Contracts - Session 06

Transcript

SFV Room 200B: I don’t recall.
Adreanne Kumamoto: Is it connected?
Adreanne Kumamoto: You know… Brian, we can let it stop for 2 seconds!
Adreanne Kumamoto: Like, you’re moving too fast, you’re being so impatient!
Suzy Shkhrdumyan: Adrian, your microphone’s on.
SFV Room 200B: Humberto Campos? Great.
SFV Room 200B: Marco Yanilovsky.
SFV Room 200B: Brianna? I’m here.
SFV Room 200B: Why is the mess? Let me just say.
SFV Room 200B: Joseph KJ, you’re welcome.
SFV Room 200B: often.
SFV Room 200B: Go ahead, Patricia. Here.
SFV Room 200B: Danny Ramirez? Here.
SFV Room 200B: Armin Zakarians? Yep.
SFV Room 200B: Joshua Zone? Here.
SFV Room 200B: Lucine Abrahamian?
Lusine Abrahamian: Cheers.
SFV Room 200B: Surin Abrahamian? He’s not here today, Professor. Okay. Thank you.
SFV Room 200B: Betty Aguilian?
Edwin Aghilian: I’m sorry, Professor, did you say Eddie?
SFV Room 200B: Yes.
Edwin Aghilian: Yeah, yeah.
SFV Room 200B: annual, our meetings?
danielarmin: Here.
SFV Room 200B: Jason is easy.
SFV Room 200B: So… Jason, Azizi?
SFV Room 200B: Excellent.
SFV Room 200B: Poland, Bashyan?
Armen Bashian: Good evening, Professor.
SFV Room 200B: Good evening, sir. Franz, Biambi?
SFV Room 200B: Franz Bianbi?
SFV Room 200B: Victoria Briones? Yes.
SFV Room 200B: Young Carlos… Don Hernandez? I’m here.
SFV Room 200B: Sorry, did I get it correctly, Lance?
SFV Room 200B: Fabricia.
Fabricia da Hora: he, Professor?
SFV Room 200B: Good evening. Anna Kaltzian?
SFV Room 200B: Galaxia.
Anna Galadzhyan: Here, Professor.
SFV Room 200B: Sona… Gazarian?
Sona Kazarian: Professor?
SFV Room 200B: Kevin Kolovati.
Kevin Golovaty: Here.
SFV Room 200B: Cesar Gonzalez.
Cesar Gonzalez: Here, Professor.
SFV Room 200B: Paul Gonzalez, your professor.
SFV Room 200B: On, Hospitalian? Professor.
SFV Room 200B: Karen Hernandez-Vazquez.
Karen Hernandez: Here, Professor.
SFV Room 200B: Reuben and Lanion.
Ruben Hunanyan: Here, Professor.
SFV Room 200B: reach out, Karayan.
Rita Karaian: Here, Professor.
SFV Room 200B: Liana Caribbean?
LIANNA KARIBYAN: Here.
SFV Room 200B: Greek word, Kasabian? You’re a professor. Baro Koshkarian?
SFV Room 200B: Madeline Koshkarian.
maddykoshkaryan: Dear Professor.
SFV Room 200B: Adrian Kumamoto.
Adreanne Kumamoto: Here, Professor.
SFV Room 200B: Cynthia… Logger?
Cynthia Llauger: Here, Professor.
SFV Room 200B: Jason McCarion?
Jason Makaryan: Here, online.
SFV Room 200B: Sabrina Malecon?
Sabrina Malekan: Here.
SFV Room 200B: Arthur Maslumian.
Arthur Mazloumian: Here.
SFV Room 200B: Kiana Masvanian?
Yana Mazmanyan: Here, Professor.
SFV Room 200B: Arman Mirzoyan.
Arman Mirzoyan: Here, Professor.
SFV Room 200B: Say you did…
S.Zahra Movassaghigilani: Dear Professor, present.
SFV Room 200B: Bohasari Ilat. Thank you.
SFV Room 200B: Laura… Loradian?
Laura Muradyan: Here.
SFV Room 200B: Sebastian Nazor? Here.
SFV Room 200B: Leoni Nazarian? Here.
SFV Room 200B: Elona Nazarian?
Elona Nazaryan: Here.
SFV Room 200B: Amanda or Dan?
