200B: Yes.
Suzy Shkhrdumyan: It was Restatement 2nd.
SFV Room 200B: Yes, ma’am.
Suzy Shkhrdumyan: Thank you.
SFV Room 200B: 2nd and UCC.
Daniel Toukhlandjian: President, I apologize, can you repeat that?
SFV Room 200B: Here are the… go ahead. Question on…
Daniel Toukhlandjian: Apologies, would you please repeat that again?
SFV Room 200B: Yes, I basically… I made up a statement. I said.
SFV Room 200B: The UCC and the restatement second recognized that an agreement to agree
SFV Room 200B: As to a material term may be valid.
SFV Room 200B: And then I was going to discuss the key differences between
SFV Room 200B: these contracts and other contracts. A valid agreement to agree should be distinguished from… I’m reading from my notes.
SFV Room 200B: A valid agreement to agree should be distinguished from agreements to negotiate in good faith.
SFV Room 200B: The two key differences between an agreement to negotiate and a valid agreement to agree are, one.
SFV Room 200B: And I’m gonna… I’m just gonna read it, okay? And then we’ll discuss it.
SFV Room 200B: In case of an agreement to negotiate after good faith negotiations, the party’s obligations are discharged
SFV Room 200B: as long as they did negotiate in good faith, their obligations are discharged despite failure to reach an agreement. Whereas in a valid agreement to agree, failure to reach an agreement even after good faith negotiations.
SFV Room 200B: Does not end the matter.
SFV Room 200B: 2. In case of an agreement to negotiate, only reliance damages are awarded in case of a breach, because plaintiff is usually unable to prove that an agreement would have been reached
SFV Room 200B: So that’s the difficulty. So, we’re going to talk about this
SFV Room 200B: more in detail in second semester, but I just wanted to tell you that the current trend under the UCCN restatement second recognizes that an agreement to agree may be enforceable as to a material term.
SFV Room 200B: Right? It just depends on… the party said, we’re going to negotiate in good faith.
SFV Room 200B: If they did negotiate in good faith, alright, then the court is not going to force anybody
SFV Room 200B: Right? To agree.
SFV Room 200B: But…
SFV Room 200B: If the party said agree to agree, well, the court may grant relief, but that relief may just be
SFV Room 200B: as I said, reliance damages. In other words, I relied on his promise.
SFV Room 200B: And I lost this much as a detriment, right? Well, we’ve discussed this next semester, don’t worry about it.
SFV Room 200B: damages. Damages are basically at the end of next semester.
SFV Room 200B: Okay?
SFV Room 200B: It’s 7.37. I’m gonna call a break right now. Let’s come back 5 minutes to 8.
SFV Room 200B: 5 minutes to 8.
SFV Room 200B: 75? So, 755.
Frantz Biamby: Excuse me, Professor.
SFV Room 200B: I’ll be later on. Thank you.
SFV Room 200B: You haven’t complimented his outfit today. I know, I do it all the time. I know I do it all the time. He hasn’t said anything.
SFV Room 200B: I do it all the time. I decided to give it a break, maybe next week, or Thursday. The best thing you can get.
SFV Room 200B: I swear to God!
SFV Room 200B: Why would I like here? I like money.
SFV Room 200B: Even though it’s got all the options. Take this one. They didn’t have anybody. What was the issue in the first place? No, no, no, not…
SFV Room 200B: It was a… it was a mechanic set.
SFV Room 200B: I don’t think it’ll be able to just basically came loose and went into the engine and destroyed the… I photographed it. Like, somebody literally chewed the metal. Destroyed all the interior of the building. I’m lucky that I was able to pull to the side right away. Barely pulled to the side on you during the casket.
SFV Room 200B: The whole thing is just… Everybody? It’s okay.
SFV Room 200B: Okay.
SFV Room 200B: Let’s do the last place before we start lecture. That’s on page, 78.
SFV Room 200B: Eccles? Eckles, sorry, I think there’s a shy mind.
SFV Room 200B: Oh, they tricked on all the crowd appearances.
SFV Room 200B: Zoom, no Zoom, no problem.
SFV Room 200B: Professor Zant was very upset just a minute ago. Why?
SFV Room 200B: Because he said that the Supreme Court decision today was, disappointing.
SFV Room 200B: Oh, I just…
SFV Room 200B: the Supreme Court basically lifted the injunction that the, the court, the, the, district court here in California.
SFV Room 200B: and the Ninth Circuit had affirmed
SFV Room 200B: that they can’t just pick somebody up because they speak Spanish, or they are in the wrong area, or they’re in Home Depot, or whatever. You can’t just go pick them up. And the Supreme Court said, oh, sure you can.
SFV Room 200B: Go do it.
SFV Room 200B: Basically, without… by the way, they just said you can do it, but they didn’t say why.
SFV Room 200B: So there is no decision on… from the majority, just the dissent, based on what I saw so far. I just looked it up, because I was so busy today, I didn’t have a chance to…
SFV Room 200B: I didn’t know when this happened until you just told me. Yeah, it’s like… So, now they can… they can just pick you up.
SFV Room 200B: If they want to. Just see if you… you better learn English fast. Or else you may be subject to…
Cameron Smith: I thought they were, they were using the, accent as also a way of doing it, too, which is just absolutely insane.
SFV Room 200B: Well, you know, I really don’t want to make a political thing out of it, but I just think that, what we learned in law school, what I learned in law school, I was thinking to myself, you know, I’m lucky I’m teaching contracts. If I was… because years ago, 7, 8, 9 years ago, I wanted to ask the school to let me teach
SFV Room 200B: constitutional law, but I changed my mind.
SFV Room 200B: And I thank God I didn’t ask. It’s changing so fast.
SFV Room 200B: What we learned in law school, that this, in my opinion, this is… this was…
SFV Room 200B: Totally unconstitutional. But now, again, I’m not being political about it. I’m not siding for one side or the other.
SFV Room 200B: At all.
SFV Room 200B: In fact, as I’m getting older, I’m getting more conservative, believe it or not, in so many areas of life, which I think happens, right? You get old and grow. Yes, you get older.
SFV Room 200B: But,
SFV Room 200B: like my niece says, the borders should be completely open, anybody can come in for any reason, whatever. If they… if they’re not criminals, they get to stay, and that’s the end of it. And, that’s her view.
SFV Room 200B: But… This is just a little…
SFV Room 200B: perhaps a little too far, I think, based on, again, what we learned in
SFV Room 200B: constitutional law, which I’m sure you all will learn soon.
SFV Room 200B: Right? Is it a second year? Third year? Second year. Second year. Constitutional law? Yeah. Yeah, the whole year, you’re gonna learn about all these new Supreme Court decisions that basically say.
SFV Room 200B: Bro, we ain’t… oh, no, no, no, no, no.
SFV Room 200B: That’s just… that’s just not constitutional, no.
SFV Room 200B: But okay, enough of that.
SFV Room 200B: Yeah, he’s upset, to say the least, right?
SFV Room 200B: Okay.
SFV Room 200B: That’s for me.
Armen Bashian: May I make a just quick comment? I know that there’s a lot of people on Zoom, but, it was very interesting what you just said, because I actually was in Professor Mizrahi’s immigration class in January, and it was very interesting to see, kind of.
Armen Bashian: the changes as they were happening, and it was just, it was quite eye-opening, and I almost have to make a conscious decision to stop watching the news, because the news is conflicting with law school, and so it’s just… it’s very… it is very interesting.
SFV Room 200B: To your point. I have known Professor Mizrahi since I was LAPD. Wow.
Armen Bashian: She’s amazing. Amazing, amazing.
SFV Room 200B: Yeah, we go back over 30 years.
SFV Room 200B: And, she’s a phenomenal immigration lawyer.
SFV Room 200B: And yes, changes are… even they are constantly… like, we ask for opinion letters all the time, almost all the time. With… now, as you probably know, the court passed the… the… sorry, the conference passed the Reiling Act, and…
SFV Room 200B: Trump signed it, which means that now, if you even get one DUI, bye-bye.
SFV Room 200B: You’re outta here. If they want to kick you out, you’re gone.
SFV Room 200B: That was not the case before. So yes, the changes are coming so fast. Now, if somebody gets a DUI, as my first question, I don’t even care.
SFV Room 200B: You know, what you blew, where it happened. Are you a U.S. citizen? Yes or no? $5 million. Oh, thank you. Five million. No, I’m joking. But, you know, I mean, I would charge an enormous figure, probably.
SFV Room 200B: Because I’m worried now. I’m worried for my license.
SFV Room 200B: Quite frankly. And for… the person that I’m going to represent. Because now, they… they can be gone.
SFV Room 200B: And, based on what I’m learning so far, you don’t even have to get convicted. If you get accused, they could just pick you up and say, well.
SFV Room 200B: We’ll just hold you here for now.
SFV Room 200B: Until… Until later.
SFV Room 200B: Which is… Yeah, a little… freaky, yes. What was the professor’s name? Mizrahi? Mizrahi? Like, yeah, M-I-Z-R…
SFV Room 200B: a… HI.
SFV Room 200B: Zohrahm Izrah, she’s a… she’s an immigration lawyer, she teaches here, Professor Zand brought her here.
SFV Room 200B: And she’s… Fantastic. I have never had her class. I should have.
Karen Hernandez: She’s great. Yeah, I had her last semester, too.
SFV Room 200B: Good, yeah. I mean, if you want to take an elective, especially if you’re interested in criminal law, criminal defense, take an immigration course. Please, please do.
SFV Room 200B: I just happen to have him on my cell phone, so, you know, I just ask her questions.
Armen Bashian: And she hates to talk about the three-quarter of a billion dollar settlement she got from the U.S. government.
SFV Room 200B: Yes, she did. Well, she got a settlement from the government for 3 quarters? Yeah, she got a $750 million, roughly, judgment against the government of Iran.
SFV Room 200B: for… The government shooting, killing her, the client’s husband.
SFV Room 200B: and father.
SFV Room 200B: Because he was former military, you know, whatever.
SFV Room 200B: She got a huge judgment against, yeah.
SFV Room 200B: How do we look at it? My brother was an expert witness in that case.
SFV Room 200B: One of the expert witnesses was my brother. What’s the name of that case, Professor? I don’t remember, but it was out of Washington, D.C. It was a specialized court in federal court that handles those type of cases, and they all flew there and stayed there, and…
SFV Room 200B: He testified, and… He testified about the trauma that the family suffered.
SFV Room 200B: Yes? This was… this might be a little off-topic, but it kind of interests me. With the cases being that big, are the cuts any different?
SFV Room 200B: Well, first you have to… yes, there are, but first you have to be able to collect on those judgments, so it’s not like you get a judgment, but…
SFV Room 200B: Good luck collecting.
SFV Room 200B: as I understand it, there are multiple lawyers working in many jurisdictions, including London and
SFV Room 200B: whatever, Canada, and here to try to collect.
SFV Room 200B: Or obstacles, but yeah, they… You’ll find out bigger judgments.
SFV Room 200B: Are treated a little differently, yes.
SFV Room 200B: But I think it was, like, $600 million or $700 million.
SFV Room 200B: Yeah.
SFV Room 200B: Okay, let’s get back to business.
SFV Room 200B: Ecklace.
SFV Room 200B: Sure.
SFV Room 200B: Since you want to cheer for every case. But, yeah, so Eckles v. Sharman, Sharman, for… he was a basketball coach in the NBA, and this was from a while ago, so in the 70s.
SFV Room 200B: he got a contract… they offered him a contract to be the coach of a team called Los Angeles Stars back then, and…
SFV Room 200B: what I have written down, like, you know, the contract had great incentives, but the issue here was that there were some ambiguous terms that were left.
SFV Room 200B: In his contract, and…
SFV Room 200B: I wrote there was an agreement that would not render the contract valid if one of the provisions was invalid in his contract with the Los Angeles Stars. So, that team ended up later being sold to a company, the Los Angeles Stars, and they went bankrupt, so…
SFV Room 200B: Oh.
SFV Room 200B: he couldn’t agree to those terms for that coaching contract for that team. I said later on that, Sharman ended up with the Lakers.
SFV Room 200B: And, he was sued for breach of contract because there was another team in Utah, that…
SFV Room 200B: offered him a coaching position, but he never agreed, like, on those terms, from what I read now. He just never agreed to the terms of that coaching position, and quote-unquote, like, left them, even though he never was their coach, and
SFV Room 200B: for the issue in this case, I wrote down, can a contract be a valid contract if it’s still missing essential terms? And that essential terms in a sporting contract could be classified as, like, you know, like, base pay, or, like, bonuses, and…
SFV Room 200B: Simple stuff like that.
SFV Room 200B: Basically, the court ruled that it was not valid under California law. The essential terms of a contract must be agreed upon before the contract is signed, so the contract was not valid, and any non-essential term in a contract makes it not enforceable.
SFV Room 200B: Thank you.
SFV Room 200B: Thank you, very good.
SFV Room 200B: The issue here, in my humble opinion, is severability.
SFV Room 200B: And that’s one of the standard provisions.
SFV Room 200B: That lawyers actually put in contracts.
SFV Room 200B: So if I was going to draft your contract or review it, I would say make sure there is a severability language in there, so that if the court finds any provision of a contract unenforceable, that they don’t actually throw out the entire contract, but they would enforce the remainder of the contract. Very important.
SFV Room 200B: if you… because sometimes you draft a contract, you just don’t know if it’s going to be really one-sided. Some of the provisions may be just a little harsh, whatever, or indefinite, and the court may say, oh, that sucks.
SFV Room 200B: But if you don’t have the language of severity, the court might say, well, I’m not going to enforce any of the car.
SFV Room 200B: Have a nice day.
SFV Room 200B: Rather than, oh, okay, we can sever this part, this is unenforceable, all the rest of it appears to be enforceable, no problem.
SFV Room 200B: Right? That’s why this case was introduced to all of us by whoever, you know, by Calamari, whatever.
SFV Room 200B: And, the agreement is vague and indefinite, because the agreement to agree as a price under the option, and because of the undefined nature of the pension plan. All of that are vague. The question is whether this portion of the contract is severable from the remainder of the contract.
SFV Room 200B: You are the answer to that question. So again, if there’s… if it’s severable, the courts generally will sever.
SFV Room 200B: And… enforce the remainder of the contract. If not.
SFV Room 200B: the courts will just not enforce any of the contract, yes, sir. Oh, and, like, in the case of severability, let’s say there’s, like, 10-something provisions, but even if, like, one of them is severable, but, like, the rest you are legally, like…
SFV Room 200B: entitled to the rest of it? Right. Yes, and then you can ask the court to enforce all the remainder… Like, let’s say the 9 out of 10 or whatever. Absolutely, yeah.
SFV Room 200B: So there may be one provision that just absolutely is unconscionable, for example, right?
SFV Room 200B: we may have agreed to… for you to buy my laptop, but I say you have to pick it up in Egypt.
SFV Room 200B: You know, I mean, it’s part of the contract.
SFV Room 200B: Assuming that the term is unconscionable, if there is a severability clause, the court might say, well, I’m not going to enforce the agent part, but I’m going to enforce all the rest of it.
SFV Room 200B: Right?
SFV Room 200B: But again, it goes back to the intent of the party, so if we intended for you to pick it up in Egypt, well, you’re coming to Egypt?
SFV Room 200B: Hmm. Right?
SFV Room 200B: Okay, the rule that I got is there are a couple of… I’m gonna read a couple of…
SFV Room 200B: the pages from a couple of pages. Page 80
SFV Room 200B: Fourth for 1, 2, 3, 4, 5, 5th full paragraph, the good faith negotiations over various terms of an agreement do not make a fatally ambiguous contract valid in force.
SFV Room 200B: So…
SFV Room 200B: Good faith negotiations here, the court says, doesn’t necessarily make it valid. Think about it. I just, 5 minutes ago, told you that if there is a provision that says we are going to negotiate in good faith, that may not be a fatal flaw.
SFV Room 200B: Here, the court seems to think the opposite, right? It’s 1977. As you said a while ago, you were respectful to the elders like me. You know, not like, oh my god, it was a million years ago, and…
SFV Room 200B: Yeah. Well, the good thing is, back in 77, I was not even in high school, so I wasn’t watching any… anything. I was not allowed to watch TV. The controlling California law is that for there to be an enforceable contract, the parties must agree on the essential and material terms.
SFV Room 200B: That is still the case in California.
SFV Room 200B: If a contract has been agreed upon, and all the remaining… all that remains is good faith negotiations or elaborations of non-essential terms, the contract will be held legally cognizable,
SFV Room 200B: Despite the uncertainties. So, in other words, those are non-essential terms, right?
SFV Room 200B: And here, the issue is… the question is not whether good faith negotiations had taken place, but whether the option and pension were so essential to the contract that failure to agree on the pertinent terms made the contract unenforceable. The court says, yeah.
SFV Room 200B: Okay.
SFV Room 200B: Back to our lecture on acceptance.
SFV Room 200B: I understand, that you may have read more of these cases.
SFV Room 200B: But first, I’m going to lecture about
SFV Room 200B: Acceptance, and then we go on to the cases which may or may not be tonight.
Frantz Biamby: Sorry, Professor, excuse me.
SFV Room 200B: Yes, sir.
Frantz Biamby: For… in terms of acceptance, do we do a new header?
SFV Room 200B: I’m sorry, what do you mean by that?
Frantz Biamby: Like, do we do a new header on our outline?
SFV Room 200B: Yes, I would. Absolutely.
Frantz Biamby: Thank you. Absolutely.
SFV Room 200B: Yes.
SFV Room 200B: Just like you see the book has a new header.
SFV Room 200B: Right? It says the acceptance.
SFV Room 200B: Yep.
SFV Room 200B: So far, we talked about,
SFV Room 200B: What is an offer? Well, first of all, we talked about what is a contract. We said contract is offer acceptance, consideration. So now that we defined the contract, we said what a contract is, versus an agreement, which may or may not be an enforceable agreement, right? Contract is an enforceable agreement.