Amanda Oden: Here.
SFV Room 200B: Marci Oyata?
Masie Oyaga: Here.
SFV Room 200B: Alexander… Popereski.
Alex Poberezhskiy: I’m here.
Alex Poberezhskiy: Sorry.
SFV Room 200B: Jasmine Porzingo.
Jasmine Pourzanjani: Hi, I’m here.
SFV Room 200B: Savoda Safarian?
Sevada Safarian: Here, Professor.
SFV Room 200B: Isabel Solazar?
Isabel Salazar: Here.
SFV Room 200B: Karina… Salazar Maria?
Karia Salazar: Here.
SFV Room 200B: Susie…
Suzy Shkhrdumyan: I’m here, Professor.
SFV Room 200B: Check again.
SFV Room 200B: Cameron Smith?
Cameron Smith: Here.
SFV Room 200B: Yesenia Surya?
Yessenia Soria: Care Professor on Zoom.
SFV Room 200B: Anabela Sulahian.
Anabella Sulahian: Here, Professor.
SFV Room 200B: Larissa Terrazos?
Clarissa Terrazas: Yeah.
SFV Room 200B: Daniel… Duch Lenjian?
Daniel Toukhlandjian: You’re here, Professor.
SFV Room 200B: Arthur Oskerchian? Yeah.
SFV Room 200B: Madonna Youssef? Madonna! Madonna Youssef!
Madona Yousef: Here.
SFV Room 200B: Where’s my data?
SFV Room 200B: Yes, I know. Anybody’s name I didn’t call, please. Megan.
SFV Room 200B: Are you okay?
SFV Room 200B: Napkin?
SFV Room 200B: Spell your first and last name for me. E-G-I-N-E.
SFV Room 200B: Our last name is VAB Jupiter.
SFV Room 200B: Anyone else’s name I get a call.
Rami Helo: Professor in my name, Rami Hilo.
SFV Room 200B: Say it again?
Rami Helo: Rami Hilo, first name R-A-M-I, last name Hilo, H-E-L-O.
SFV Room 200B: Anyone else?
Juan Esparza: I didn’t get called either.
Fatemeh Razavi: Professor, my name, Fatima Razabi.
SFV Room 200B: I got you, Ms. Mazzavi. Anyone else?
Fatemeh Razavi: Thank you.
Yanique Reid: Yanni Creed, Professor.
SFV Room 200B: Ma’am, one more time. Spell your first and last name.
Yanique Reid: First name is Y-A-N-I-Q-U-E, last name is R-E-I-D.
Yanique Reid: Okay, good morning.
SFV Room 200B: else.
Daniel Sheck: Hi, Professor.
SFV Room 200B: Sure.
Juan Esparza: J-U-A-N-E-S-P… ARZA?
SFV Room 200B: JU what?
Juan Esparza: J-U-A-N.
Juan Esparza: Esparza, E-S-P-A-R-Z-A.
SFV Room 200B: Anyone else?
Daniel Sheck: Hi, Professor Daniel.
SFV Room 200B: Daniel, you go ahead.
Daniel Sheck: Daniel, D-A-N-I-E-L, Shaq, S-H-E-C-K.
SFV Room 200B: Anyone else?
Josue Flores: You didn’t call it my name palace.
SFV Room 200B: Who said you didn’t call you on my name? Give me your first and last name spelled.
Josue Flores: First name, Joseph, J-O-S-U-E.
Josue Flores: Last name, Flores, F-L-O-R-E-S.
SFV Room 200B: Got it, sir. Anyone else?
frantzbiamby: Franz Biombe?
SFV Room 200B: I, I did, I did mention your name, you didn’t respond, I marked you absent.
SFV Room 200B: I’m gonna mark you. What time did you log in?
frantzbiamby: 9.34 is because my computer has issues.
SFV Room 200B: So you were late. Okay, thanks.
frantzbiamby: Thank you.
SFV Room 200B: Thank you.
SFV Room 200B: Anyone else?
SFV Room 200B: Do I have Surin Abrahamid?
SFV Room 200B: Oh, no, he’s not here. He’s out of the country.
SFV Room 200B: You did mention that.
SFV Room 200B: Alright, has anybody else… Not per their name.
SFV Room 200B: Okay. For those of you who are not on the roster, I strongly recommend that you… I’m sure you already have.