SFV Room 200B: Then we talked about offers. We said, what are offers, what are not offers, you know, how an offer can be revoked or rejected, counteroffers, etc, etc.
SFV Room 200B: We talked about… revocation and rejection. Now we’re talking about acceptance. So, assuming that there is a valid
SFV Room 200B: Valid offer. Still on the table.
SFV Room 200B: How can an offer be accepted?
SFV Room 200B: Acceptance… is an ascent?
SFV Room 200B: To the terms of the offer, In the proper form.
SFV Room 200B: Acceptance is an ascent.
SFV Room 200B: A S-S-E-N-T.
SFV Room 200B: to the terms of the ought.
SFV Room 200B: In the proper form.
SFV Room 200B: Under the UCC, they have something called a perfect tender.
SFV Room 200B: Perfect tent.
SFV Room 200B: We’ll… we’ll discuss that.
SFV Room 200B: Don’t forget.
SFV Room 200B: Okay?
SFV Room 200B: Here we ask the question, did the offeree, meaning the person that received the offer.
SFV Room 200B: Did the offeree intend to be bound?
SFV Room 200B: By the terms of the offer.
SFV Room 200B: The question you have to ask yourself, or you have to answer on a final exam.
SFV Room 200B: Or in the bar is, did the offeree
SFV Room 200B: Intend to be bound by the terms of the offer.
SFV Room 200B: Or did the offeree attempt to change the terms of the offer?
SFV Room 200B: This is perfect tender? No.
SFV Room 200B: I will… I will… we’ll discuss all that. Perfect gender is something completely different.
SFV Room 200B: Perfect tender is basically that once you agree, you have to basically… it has to be a perfect tender. If you agree to produce this book, it better be the entire book.
SFV Room 200B: In the manner that is… That was in the offer.
SFV Room 200B: Right? At the time and place, and, you know, so on and so forth, and we’ll get to that. But here, the question that you’re asking yourself is, did they… did they… you want to ask… you want to find out if there was an acceptance, right? Did the offering tend to be bound by the terms of the offer?
SFV Room 200B: If ye receive and understand the offer.
SFV Room 200B: Or did the offeree attempt to change the terms of the offer?
SFV Room 200B: And… thus triggering the… Mirror image rule, Mirror image rule.
SFV Room 200B: Which is a common law rule.
SFV Room 200B: That basically says, and I’m going to go through it, but basically says that your acceptance must be the mirror image of the offer.
SFV Room 200B: identical twins.
SFV Room 200B: It has to be the exact thing as the offer. Not one IOTA can change, otherwise it’s not an acceptance. It’s something else, which we will talk about.
SFV Room 200B: Under the common law mirror image rule, or 2207, under the UCC.
SFV Room 200B: 2-207 under the UCC, commonly known as Battle of the Forms.
SFV Room 200B: Nato, of the forms. 2-207 is always tested, ladies and gentlemen. Always.
SFV Room 200B: For sure, 100%, both at the bar and here.
SFV Room 200B: Yes, 2-2, Battle of the Forms. We’ll discuss it, trust me. That’s in the UCC, correct? Yes, sir. 2-207, UCC.
Frantz Biamby: Sorry, Bruce, I have a question.
SFV Room 200B: Yeah, one moment. Somebody asked me at, during break.
SFV Room 200B: What article are we responsible for for the bar? And for this class, I would say it’s Article 2.
SFV Room 200B: No other article is tested. You don’t need to learn Article 9 or Article 1, nothing. Just Article 2. That’s all you’re testing, okay? That’s the ball rule. Otherwise, I mean, if they want to test everything, it’s…
SFV Room 200B: We’re never going to be lawyers, right? It’s going to take 500 years. On Zoom, question.
Frantz Biamby: Yeah, so I wanted to ask you, I don’t know if… This is a head, or…
Frantz Biamby: we covered it before. Where… where it says,
Frantz Biamby: did they change the terms of the offer? Does that make it a counteroffer?
SFV Room 200B: Yeah, we haven’t got there yet, but yes, you’re right.
Frantz Biamby: Okay. Yes.
SFV Room 200B: Okay? So…
SFV Room 200B: As I said, acceptance is the assent to the terms of the offer. Think about it. Assent to the terms of the offer. Not change the offer. Assent to the terms of the offer. In the proper form. What form? The form that comes from the offer.
SFV Room 200B: Offeror is the master of the offer, right?
SFV Room 200B: I was at Rosneg Porsche, Sunday.
SFV Room 200B: What was the objection of my wife? Again? I was like, yeah, it’s just gonna be 5 minutes, sweetheart. 5 minutes turned out to be, like, an hour. But they had… they had a special deal, and I’m just talking about
SFV Room 200B: an offer and acceptance, okay? I’m not trying to tell you a story. I’m telling you the story so that you can maybe learn about the offer and acceptance a little bit.
SFV Room 200B: We’re there, and he looks to the guy, the manager, who had sold me Another car years ago.
SFV Room 200B: He looks at me and says, look, if you’re serious about taking this…
SFV Room 200B: Bar that is here, right now, in the showroom.
SFV Room 200B: If you say yes now, right now, I will give it to you for X dollars, out the door.
SFV Room 200B: Could you take it?
SFV Room 200B: I didn’t. But how… how would I interpret… how would I interpret that language? It’s an offer. It sounds to me like not only it’s an offer.
SFV Room 200B: It’s asking for what?
SFV Room 200B: Proper form means?
SFV Room 200B: You gotta commit now! Half an hour from now? Not go have lunch and come back?
SFV Room 200B: No, now. Right this minute. That’s the offer. In other words, if I get… if I sue him and say, oh, he didn’t sell me the car, he might say, well, he stepped out to have lunch with his family and come back to hell with him. I told him now.
SFV Room 200B: it was… I was clear, right? That’s the form that we’re talking about. Proper form.
SFV Room 200B: Right? Hattie said, oh, take your time, you know, the offer is open for the rest of the day.
SFV Room 200B: Hadi said the offer is open for the rest of the day.
SFV Room 200B: and it sold the car an hour later, did I have a cause of action?
SFV Room 200B: Why not? You’re correct. Why not?
Frantz Biamby: Because of the timing?
SFV Room 200B: It’s another popular.
S.Zahra Movassaghigilani: Because… because it’s an offer.
SFV Room 200B: Option contract. What did we talk about? We talked about something else. Not option contract. Consideration? One second, one second.
SFV Room 200B: If it was option contract, I would have to what? Give money. I would have given something, some consideration, to keep the option open. If I didn’t do that, what argument could I raise, which I think ultimately would fail.
SFV Room 200B: Well, what argument would I raise
SFV Room 200B: To say that he should have kept the offer open.
SFV Room 200B: It would fail, I’m telling you right now, ahead of time.
Suren Abrahamyan: detrimental reliance.
SFV Room 200B: Say again?
SFV Room 200B: That’s…
Suren Abrahamyan: Mental reliance. If you relied on the offer to your detriment, then that offer is no longer revocable.
SFV Room 200B: I don’t know if I suffered any detriment. I went, had lunch, and came back. You know, I don’t know if I suffered any detriment, but that aside, I wanted… what argument could I possibly raise that would fail
SFV Room 200B: that he made an offer to me and said, I will keep it open for the rest of the day.
SFV Room 200B: Would it be something along the lines of, like, oh, that offer was made to me only at the time? Did we talk about merchant firm offer at any time?
SFV Room 200B: No. Oh, okay, well then I won’t punish you. We will talk about it. Merchant firm offer. Oh, that’s right, I forgot about that.
SFV Room 200B: Isn’t Porsche dealership a merchant? Hell yeah. In the business of selling Porsche? Yeah.
SFV Room 200B: Did he just make an offer? Yeah.
SFV Room 200B: The question is, is this a merchant firm offer?
SFV Room 200B: What is a merchant offer?
Frantz Biamby: So…
SFV Room 200B: If he was, I would get to sue him, right? And the dealership.
SFV Room 200B: On Zoom, and then… Question on Zoom.
Frantz Biamby: Is it not a merchant’s firm offer because both parties are not merchants?
SFV Room 200B: Well, I just said it would fail, so we’re going to talk about merchant firm offer, right?
Frantz Biamby: Okay.
SFV Room 200B: No, it has nothing to do with both parties being merchants. No, the offer will remain open. But I want to… when we get to it, you will find out why it would fail. Okay, but you get my point. The point was proper form.
SFV Room 200B: The offeror, as the master of the offer, gets to decide how you get to accept.
SFV Room 200B: The offeror may say, you have to show up at the Brooklyn Bridge with one leg up, with a white-yellow shirt, you know, and say, hoo-hoo-hoo, then that’s how you accept. If you don’t say hoo-hoo-hoo, you haven’t accepted.
SFV Room 200B: Even if you did everything else that he asked for. Timely!
SFV Room 200B: In other words, whatever the offeror says goes.
SFV Room 200B: Are we clear so far with that?
SFV Room 200B: Sir? You answered my question. So the proper form is basically the way that the offeror… Yes, the day that the offeror basically sets the offerings. You have to accept in that form. Okay, let’s talk about the mirror image rule. Now, by the way, the acceptance
SFV Room 200B: I want to say, please don’t rush into acceptance. As you can see, so far, I have slowed down a whole lot.
SFV Room 200B: But I may slow down even more for acceptance, because we have 2-207, we have a whole host of stuff that we really have to get, right? We have to get, meaning we have to learn, understand, not memorize. For God’s sake, if you just memorize, you’re not going to be lawyers.
SFV Room 200B: I’ve said it a thousand times. My aunt’s husband had memorized the entire dictionary. I’m not kidding you. All of it. He couldn’t speak shit. It meant nothing, and I told one night, I just had it. I let him have it.
SFV Room 200B: I said, you know, Mr. So-and-so, I mean, with all due respect, it doesn’t matter that you keep asking me these questions about, you know, do I know every word in the English dictionary? Good for you! What can you speak?
SFV Room 200B: Can you understand? No.
SFV Room 200B: Based on my assessment. So… Memorizing doesn’t mean jack, ladies and gentlemen. You need to learn this stuff.
SFV Room 200B: Seriously. Otherwise, a paralegal will do your job.
SFV Room 200B: Once you get it, once you learn it, you may… you’re allowed… you will allow yourself to argue it. Makes sense? And then you’re a lawyer.
SFV Room 200B: That’s the difference between a lawyer and anybody else at Paralegal. Or somebody else who, like I just told Professor Zad, remember? What did I just say? As soon as I get home, I’m going to go read the decision. Because I’m not going to judge based on what somebody else told me.
SFV Room 200B: Even though I trust His judgment, I need to read it! And I just started reading a little bit.
SFV Room 200B: Then I noticed that the majority had no opinion. Just, they ruled, but without any explanation.
SFV Room 200B: Which is…
SFV Room 200B: Not so good. But you get my point? When we talk about this stuff, and the reason we read case law, if nobody has told you before, which I know I have.
SFV Room 200B: is for… for… the case law helps us with language, helps us with understanding the facts and the law together. If you just read law and memorize law, you’re not going to be a lawyer. Otherwise, why are you here? I’ll give you the black letter law. No problem. Go home and memorize all of it.
SFV Room 200B: Seriously, it’s not going to do you any good. Open book! People do open book.
SFV Room 200B: last semester, semester before that, and mostly C, C+.
SFV Room 200B: It’s entire… all of the black letter laws in front of them, they still get a seat.
SFV Room 200B: So it’s about understanding it. Please don’t feel shy. Stop me, ask me questions.
SFV Room 200B: That’s what we are here for. And I don’t want anybody to laugh at anyone else when they ask any question, even a dumb question.
SFV Room 200B: There is such a thing as a dumb question. I agree. But you’re allowed to ask it. You’re allowed to ask it. This is a school, we’re learning.
SFV Room 200B: We’re learning.
SFV Room 200B: I don’t ask the dumb question tomorrow at the DeVora hearing in front of the judge, that would be embarrassing.
SFV Room 200B: But here, this is the time to ask it.
SFV Room 200B: There is no dumb question in school.
SFV Room 200B: Outside of school, sure there is.
SFV Room 200B: Okay. Mirror image rule.
SFV Room 200B: I’m giving you definitions, ladies and gentlemen. Mirror image rule. Under the common law.
SFV Room 200B: Under the common law, a purported P-U-R-P-O-R-T-E-D, a purported acceptance.
SFV Room 200B: Under the common law, a purported acceptance Cannot function as an acceptance.
SFV Room 200B: Under the common law, a purported acceptance cannot function as an acceptance.
SFV Room 200B: If the offeree has changed any of the terms of the original author, I repeat.
SFV Room 200B: Under the common law, a purportive acceptance CANNOT Function as an acceptance
SFV Room 200B: If the offeree has changed any of the terms, From the original offer.
SFV Room 200B: However, it’s requesting that session.
SFV Room 200B: This purported acceptance will be, in fact, a counteroffer.
SFV Room 200B: Put the counter off.
SFV Room 200B: Is that continuation of the… Yes. Yes.
SFV Room 200B: So, mirror image rule is just the first part that I told you, which is that if the offeree changes any
SFV Room 200B: Of any terms of the offer.
SFV Room 200B: It is no longer an acceptance.
SFV Room 200B: That’s the mirror image. Literally, you have to say, I accept.
SFV Room 200B: If you say.
SFV Room 200B: You say, I’m selling you my laptop for $2,000, and I go, I accept, but if you deliver it to my car.
SFV Room 200B: That’s a counteroffer. I just changed the terms. You said I’m selling it to you, never said anything about delivery.
SFV Room 200B: Or if it’s a new trip. I just added something, right? Or if I say, how about $19.99.99? And you say, well, that’s so close to the offer, I mean, come on. $1,999.99 is $2,000.
SFV Room 200B: It’s just one penny. No, it’s a counteroffer. I just changed the terms of the offer, regardless.
SFV Room 200B: Right?
SFV Room 200B: If you say $2,000 cash, and I go, $2,000 cash in a check.
SFV Room 200B: I just changed the terms of the offer. It’s no longer an acceptance. Under the common law mirror image rule.
SFV Room 200B: It’s not a mirror image, is it?
SFV Room 200B: It’s a counteroffer.
SFV Room 200B: Got it?
SFV Room 200B: Yes. So, just as part of the definition, you said, however, it is purported acceptance. Yes, sorry, however, the purported acceptance will now, in fact, operate as a counteroffer.
SFV Room 200B: In other words, once you change any of the terms of the offer.
SFV Room 200B: Ever so slightly, I mean, ever so slightly.
SFV Room 200B: And I’ll give you another example.
SFV Room 200B: The offer says, The offer says, if you show up at my house at 12.59 PM on Saturday.
SFV Room 200B: To start painting my house, I will give you $5,000.
SFV Room 200B: and you say, I will show at 12.58 PM, And I’ll start painting.
SFV Room 200B: counter.
SFV Room 200B: That’s a counteroffer.
SFV Room 200B: Even though you’re actually showing up a minute early.
SFV Room 200B: Which should be applauded. It doesn’t mean anything.
SFV Room 200B: Ever so slightly, that’s the mirror image rule. Like, it literally has to be the exact same as the offer.
SFV Room 200B: Well, I’m just saying I accept.
SFV Room 200B: Simple as that. That’s the mirror image rule, I’ll be clear. That’s the common law version of acceptance.
SFV Room 200B: Okay?
SFV Room 200B: Now, let’s move on. Can you repeat that again? However, the purported acceptance
SFV Room 200B: Will now, in fact, operate as a counter offer.
SFV Room 200B: Now, let’s see what is a counteroffer.
SFV Room 200B: Don’t sweat it, I will tell you.
SFV Room 200B: A counteroffer is both The rejection of the original offer.
SFV Room 200B: A counteroffer is both the rejection Of the original offer.
SFV Room 200B: And the publication of an entirely new author.
SFV Room 200B: A counteroffer is both the rejection of the original offer and the publication Of an entirely new law firm.
SFV Room 200B: So, what the hell does that mean?
SFV Room 200B: If I counter your offer, that means I’m rejecting your offer, I’m introducing a new offer.
SFV Room 200B: In other words, now I am the offeror.
SFV Room 200B: Just a minute ago, I was the offeree, but I’m now the offerer.
SFV Room 200B: Example, going back to the Porsche dealer. Boy, I love that car. It was a S, fully loaded.
SFV Room 200B: But… so going back to that, he says, I want your acceptance now. These are the numbers.
SFV Room 200B: If I had said I accept.
SFV Room 200B: That would be an acceptance. I had heard the offer, the offer was communicated to me, I understood the offer.
SFV Room 200B: I accept it.
SFV Room 200B: Agreed. Yeah. That would be an acceptance.
SFV Room 200B: Now, of course, we’re talking about the sale of goods. Let’s talk about lease. Let’s say it was a lease.
SFV Room 200B: So it’s not UCC.
SFV Room 200B: sale of goods is UCC.
SFV Room 200B: We’re gonna get you in the final if you don’t pay attention, right?
SFV Room 200B: People see sales, and they just… people see goods, and they just say, oh, UCC, UCC, UCC, - no! Only sale of goods is UCC. Anything else, it’s not. It’s common law.
SFV Room 200B: Okay, yes. So, just what you said, like, you know how, like, Apple or, like, phone companies, you could, like, lease or, like, rent a phone, like, for a monthly thing payment? That’s not a sale. That is not a sale. That’s not a sale of the iPhone. Remember what I said about sale. That I know I covered. The title changes from one person to the other. The final purchase, by the… The title, in other words, not just possession.
SFV Room 200B: title, right? My daughter goes to the…
SFV Room 200B: library, I can’t imagine a 4-year-old has a library. So she goes to the library, and they pick… she picks up a book every Wednesday, and brings it home, and has me read it for her.
SFV Room 200B: She didn’t buy the book.
SFV Room 200B: She borrowed the book from the library. Even though the book isn’t good.
SFV Room 200B: Title has not passed to my daughter. Title remains with the school.
SFV Room 200B: Get it? She’s just merely in possession of it.
SFV Room 200B: It’s very different.
SFV Room 200B: You understand?