SFV Room 200B: But please email the administration and demand to be included if you have Come from another class.
SFV Room 200B: Let me just say a couple of things. As you noticed, I got here 2 minutes before at 6.30.
SFV Room 200B: Based on my own standards, I’m late.
SFV Room 200B: Even though… My lecture notes were already ready to go.
SFV Room 200B: Not to look for it.
SFV Room 200B: If you come from another section, you need to know. If you’re here at 6.30, you have to be ready to go.
SFV Room 200B: Not opening your laptop, not log in, not fix your camera, you gotta be ready to go. If you think we don’t see it, we do, I just…
SFV Room 200B: I respect you enough not to… Can you look back.
SFV Room 200B: Okay, for the two of you that did that today. That cannot happen.
SFV Room 200B: Number one. Number two.
SFV Room 200B: If you have not reviewed all of the videos from the past lectures, you have no right to call me and ask me questions.
SFV Room 200B: I want to make that, again, clear.
SFV Room 200B: If you have not watched all the prior lectures, you cannot ask the most basic questions by taking my time.
SFV Room 200B: And it’s not about my time that upsets me, it’s about your responsibility. You are responsible to go over all of the lectures, read all of the cases, understand at least the most basic stuff before you ask questions, and tell me to re-lecture to you
SFV Room 200B: Again, That’s not fair to your classmates. They don’t do that.
SFV Room 200B: So if you’re one of those, you better change that immediately.
SFV Room 200B: I’m not the type to… I’m not gonna go to the judge and say, repeat what you said last week, Your Honor, I didn’t listen.
SFV Room 200B: Tell me again. -Oh.
SFV Room 200B: That’s not gonna happen.
SFV Room 200B: Alright? So, at the very least, please review all of the videos from the past, Before you ask questions.
SFV Room 200B: Otherwise, we’re gonna have issues.
SFV Room 200B: Okay?
SFV Room 200B: Alright.
SFV Room 200B: I think we were on acceptance.
SFV Room 200B: And I briefly provided a little bit of lecture, and I was going to start on page 83, but before I do that, I want to… I want to go back to the part of the lecture that I provided.
SFV Room 200B: And maybe expand on that. So, we are on acceptance right now, right? So we talked about the fact that each contract comprises of
SFV Room 200B: three elements. Offer, acceptance, consideration. We talked about what is an offer, what is not an offer. We will extensively talk about, again, what is or is not an offer.
SFV Room 200B: And when one of the cases comes up, I’m going to read from that case.
SFV Room 200B: verbatim, a lot, because that case literally reviews everything we’ve discussed so far, and then some. It’s an amazing case. I think it’s a Ninth Circuit case, which, if you probably already know.
SFV Room 200B: we fall into the Ninth Circuit, right? California, Arizona, Nevada, we all fall into the Ninth Circuit. Ninth Circuit is one of the United States Circuits. So, if you appeal a federal case, you end up usually, unless
SFV Room 200B: by special, reason, you end up directly in the U.S. Supreme Court, you end up in the Ninth Circuit, if you’re appealing from here.
SFV Room 200B: And that is an amazing decision, so I’m going to read from that decision.
SFV Room 200B: To sort of recap everything we talked about, okay? So now that we are on the acceptance.
SFV Room 200B: I said, and, and, and somebody asked me a…
SFV Room 200B: relatively decent question. So, I want to bring that up,
SFV Room 200B: To answer that question, and questions like it that may have been in your mind,
SFV Room 200B: The only reason why we test acceptance so much is because of 2-207.
SFV Room 200B: And because the mirror image rule, I think, should be pretty clear by now. I said acceptance is an assent
SFV Room 200B: to the terms of the offer in the proper form, right? That was the definition we gave for acceptance.
SFV Room 200B: to the terms of the offer in the proper form. We said under the UCC, Perfect tender is expected.
SFV Room 200B: Perfect tender.
SFV Room 200B: And so we’re gonna talk about that.
SFV Room 200B: But… If you want to
SFV Room 200B: Explain Assent, you have to ask yourself, The following question.
SFV Room 200B: Did the offeree intend to be bound by the terms of the offer?
SFV Room 200B: Did the offer intend to be bound by the terms of the offer? That’s the very, very first question that should hopefully come onto your paper when you’re trying to conclude whether there is proper acceptance.
SFV Room 200B: Or did the offeree attempt to change the terms of the offer In any way.
SFV Room 200B: If the offeree attempted to change the terms of the offering anyway.
SFV Room 200B: Now, listen to this, because this question came up, and it shouldn’t, really, because we should be clear about this formula. Under the common law, what does it trigger if you attempt to change the terms of the offer in any way?
SFV Room 200B: counteroff.
SFV Room 200B: Okay, camera law rejection. What does it trigger? It’s first rejection, and then after that, it’s a new offer. Okay, yeah. What rule does it trigger? Mirror image rule. Mirror image rule. Very good. So, under the common law only.
SFV Room 200B: If you attempt to change the terms of the offer in any way, or add to it.
SFV Room 200B: You’re rejecting the offer, and you’re making a counteroff offer, maybe.
SFV Room 200B: Possibly.
SFV Room 200B: But you’re triggering the mirror image rule. The mirror image rule under the common law basically says that your acceptance must have been the mirror image of the offer. Nothing added. Nothing. Nothing deducted. Nothing changed. Nothing.
SFV Room 200B: Literally a carbon copy of the offer. In other words, I accept.
SFV Room 200B: Anything other than that is… triggers the mirror image rule. Basically, it’s a violation under the common law. Under the UCC, however, we said the UCC has changed those rules. They have evolved
SFV Room 200B: The UCC has basically now says, pretty much everything. Everything can be a contract.
SFV Room 200B: Right? Even bipartis conduct, you can have an implied, in fact, contract, which is what I talked about, and I said, that is a real contract, as opposed to implied in law, which is not a contract at all. It’s just a remedy.
SFV Room 200B: Right? But it turns out, in fact, means that if you sit on the barber chair, and the barber cuts your hair.
SFV Room 200B: You never said anything, and he or she never said anything. You have agreed, To pay for that service.
SFV Room 200B: Takes sense.
SFV Room 200B: That was the case even at common law. Okay, so now…
SFV Room 200B: If you change the offer in any way, shape, or form, add to it, deduct from it, or change it in any way, under the common law, you trigger the mirror image rule.
SFV Room 200B: A-plus for you.
SFV Room 200B: And under the UCC, you trigger.
Karen Hernandez: the forms.
SFV Room 200B: 2-207, that on the forms, very, very good. 2-207, right? So, that’s the first thing we need to understand. So, again, I said under the mirror image rule, a purported acceptance cannot function as an acceptance if the offeree has changed any of the terms from the original offer, right?
SFV Room 200B: If they do, that now operates as a counteroffer. You have… and I told you that if you make a counteroffer.
SFV Room 200B: The offeree becomes the offeror, and the original offer is… dead.
SFV Room 200B: Debt. Debt means… It’s not going to be revived. It’s dead until it’s revived by something.
SFV Room 200B: Right? You put the offer back on the table.
SFV Room 200B: If I go to a car dealership.
SFV Room 200B: And… well, let’s see, let’s say if I want to get a service. The painter makes an offer of $5,000 to paint my home, and I say, no way, I will never pay more than $4,000. What happened to his offer?
SFV Room 200B: It’s dead.
SFV Room 200B: Right?
SFV Room 200B: Assuming that I just counted, right? If you conclude that I just counted, it wasn’t a mere inquiry. As opposed to saying, hey man, would you consider $4,000? That may not mean that I’ve killed the offer. It’s just a mere inquiry to find out if I can
SFV Room 200B: Get it for a lesser amount. Does that make sense? Make a deal. So, if it’s a mere inquiry, it doesn’t necessarily kill the offer, but if you do kill the offer.
SFV Room 200B: until the painter revives the offer, it’s dead for all purposes, right? He may say, no, I won’t do it for $4,000, I’ll go back to my original offer, man. If you want it, it’s $5,000.
SFV Room 200B: Now the offer is revived again, I can take it
SFV Room 200B: Or do whatever I want with it. Make sense? It’s all common sense, right? That’s exactly how the law is, currently.
SFV Room 200B: Okay? Now…
SFV Room 200B: a counteroffer. We said a counteroffer is both a rejection of the original offer and publication of a new, entirely new offer.