SFV Room 200B: Yes. So, I know the lease isn’t a purchase, but you’re financing it until the car isn’t paid off. Finance is purchase. No, finance is purchase.
SFV Room 200B: You’re buying. Even though you haven’t paid it off? Of course, it’s a sale of goods, absolutely. They sold you the car, didn’t they?
SFV Room 200B: You know, I was just thinking that you… Yeah, but whoever is the leaseholder, or the lender, sorry, has, has a lien on the title, but they sold the car to you. That’s a sale. Very good question. That is a sale, it’s just you haven’t completed your payments.
SFV Room 200B: You buy a house, don’t you say, hey everybody, you’re invited this weekend to my house, I just bought a house.
SFV Room 200B: You never said, for the next 30 years, I’m gonna pay my shorts to the bank.
SFV Room 200B: Did you?
SFV Room 200B: But did you buy a house? Sure they did, just don’t own it. You think you do.
SFV Room 200B: Right? Yeah, it’s like me paying off my student loan, like, I don’t know, 20 years after the damn school finished. 20 years, man. When my wife paid off hers. I’m like, oh my god, I’m so embarrassed, I gotta pay off mine, and this is… this is bad. She just paid off her loan.
SFV Room 200B: Okay, so, counteroffer. We said a counteroffer is both a rejection of the original offer and a publication of a new offer, so…
SFV Room 200B: In the example of the Porsche dealership, the guy made an offer to me.
SFV Room 200B: If I had said I accept, as I said before, that would be an acceptance, but let’s say I don’t say accept, and I say.
SFV Room 200B: I will accept if you shame off another $2,000 from the deal.
SFV Room 200B: Very good. Now, he’s… what happens to his offer?
SFV Room 200B: Rejected. Done. Rejected means what? What happens to the offer? I wanna make sure we get it. It’s dead. Dead. My professor used to say, he would scream and say, she would just… It’s D-E-A-D.
SFV Room 200B: It’s totally dead. Like, they offer… what does that mean when I say dead? Non-existent. Exactly. Until it’s revived again, it’s gone!
SFV Room 200B: In other words, as soon as I opened my mouth with a counter, I killed his offer.
SFV Room 200B: I can’t come back one minute later and say, you know what, you know what? I’ll take it. I’ll take it.
SFV Room 200B: -Oh.
SFV Room 200B: That offer died. I have no case, no cause of action. I can’t sue. Do you understand? I want you to memorize this forever.
SFV Room 200B: Once there is a counteroffer introduced, the original offer is dead, is finished.
S.Zahra Movassaghigilani: Professor, I have a question.
SFV Room 200B: positive action. You can say, you know what, I changed my mind, I’ll take it. If he says, okay, fine.
SFV Room 200B: Now I have made a new offer, he just accepted my new offer. Do you understand?
SFV Room 200B: But his original offer was dead. Already.
SFV Room 200B: Are we clear?
SFV Room 200B: On Zoom. Question.
S.Zahra Movassaghigilani: Sure, my question is that if I accept an offer, and then the offeror, like, makes a counteroffer, like, can I, like, sue him for, like, you know, breach of contract? Because I understand that you’re saying it’s no longer a contract.
SFV Room 200B: as well.
S.Zahra Movassaghigilani: Accepted.
SFV Room 200B: Okay, so as I understand…
S.Zahra Movassaghigilani: And then he changes.
SFV Room 200B: As I understand, what you said was.
SFV Room 200B: the offeror makes an offer, I accept the offer, and then the offerer makes a counteroffer, correct?
S.Zahra Movassaghigilani: Is that correct? Is that what I heard? Yes, yes, that’s correct. They offer change.
SFV Room 200B: So, typically, what you’re trying to say is that the offeror is now in breach.
SFV Room 200B: Because once there is an offer and there is an acceptance, Assuming…
SFV Room 200B: Assuming that the… it’s an enforceable contract.
SFV Room 200B: That’s the end of the negotiations. It’s over. If the offeror now introduces a new offer.
SFV Room 200B: You may have a cause of action for breach, for breach of contract, because you just accepted.
SFV Room 200B: Right? If the dealer tells me.
SFV Room 200B: You can take this card for, what was it? $135,000.
SFV Room 200B: Plus tax.
SFV Room 200B: And I say, I accept. And then he says, you know what? You can take it for $180,000, $38,000 plus tax. Well, I’m gonna say, screw you, man, I’m suing you.
SFV Room 200B: Right? You just said, 135, I accepted.
SFV Room 200B: assuming statue of frauds, okay? When we get to the second semester, you’ll find out it’s not that easy. It’s not that easy, right?
SFV Room 200B: you can say, I’ll sell you my car for $5 right now, and they can’t sue you.
SFV Room 200B: you will find out from the statue of France. But absent that, You have an agreement.
SFV Room 200B: You haven’t agreed, right? So if somebody, if the offeror now changes and introduces a new offer, you have a case for breach.
SFV Room 200B: But as soon as I opened my mouth and changed the terms of his offer by any, any, not right now, but you know what? I’ll come back this afternoon.
SFV Room 200B: Offer is dead. Finished!
SFV Room 200B: Even though all the essential terms are there, and I said yes to it.
SFV Room 200B: But I’ll come back this afternoon. I just killed his offer.
SFV Room 200B: Because the manner of acceptance, the terms, one of the essential terms, was what?
SFV Room 200B: No. No!
SFV Room 200B: Mirror image rule dictates that I go, okay, in the proper form. Proper form was open your mouth right now and say, okay.
SFV Room 200B: You didn’t? Have a nice day.
SFV Room 200B: Okay? Now… So, as I said before, when the offeree
SFV Room 200B: Makes a counteroffer, makes a statement that is inconsistent with the offer, He kills the offer.
SFV Room 200B: And he now introduces a new offer. He becomes the offeror.
SFV Room 200B: And the original offeror is now the offeree.
SFV Room 200B: You’ll see this a lot in the final. Like, a lot. This guy says this, that guy says, and then you just have to find out, what was it? Was this an offer, or was this an invitation to an offer? If it was an offer, was there an acceptance? If there was an acceptance, was the offer still open? Was it… did it die?
SFV Room 200B: by natural causes? Maybe because so much time collapsed? Maybe because the offoro died?
SFV Room 200B: Maybe because the offeree is now insane, whatever the reason may be, you just have to go through all that exercise.
SFV Room 200B: To show me that you understood there was an offer, there was a valid offer, it was still open, on the table.
SFV Room 200B: Was it received and understood by the offeree, and did he accept?
SFV Room 200B: And now, we get to the juicy part.
SFV Room 200B: Which is 2-207.
SFV Room 200B: Can you tell us about the last shot rule? The what? The last shot rule, that’s for Africa. I will get to that. I will get to that.
SFV Room 200B: Let’s talk about 2-207. Is this all of them, or is, like, a subsection one? I’m gonna read the entire 2-207, and I know you’re gonna hate me for it, but I have no choice. Yes, sir. Yes?
Yessenia Soria: First, I have a question before we move on. On… for the breach, is there supposed to be any money exchange in order for them to sue, or just…
SFV Room 200B: Talk about breach until next semester.
Yessenia Soria: Okay, thank you.
SFV Room 200B: No problem.
SFV Room 200B: But we will, I promise you.
SFV Room 200B: We will talk about it next semester. Okay, 2-207.
SFV Room 200B: Commonly known as Battle of the Forms.
SFV Room 200B: 2407, treatment of an acceptance is… As such.
SFV Room 200B: It reads, subsection 1, a definite… and please don’t take notes, just hear me out. It’s in the back of the book. If you want to take notes, that’s fine, but you’re going to kill me. Of course, and I have to scream tomorrow. I have two hearings tomorrow.
SFV Room 200B: One of which I just told you.
SFV Room 200B: A definite and seasonable expression of acceptance.
SFV Room 200B: Or a written confirmation.
SFV Room 200B: Which is sent within a reasonable time.
SFV Room 200B: Operates as an acceptance.
SFV Room 200B: Even though it states terms additional to or different from the… those offered or agreed upon.
SFV Room 200B: Think about it.
SFV Room 200B: it says, a definite Right?
SFV Room 200B: We all understand what that means, and seasonable, which is, what, timely, right? Definite and seasonable. We’re not talking about
SFV Room 200B: Spring and fall. We’re not talking about seasons, we’re talking about seasonal means timely.
SFV Room 200B: Why do lawyers have to make things difficult? I don’t know. But it’s great, because that’s why everybody has to pay you. Otherwise, they would read the damn thing, and they would know what it means. They have to come and pay you! So, yeah, you have to pay a $100,000 loan, student loan, to find out what this means. Right?
SFV Room 200B: A definite and seasonal expression of acceptance. So there is an expression of acceptance, which is communicated to the other party, right?
SFV Room 200B: Or a written confirmation.
SFV Room 200B: So there’s an offer, now you send the return confirmation.
SFV Room 200B: Which is why we call Battle of the Farms, right?
SFV Room 200B: Which is sent within a reasonable time, so…
SFV Room 200B: It is also communicated within a reasonable doubt, just like, just like the Auditor General statement.
SFV Room 200B: Operates as an acceptance.
SFV Room 200B: That’s what it says. By the way, this is how I learn law. I don’t know about you, but I read every single word very, very carefully, try to understand what the hell it’s saying.
SFV Room 200B: Right?
SFV Room 200B: I don’t just memorize words and just move on. I try to understand every word, so that I understand why it’s there to begin with, bless you, right?
SFV Room 200B: If we say, burglary is the, breaking, entering into the dwelling house of another at nighttime with the intent to commit a burglary therein.
SFV Room 200B: You take any one… any part of that out.
SFV Room 200B: You don’t have burglary at common law. You have something else you just made up.
SFV Room 200B: It’s a definition. You can’t get rid of stuff. You have… I learned this 30 years ago.
SFV Room 200B: It’s still here.
SFV Room 200B: Because I use it, you know, my…
SFV Room 200B: In my work, line of work that I do, but… but you get my point. You cannot make up your own definition. I will kill you. I swear to God, I’m gonna call you and cuss you out if I see that you made up your own definition, especially when you guys have open book.
SFV Room 200B: KIL.
SFV Room 200B: Officer.
SFV Room 200B: We don’t actually come and kill you.
SFV Room 200B: Okay. But it’s subjective, so… Yes, sir, it is.
SFV Room 200B: So, a definite decision of expression of acceptance or a written confirmation, which is sent within a reasonable time, operates as an acceptance, even though
SFV Room 200B: It states terms additional to, or even different from those that were in the offer, or that we agreed upon.
SFV Room 200B: Unless acceptance is expressly made conditional on assent to the additional or different terms.
SFV Room 200B: Okay? So if the acceptance says.
SFV Room 200B: You have to agree to these additional terms, that is not an acceptance, or to these different terms.
SFV Room 200B: But if he just offers additional or different terms.
SFV Room 200B: It’s still an acceptance. Now, what happens to the additional terms? That’s the key question.
SFV Room 200B: Did you get what I just said? Did everybody get what I just said? It says, unless acceptance is expressly made conditional. In other words, this is an acceptance, but only if you agree to all of my additional terms, or different terms. That is not the acceptance, according to the UCC.
SFV Room 200B: If it doesn’t say that, the additional terms and… or different terms are introduced, no problem. We still have an acceptance, but let’s see what happens with the additional or different terms.
SFV Room 200B: Well, here’s subsection 2.
SFV Room 200B: The additional terms are to be construed as proposals.
SFV Room 200B: the additional terms are to be consumed as proposals for addition to the contract. In other words, they’re merely proposals to be added to the already existing contract.
SFV Room 200B: Between merchants, Now, it’s different.
SFV Room 200B: Between merchants, meaning both parties are merchants, or all three parties, whatever number of parties, they’re all merchants, everybody’s merchant.
SFV Room 200B: Such terms become part of the contract.
SFV Room 200B: Automatically, basically. Unless… A…
SFV Room 200B: the offer expressly limits acceptance to the terms of the offer. In other words, the offer itself says, we do not accept any additional or different terms.
SFV Room 200B: It’s take it or leave it.
SFV Room 200B: In that case, even between merchants, these additional terms do not become part of the contract.
SFV Room 200B: They materially alter the contract.
SFV Room 200B: Material alteration.
SFV Room 200B: Which, if you’ve read the cases, you already know, probably, that arbitration clauses, the courts have said, is a material alteration. Why? Because this takes away your… takes away your judge trial and jury trial. Sends you to an arbitrator.
SFV Room 200B: Right? And that’s a fundamental right.
SFV Room 200B: If you want to sue.
SFV Room 200B: Right?
SFV Room 200B: C.
SFV Room 200B: notification of objection to them has already been given, or is given within a reasonable time after notice of them is received. In other words, after
SFV Room 200B: the acceptance has been communicated to the original offeror. The offeror realizes there are additional or different terms, and the offeror is a merchant.
SFV Room 200B: He seasonably objects.
SFV Room 200B: then they do not become part of the continent.
SFV Room 200B: Make sense?
SFV Room 200B: I have no idea how many merchants get burned because of this, because not everybody knows the damn law, right? But, hey, that’s the way it is. I was gonna say, is that basically acceptance requesting a concession, or… What is?
SFV Room 200B: Well, you… you… basically, whatever you were talking about… But when you say concession, you’re saying conceit, and I don’t follow. What does that mean? What are you… Well, I read in the book, acceptance requesting a concession is ask the offer.
SFV Room 200B: to agree to additional or different terms, but the offeree makes clear that he or she will accept the offer, even if the offer rejects the new terms. Okay.
SFV Room 200B: So, whatever you were defining just now, basically, would be that, correct? That’s what I was saying. So as long as you… He’s talking about the notification of objection. Oh, notification of objection from the original offeror?
SFV Room 200B: Yeah, you’re basically conceding that they are part of the contract if one of these three doesn’t happen.
SFV Room 200B: Right? If that’s what you mean. If they materially alter, they automatically are out.
SFV Room 200B: Right? So you have a contract, but those additional or different terms do not become part of the contract.
SFV Room 200B: Right? Material alteration. Or, if you seasonally object, no, no, no, I don’t like any of this stuff, I don’t agree.
SFV Room 200B: Or, your original offer had said.
SFV Room 200B: Only the offer, the terms of the offer, are the only terms we accept. Nothing else. Don’t add anything, don’t change anything.
SFV Room 200B: You already gave them notice ahead of time.
SFV Room 200B: Does that make sense? Yes, sir? Just, to have a real-life example to make it easier to understand for anyone.
SFV Room 200B: additional terms in an offer, can that be, like, paralleled as, I don’t know, different packages and stuff? Sure, it could be any term. Any additional term. CarPlay, backup cameras… Delivering to… deliver the computer to Egypt.
SFV Room 200B: I want additional warranty on the car.
SFV Room 200B: Right? I want 2 more years of warranty on the car. That’s changing the terms.
SFV Room 200B: Right? I accept, but deliver to my house.
SFV Room 200B: He didn’t say that. I just added the term.
SFV Room 200B: Right? And under 2-207, What happens to that additional term?
SFV Room 200B: I… he said, accept my terms to buy the car, and I said, I accept, but deliver to my house. What happens to the additional term? He’s an old merchant, so… Very good. I was gonna choke the first person that says, oh, it becomes part of the contract.
SFV Room 200B: Only he’s a merchant, I’m not!
SFV Room 200B: We said merchants!
SFV Room 200B: I’m not. It’s a… what is it? It’s a mere proposal.
SFV Room 200B: It’s a near proxy. So it could be, like, waved off. Yeah, he’s gonna say, well, whatever.
SFV Room 200B: Buh-bye.
SFV Room 200B: Right?
SFV Room 200B: Thank you. Even if you have a contract, that does not become part of the contract, unless…
SFV Room 200B: He agrees to it.
SFV Room 200B: Right? It’s a proposal to be agreed upon.
SFV Room 200B: Got it.
S.Zahra Movassaghigilani: Professor, I have a question.
SFV Room 200B: On Zoom.
S.Zahra Movassaghigilani: So, when I say, for example, like, I will get this car if you deliver it to my house, that means I have not accepted, or it’s a conditional acceptance, is that correct?
SFV Room 200B: time. Ask the question.
S.Zahra Movassaghigilani: So, for example, when you say delivered to my… I will accept, like, buying this car, but, like, if… but if, but if it’s delivered to my house, that means…
SFV Room 200B: This is not an acceptance.
S.Zahra Movassaghigilani: It’s not an acceptance.
SFV Room 200B: No, I just added a term. I changed the… I changed the terms of the offer.
SFV Room 200B: Absolutely.
S.Zahra Movassaghigilani: So, You’re saying it would be a proposal, and then, like, if the.
SFV Room 200B: The short term would be a proposal. So… but you said, but only if you deliver to my home, right?
S.Zahra Movassaghigilani: Yes.
SFV Room 200B: That’s not just an additional program, that literally is a condition.
SFV Room 200B: We learned the law of conditions soon. You’re gonna hate contract when we get to, sorry, conditions. But you just set a condition on your acceptance. So it’s a conditional acceptance, it’s not an acceptance. You’re saying, I accept, but only if…
SFV Room 200B: Meaning what? If you don’t agree to this term, I don’t accept.
SFV Room 200B: So that is not an additional term, that literally is a new offer. You just kill the offer.
SFV Room 200B: Right?
S.Zahra Movassaghigilani: Wi-Fi.
SFV Room 200B: But only if you do XYZ.
SFV Room 200B: Well, unless I agree to the XYZ, there is no… there is no acceptance, right?
SFV Room 200B: Because I just introduced a new offer to him, he needs to accept it.
SFV Room 200B: Yes, one sec.
S.Zahra Movassaghigilani: And when I say it’s a proposal, proposal is different from a condition, right? Based on my understanding. So if I say… I give a propo… I accept, and I give a proposal, then, what if the merchant comes back and says, like, no, I don’t… don’t agree with your proposal? Still, like, my acceptance, like, you know.
SFV Room 200B: We sometimes, we don’t call them really proposals, we call them mere inquiries, which we will get to in the next one or two weeks. You will see that sometimes you haven’t actually killed the offer if you are making a mere inquiry.