SFV Room 200B: And I did say that the role of the offeree and the offeror change
SFV Room 200B: Right? If there is a counteroffer, right? Now the offeree becomes the offeror, and the… and the original offeror becomes now the offeree in this new offer.
SFV Room 200B: I did mention 2-07, I’m not going to go through that again, but I did mention… I think I was very clear, but we spent a lot of time on it.
SFV Room 200B: I see. Subsection 1 says a definite seasonal acceptance or a written confirmation, which is sent within a reasonable time, operates as an acceptance even though it states additional or different terms.
SFV Room 200B: And we said, if both parties are merchants.
SFV Room 200B: Those additional different terms may become part of the contract unless the offer expressly limits acceptance to the terms of the offer.
SFV Room 200B: They materially alter the contract, or the terms of the offer, right, which is, for example, a recent arbitration clause, which you will see, or a notification of objection to them has already been given, or is given within a reasonable time.
SFV Room 200B: But if those additional or different terms are between
SFV Room 200B: A party and a merchant, or a party and a party, but one party is a merchant, or both parties are not merchants, then it’s just a mere
SFV Room 200B: Proposal. It’s a mere proposal to be accepted or rejected, etc, etc.
SFV Room 200B: Okay, make sense?
SFV Room 200B: Okay.
SFV Room 200B: And then, of course, if you read subsection 3, it basically talks about the conducts of the parties, may even, you know, trigger, having a contract. In proper form.
SFV Room 200B: We said acceptance is assent to the terms of the offer in proper form, and I think that’s where we stopped last time with the lecture. So what the hell does that mean, in proper form?
SFV Room 200B: So we have to ask our question, was this an offer to a bilateral contract or a unilateral contract?
SFV Room 200B: That’s the question you gotta ask.
SFV Room 200B: Was this offered to a bilateral or a unilateral contract? Does anybody know what bilateral contract means, sir? Isn’t it a promise for a promise? A promise for a promise. Excellent. Exactly. And what about a unilateral contract? That’s one where it’s based on, like, the service of
SFV Room 200B: one person, or performance of one person tries. Right, your, your, your offer seeks performance, not… prompts, right?
SFV Room 200B: If I say, I give you… if you give me $2,000… not $5,000, either. If you give me $2,000, I’ll give you my laptop.
SFV Room 200B: And if you say, I promise.
SFV Room 200B: That’s not what I asked her. I said, if you give me $2,000, I’m seeking performance. Your return promise means enough
SFV Room 200B: You sue, you will likely lose.
SFV Room 200B: Why? Because, you know, again, under the UCC, pretty much anything can be, right? And we’ll get to that, because you will learn that modernly, unless you specifically ask for a specific response, the interpretation is that it’s an offer to a unaro or a bilateral.
SFV Room 200B: Okay?
SFV Room 200B: So, an offer to a bilateral contract can only be accepted by a promise.
SFV Room 200B: I want you to please put that in your notes. An offer for a bilateral contract, which is a promise for a promise, may only be accepted by a promise.
SFV Room 200B: This promise may be expressed, it may be implied.
SFV Room 200B: This promise may be expressed or implied.
SFV Room 200B: What the hell is an implied promise? Sorry, shouldn’t use both quotes.
SFV Room 200B: What’s an implied promise?
frantzbiamby: What is that even?
SFV Room 200B: Excuse me?
frantzbiamby: I was gonna answer, sorry, Professor.
SFV Room 200B: That’s okay, I’m just… I’ll provide the lecture, thank you. I appreciate it. But I’ll ask. At times, I will ask all of you. Thank you so much for attempting.
SFV Room 200B: An implied promise occurs when the offeree begins performance.
SFV Room 200B: An implied promise occurs when the offeree begins performance, With… Awareness of the offer.
SFV Room 200B: An implied promise occurs when the offeree begins performance with the awareness of the offer.
SFV Room 200B: Okay?
SFV Room 200B: Okay.
SFV Room 200B: So,
SFV Room 200B: I’m so sorry. Yes. Absolutely. What is an implied promise? An implied promise occurs when the offeree begins performance.
SFV Room 200B: With awareness of the offer.
SFV Room 200B: In other words, once the offeree has become aware of the offer, which is one of the cases we’re going to do tonight.
SFV Room 200B: Right? Begins to perform. With that knowledge.