SFV Room 200B: For example, the offer is, take the car for $137… $35,000.
SFV Room 200B: I don’t say, no, I don’t say yes, I don’t say, I’ll pay $130,000. But I say.
SFV Room 200B: Would you consider $130,000?
SFV Room 200B: you will see that that language may not necessarily kill the offer. It’s a mere inquiry. The offer remains open.
SFV Room 200B: If he says no, I say, okay, fine, $135,000.
SFV Room 200B: Get my point? It’s a mere proposal.
SFV Room 200B: Not, right, not a new offer, right? Forgive me, it’s a… it’s a… it’s an inquiry.
SFV Room 200B: It’s a… it’s… I’m asking. I’m asking if… to see if we can strike a deal. But I’m not killing the offer. And…
SFV Room 200B: Why do we pay you the big bucks as a lawyer? Because we’re going to put that in the final, and you have to decide whether that is a counteroffer or not. Is it a mere equity? What happens to the original offer? Did it die? Is it alive?
SFV Room 200B: You see what I mean? That’s… that’s what we pay you for.
SFV Room 200B: Right? That’s what your client pays you for, depending on who, which one you’re representing. The dealer is your client, or the merchant is your client.
SFV Room 200B: You make the arguments, and… See what happens.
SFV Room 200B: Okay? So how do you classify an additional term from a different term?
SFV Room 200B: Well,
SFV Room 200B: fairly reasonable question, but I think the answer is actually, it may be easier than you may imagine.
SFV Room 200B: A different term would be, He’s selling his laptop to me, The delivery is at school.
SFV Room 200B: I changed that term to say delivery at My home.
SFV Room 200B: Right?
SFV Room 200B: But I may add an additional term, which is not only the laptop, but I also want the charger.
SFV Room 200B: That’s an additional truck. You never offered that.
SFV Room 200B: But you did offer to deliver it to me here, I just changed it to another location.
SFV Room 200B: See? So one is additional terms. The term that you don’t find in the original offer is an additional term, right? But if there is a term and you’re changing that term, that’s a change, not an addition.
SFV Room 200B: The location is to change the charge is additional. Yeah, anything that is… that is… you’re adding to it is an additional term, right? Warranty, I want warranty.
SFV Room 200B: That’s an additional term.
SFV Room 200B: Right? Versus…
SFV Room 200B: warranty, you have to deliver the laptop to our location, and I say, well, they change the location to pick up the laptop from my home… from my home.
SFV Room 200B: Make sense? So, when you see the fact pattern, it will come to you. Trust me. It will easily come to you.
SFV Room 200B: Okay.
SFV Room 200B: Subsection 3 of 2207. I really have tried to…
SFV Room 200B: Go as slow as possible on 2-207.
SFV Room 200B: I know that when some professors cover 2-207, people freak out.
SFV Room 200B: And they go, oh my god, I gotta go to another section of this class, I’m about to blow my mind.
SFV Room 200B: But…
SFV Room 200B: it’s really not that difficult. You just have to spend some time learning it, and of course, the caseload. The case laws are extremely important in this area, because as I told you, you’re going to be tested.
SFV Room 200B: For sure.
SFV Room 200B: Okay, 2-207, subsection 3.
SFV Room 200B: Conduct by both parties.
SFV Room 200B: So now, 2-207, basically the UCC drafters are saying, you know what? Forget about freaking language and stuff. That’s one aspect of this thing.
SFV Room 200B: But sometimes conduct, too, sure, that may signify
SFV Room 200B: a contract, why not? Let’s see if the parties… if you go sit on the barber chair.
SFV Room 200B: And you say, give me a haircut.
SFV Room 200B: By your conduct, have you agreed to pay him?
SFV Room 200B: Yes? Hell yes!
SFV Room 200B: Just try not paying him. See what happens. Sheriff deputy’s gonna show up. Oh, I thought he was gonna shave your head off. I’d rather. As opposed to, as opposed to…
SFV Room 200B: My brother told me that he went to… I’m not gonna name the restaurant, so I don’t shame anybody.
SFV Room 200B: But they went to a restaurant with, I don’t know, 10 other people… Carousel. No, I’m kidding. To have dinner, okay? Dinner was $800 for 8 people, roughly.
SFV Room 200B: The music charge was $500. $500. Entertainment? Music charge.
SFV Room 200B: They called it music charge. And he said, I swear to God, there was only one guy with a violin. That’s it. Oh my god. Every table has to pay the… just imagine how much music charge is being
SFV Room 200B: charge. Now, was that… did you consent by your conduct, by walking into the restaurant, to pay that music charge?
SFV Room 200B: Well, no. Some people are saying no, and some people are saying depends. Thank God nobody says yes.
SFV Room 200B: You don’t know if there’s a musician. You don’t know if anybody’s that stupid!
Frantz Biamby: Can I ask a question?
SFV Room 200B: That’s what we call an unconscionable
SFV Room 200B: figure, right? That’s an unconscionable term, if you will.
SFV Room 200B: Do we consent that if you go to the restaurant, of course they put a menu in front of you, there’s prices there, you’re ordering the food, you gotta pay for it.
SFV Room 200B: If the music charge was on the menu.
SFV Room 200B: Well, maybe you could argue you should have seen it.
SFV Room 200B: Yeah. Right? Just like the 23and. Just walk out. Don’t pay it. Just walk out.
SFV Room 200B: But if you sit there, and the music charge is not told to you in advance, either orally as you walk in, or as you sit on the menu, how the hell are you supposed to guess that reasonable people would pay that much money for music charge? So not every conduct, ladies and gentlemen, is
SFV Room 200B: Ascent.
SFV Room 200B: is what I’m trying to tell you. 2207 subsection C3 is subsection 3, does not necessarily mean that you bend over backwards for anything that you get into. Not necessarily. It’s within reason.
SFV Room 200B: Make sense? That’s where you come in again, as a lawyer.
SFV Room 200B: But, Your Honor, how many times have you gone to have dinner
SFV Room 200B: And there’s a mutual charge of $500 for 8 people.
SFV Room 200B: And it’s not even a freaking band! I mean, it’s not like, you know, Bon Jovi’s performing.
SFV Room 200B: It’s a guy with a mahalid, for God’s sake! And they’re probably not even joking at all. They… they… my brother is…
SFV Room 200B: It was the first time I heard him say, he’s the opposite of me.
SFV Room 200B: First time he opened his mouth, and said, call the guy and says, wait a second, especially in front of others, he’ll pay any money, not open his mouth. I’m the… my wife is forgiven, not me. My wife would probably pull the gun, shoot two people, I swear to God, and shoot them again while they’re down.
SFV Room 200B: On Zoom, if you have a question. You didn’t answer what he ended up doing. Nobody paid. They basically said, you can call the police if you want, we’re not paying any of the bill unless you take this off. We’re not even paying for the dinner.
SFV Room 200B: Unless you take it off. They took it off, they brought it back, and they apologized, and then they paid and left. But then I… then my wife, of course, she heard this, and she said, oh, I’m leaving a review. I’m like, but you didn’t go. But you’re in there! The reviews are, like…
SFV Room 200B: If he, if you’re, hypothetically speaking, if your brother paid for that, would you have been able to sue him? Yes, I think he would have. Is your brother an attorney? I’m sorry? No, he’s a therapist, that’s why he would pay. Oh. You guys could not be more different. Yes, but no, but he even said that that, I thought.
SFV Room 200B: That was outrageous. Wow. Does your brother ever try to help you, or use your brother?
SFV Room 200B: But, but you get my point. I made the example to, I made that example to tell you that 2207 subsection 3 does not necessarily mean that by, just by mere conduct, you can enter into any contract.
SFV Room 200B: That is not true. It says by conduct by both parties, which recognizes the existence of a contract. Did their conduct necessarily recognize the existence of a $500 bill for… no.
SFV Room 200B: But it did for paying for the food that they had, absolutely. Tip? Sure.
SFV Room 200B: Maybe some cover charge, some BS charge that they charge.
SFV Room 200B: You know, like, what is it, health charge? What was it they used to charge? 3%, whatever? Health charges? Yeah, yeah, yeah, I remember that. I don’t want you to be healthy, I want you to die, I don’t give a shit. Pay for your health. Get it from your employer. That’s what I do, because the employers are all cheap. I’m sorry, I’m not that cool, I’m just… I’m trying to express a point.
SFV Room 200B: It’s ridiculous.
SFV Room 200B: Okay, the existence of a contract is sufficient to establish a contract for sale, although the writings of the parties do not otherwise establish a contract. Think about it.
SFV Room 200B: That’s how liberal, that’s how broad the definition of UCC is, that even if the written contract that does exist even between the parties does not
SFV Room 200B: In any way, shape, or form.
SFV Room 200B: Show the existence of a contractor, subsequent or simultaneous conduct may, in fact, signify a contract.
SFV Room 200B: Interesting.
SFV Room 200B: Right?
SFV Room 200B: You may have had an oral agreement with the guy, the painter, to come paint your home, and you wrote a half-assed written contract that is good for nobody.