SFV Room 200B: then that, that, that offer, basically, this, this becomes an implied promise, an implied promise to accept that offer. Yes, sir. You just said, but I was gonna ask, it’s, like, basically the broad… We’ll get there, we’ll get there, we’ll talk about it.
SFV Room 200B: Okay, because, again, there’s so much, I think, with the cases between page 83 and, I think, 10…
SFV Room 200B: One, there’s a whole lot of stuff that we need to make sure we get.
SFV Room 200B: Okay. Any questions so far before I proceed?
SFV Room 200B: Yes, sir? What did you say to an offer to a unilateral? Okay, so offer to a unilateral means that it can only be accepted by a return performance.
SFV Room 200B: And return performance.
SFV Room 200B: And again, we will talk about that extensively, because what happens if… if you say.
SFV Room 200B: Hey Michael, I’ll give you $3,000 if you walk across the Brooklyn Bridge on Saturday, at noon.
SFV Room 200B: And… and I show up, I take a flight, I book a room.
SFV Room 200B: I show up, wax my shoes, I’m ready to… I don’t think you waxed any shoes, but, you know, let’s say I clean them up, I’m ready to walk, and you say, I changed my mind.
SFV Room 200B: What happens? To me?
SFV Room 200B: Because, as you will find out, if it’s a unilateral contract, it has to be fully performed before we have a contract.
SFV Room 200B: What happens? Am I screwed here? Or not?
SFV Room 200B: Yes. First, I would say yes.
SFV Room 200B: You didn’t completely perform, but also, is it okay if we put in the definition by complete performance? No. No, because the definition basically says the offeree begins performance.
SFV Room 200B: That’s an implied promise. It’s not full performance, it’s just an implied promise. I meant an offer to a unilateral contract. Yeah, an offer to a unilateral contract requires full performance for it to become a contract
SFV Room 200B: But I don’t want you to change your definitions that I’m giving you, because you will find out that there is a remedy for somebody who begins performance.
SFV Room 200B: Once I show up with my beautiful shoes, and I, you know, put the shoes on and go.
SFV Room 200B: And you say, I changed my mind, it’s too late.
SFV Room 200B: you will find out you can’t change your mind, yes. Sorry, in regards to the definition, an offer to a unilateral contract can only be accepted by a return performance? Yes.
SFV Room 200B: Yes, and then we’ll find out about the exceptions. Obviously.
SFV Room 200B: That’s why we’re becoming lawyers. Why? There’s always a freaking exception to the rule. There’s always at least one, at least one! Right?
SFV Room 200B: It’s true!
SFV Room 200B: I was in mental health court in, virtually, actually, thank God.
SFV Room 200B: in Ventura, Ventura County, and the judge is an amazing judge. I mean, she’s wonderful. She’s really… she’s a… I’m sorry? Mental health? Yeah, there is a mental health court, absolutely. Most courts have it. Orange County, Ventura County, yeah, because if a regular judge, not any judge, I’m not saying regular, yeah, if a judge that is not…
SFV Room 200B: fully cognizant of the rules and the regulations, everything related to mental health, and doesn’t really study mental health. Like, I literally… the psychologist told me today that your client is suffering from this.
SFV Room 200B: And I said, what the hell is that? Me? Doing this for such a long time, I have to look it up. And I’m like, oh, it’s like a bipolar disorder, but not as bad. You know? But the judge already knew what that was.
SFV Room 200B: Because she’s trained herself in… so most courts now have… you used to file… in the beginning, when this mental health, diversion stuff came about, I filed the very first one in Van Nuys, and the judge granted it, my motion. Shocked me. Shocked all the lawyers that were in the room.
SFV Room 200B: we thought the judge is going to say, oh, hell no. All of us, and we decided to talk about it. We came outside, we said, wow. And guess what? That judge now manages the mental health.
SFV Room 200B: In downtown. Because, again, she thought that this is a good thing, that you actually treat people.
SFV Room 200B: Throw them in gel, back out. May or may not necessarily help if somebody truly has some screw loose.
SFV Room 200B: You know what I mean? You gotta fix the school as much as you can.
SFV Room 200B: And sometimes we can do it by medication, by treatment, or by both. So, anyway, I was trying to, make a point, and I may have forgotten exactly what I want to say, but,
SFV Room 200B: Oh, I was talking about exceptions.