SFV Room 200B: But the fact that he shows up, and he paints, and you pay him…
SFV Room 200B: Shows what? That was a contract, otherwise, why the hell would he show up at your home and paint your home? And not the other, the next-door neighbor’s home? He showed up because…
SFV Room 200B: then more likely than not was a contract between the two of you, and you paid him. You further signified the fact that there was a contract between the two of you. That’s what UCC is referring to. But at common law, -
SFV Room 200B: No contract.
SFV Room 200B: Where is it? Where’s the language?
SFV Room 200B: Got it?
SFV Room 200B: Okay.
Paul Gonzalez: I had a quick question.
SFV Room 200B: Yes, sir.
Paul Gonzalez: I’m just trying to break down the 2-207 in, like, a simple way or simple term, and I was trying to say, like, one way of thinking of it. Can I say it’s a way for business contracts to keep going even when forms
Paul Gonzalez: Confirmations or even emails have slightly different terms. The law prioritizes making the contract work over nitpicking small differences.
SFV Room 200B: I would,
SFV Room 200B: I would say that may be oversimplifying 2-207. I would also say that this doesn’t belong, this definition is not for merchants, this is for anybody.
SFV Room 200B: Only a portion of it has to do with merchants.
SFV Room 200B: The remainder of it is between anybody.
SFV Room 200B: It says… It’s just the subsections, right? I’m sorry. It’s just the subsections? Yeah. Portions of it, again, says if the parties are merchants, this is what happens with the additional different terms. But if they’re not merchants, no problem with still what they’re proposals. So… so, if I wanted to simplify
SFV Room 200B: 2-27, I wouldn’t.
SFV Room 200B: Sorry, I really wouldn’t, because it’s a little scary if you do that.
SFV Room 200B: I would basically say try to separate it into sections so that you can understand it better. The first section is… is, you know, the subsection 1 that says a definite seasonable expression of acceptance or written confirmation.
SFV Room 200B: that is sent within a reasonable time acts as an acceptance, right? Even though there’s additional terms or different terms. That’s the first part.
SFV Room 200B: That’s for both merchants. Merchants, not merchants, yeah. The second part is not subsection 2. The second part is the second paragraph of subsection 1. I want to kill this computer.
SFV Room 200B: That basically says, unless acceptance is expressly made conditional, that is tested
SFV Room 200B: That’s separate. I would say that should have been subsection frickin’ 2.
SFV Room 200B: Right? That always confuses students, confuses professors.
SFV Room 200B: It basically says, unless the acceptance says, you must agree to these terms, or there’s nothing.
SFV Room 200B: Well, of course, there’s no contract!
SFV Room 200B: Right? Because UCC doesn’t force the other party to say, oh, shoot, I forgot to object. Oh, I guess all these additional terms are part of our contract. No, it’s not.
SFV Room 200B: You get it? So, if the acceptance says.
SFV Room 200B: You have to agree to these additional terms or different terms.
SFV Room 200B: It’s not an acceptance under the UCC either. Got it? That’s the second part.
SFV Room 200B: The third part is what happens with the additional terms.
SFV Room 200B: That part, I think, is simply, simple.
SFV Room 200B: Honestly.
SFV Room 200B: If it’s… if the parties are not merchants, It’s a mere proposal.
SFV Room 200B: If the parties are merchants.
SFV Room 200B: three things might happen. They’re all dictated. The offer expressly limits acceptance, so if the offer says only my terms.
SFV Room 200B: Any additional term? -
SFV Room 200B: Right?
SFV Room 200B: No good, because the offer is the master of the offer, the offerer said, only my terms.
SFV Room 200B: Or two, they materially alter, like we said, arbitration clauses.
SFV Room 200B: They must alter the original contract.
SFV Room 200B: Those terms are gone.
SFV Room 200B: Or, if notification of objection is already sent, or sent within a reasonable time, from the original offer, or saying, no, no, no, no, no, I don’t accept any of these new additional terms or different terms, they’re gone.
SFV Room 200B: then they’re not part of the contract, okay? And then lastly is the conduct, which…
SFV Room 200B: I wouldn’t make a big deal of that. You’d literally look to see what did the parties do?
SFV Room 200B: What did the parties do?
SFV Room 200B: That might signify that there was, in fact, a contract between the two of them.
SFV Room 200B: Not that hard.
SFV Room 200B: You see the fact pattern, you argue the fact pattern.
SFV Room 200B: And we will do it, when we get to…
SFV Room 200B: Cases. Yes, sir? To her question on Zoom about the condition versus proposals.
SFV Room 200B: Are we gonna be given or, like, learned certain keywords that, like, you’re… as soon as you see, you’re like, okay, this is a condition, not a proposal? Yes, I will. We will give you keywords, yes. The answer to your question is… the answer to your question is yes. There are some… look.
SFV Room 200B: there is no black and white rule, because if there was, there would be no lawyers, right? You just give it to anybody and go, okay, black, white.
SFV Room 200B: There’s no such a thing.
SFV Room 200B: But there are language such as, but only if Conditioned on… Or, you know, I will only accept
SFV Room 200B: ABC, if C and D is added, or D and F is added. Language that would basically condition
SFV Room 200B: The acceptance on something else, or a different thing.
SFV Room 200B: Then, yeah, we will… especially in the law of conditions. But yes, there are… there’s specific language, yes.
SFV Room 200B: Correct, yes. Now, I’m gonna stop lecture.
SFV Room 200B: Because I was just… I was going to give you a definition for proper form.
SFV Room 200B: But I won’t do it. We’ll do it next week. Otherwise, it’s gonna be too much. Are we good? There is a hand on Zoom. There is a hand on Zoom. What am I going to do with a hand on Zoom? You’re gonna give it a high five. Is that a question?
Rita Karaian: Yes, hi, Professor.
Rita Karaian: I have a question in regards to, 2207. So, for example, if there is a, let’s say, a contract, and then the individual, accepts the contract, but the offeree ends up, like.
Rita Karaian: Changing the terms to it, but the person who accept, like, accepted, like, acts in the…
Rita Karaian: way, like, the contract originally stated, but they added additional perks. The offeree then adds additional terms.
Rita Karaian: But the conduct of the offer… offeree, like, of the offer,
Rita Karaian: signifies that they accept it if they hadn’t, like, seen the additional terms. Is that… So, I don’t know.
SFV Room 200B: I don’t think I understood your question.
Rita Karaian: Sorry, okay, so for example, let’s say…
Rita Karaian: a person sells a computer to another person for $5, and then the person says, okay, I agree to your contract, but then on the… whenever he’s giving him the computer.
Rita Karaian: he says something in addition, like, if it breaks within 5 days, like, I’m not, like, going…
SFV Room 200B: That’s a mere proposal.
SFV Room 200B: That’s a mere proposal. The other party has the right to say, yes, I accept, or to hell with you.
SFV Room 200B: Additional? I hope it breaks in 5 days.
Rita Karaian: Okay.
SFV Room 200B: That’s what I would say.
SFV Room 200B: And then if it…
Rita Karaian: And if they just continued, let’s say, to give the $5, that means they just accepted those new terms, and that’s an acceptance.
SFV Room 200B: It’s subject to argument, I’m sure somebody would say yes or no, but yeah, I think the conduct signifies a contract.
SFV Room 200B: And the additional term that the other party never agreed to is just a mere proposal.
SFV Room 200B: That would be about a short answer. Make sense?
Rita Karaian: Thank you.
SFV Room 200B: You’re welcome. Any other questions?
Frantz Biamby: Yeah, I wanted to ask on…
Frantz Biamby: For the 2-207, does it have anything to do with, Express or implied cooking?
SFV Room 200B: implied consent?
SFV Room 200B: We will, we will talk about, that a little more next week.
SFV Room 200B: I hope to clean it up, okay?
SFV Room 200B: Everybody, have a great evening, and welcome to the new students in class, especially Ms. Rosavi, it’s very nice to see you.
Frantz Biamby: First, I have to ask…
Fatima Razavi: Very nice to see you too.
SFV Room 200B: Thank you, sir. Sir.
Edwin Aghilian: Preston.
SFV Room 200B: Bryce. You have more questions?
Paul Gonzalez: Thank you, Professor.
SFV Room 200B: Good night. Thank you, Professor Ting.
Cameron Smith: you.
SFV Room 200B: If on Zoom you have a question, you can text it to me, since the class is busy in Canada.
Anabella Sulahian: Thank you, Professor. Good night.
SFV Room 200B: It’s, it’s funny, it’s, it’s really insane. You know, I don’t know how to treat that. I really don’t know. But I just always thought it’s stupid. I just, you know…
SFV Room 200B: I’m telling you, youngsters, get out of my class! It was the music thing? Not to go there. I work with that music.
SFV Room 200B: I think he said it’s a Turkish restaurant, I think. Is it Flame? I don’t know, Flame is Persian, as far as I know. I don’t know if they charge, I really don’t know. Yes. In other words.

Main

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Session 05

Contracts - Session 05

Transcript

Main

Outlines

Class Notes

Class Transcripts

​Contracts - Session 05

​Transcript

Contracts - Session 05

Transcript