SFV Room 200B: The, the… The public defender was vigorously fighting for her client, who had
SFV Room 200B: violated over and over and over. And she was like, Your Honor, this is why we have all the exceptions!
SFV Room 200B: He is an exception.
SFV Room 200B: And of course, the judge didn’t buy it. Neither did. But she tried. She fought hard to get him back into a program. And the court said, too late.
SFV Room 200B: I gave you all the chances, you know, and she kept saying, he’s an exception. This is, this is, like, case such and such, and this, and now, and it didn’t work, but I admire the fact that she tried. Hard.
SFV Room 200B: Okay, what is consideration?
SFV Room 200B: What is uncertainty?
SFV Room 200B: Configuration is a… I’m giving a definition.
SFV Room 200B: Consideration is a bargain for exchange Involving a legal benefit For a legal detriment.
SFV Room 200B: Please don’t change these definitions, because it’s only going to be to your detriment.
SFV Room 200B: It’s a bargain for exchange involving a legal benefit. Not benefit. I said legal benefit.
SFV Room 200B: Right?
SFV Room 200B: For a legal detriment.
SFV Room 200B: If you have read the, case where the uncle tells the, nephew, if you stop doing the stuff that you’re doing, I’ll give you money.
SFV Room 200B: Right? And he had every right to smoke to help, and whatever he was doing, but he stopped. And the court thought, hey, that was… that was a legal benefit.
SFV Room 200B: Right? Or a legal detriment. Even though it was actually good for him, what the uncle said. Well, we’re going to enforce that promise.
SFV Room 200B: So we’ll get there, okay? So let me briefly talk about bargain for exchange.
Cameron Smith: Professor, this is Cameron. I apologize to interrupt. Did you add something involving a legal benefit or detriment? Did I hear that correctly?
SFV Room 200B: I’m sorry, what was that again?
Cameron Smith: For consideration, you said, is a bargain for exchange involving a legal benefit or detriment, or just a legal benefit?
SFV Room 200B: a legal benefit for a legal detriment.
Cameron Smith: Thank you. Nevertheless, it’s an exchange of a legal benefit for a legal detriment.
SFV Room 200B: I’ll give up something, you give up something, right? That’s really what consideration is. And it could be just mutual promises.
SFV Room 200B: Right? I promise to give up my money, you promise to give up your car.
SFV Room 200B: We’re both giving up something. In the process, we may both gain, because I may just want the car, and you want the money.
SFV Room 200B: But still, I’m giving up something that is rightfully mine.
SFV Room 200B: You’re giving up something that is rightfully yours, and that is consideration.
SFV Room 200B: Does that make sense to everybody?
SFV Room 200B: Good. I mean, nobody wants to part with their money, but if you’re hungry, Right?
SFV Room 200B: Bargain for exchange is you go to the restaurant, you put your money on the table, and they give you food.
SFV Room 200B: You’re parting with something that is legally yours. That’s your bargain for exchange. Or it could be the mutual promises. I promise to pay you if you deliver the car.
SFV Room 200B: or I promise to…
SFV Room 200B: pay you if you promise to deliver the car. Same thing, right? Mutual promises can be considerations.
SFV Room 200B: Okay.
SFV Room 200B: Now, what do we mean by bargain for exchange? And this has always been debated ad nauseam for centuries, I would say a couple of centuries, perhaps, that we have
SFV Room 200B: recorded, back from the British law, etc, etc, but Bargain for Exchange essentially is
SFV Room 200B: That there is a quid pro quo.
SFV Room 200B: Quid pro code. Q-U-I-D. Second word is PRO, P-R-O. Third word is Q-U-O.
SFV Room 200B: We pro-call relationship.
SFV Room 200B: Or what we call this for that.
SFV Room 200B: This for them.
SFV Room 200B: Between the promise…
SFV Room 200B: for promise. In other words, bilateral. Bilateral promises are basically promise for a promise. For a promise for a performance, which was unilateral.
SFV Room 200B: Yes, sorry, can you send the bargain for… Bargain, the, the… so, bargain for exchange…
SFV Room 200B: I define it as there is a quid pro quo relationship, or this for that relationship, between the promise for a promise.
SFV Room 200B: Which is a bilateral.
SFV Room 200B: scenario, or a promise for performance, which is unilateral. Like, I just gave the example. I’ll give you $5 if you give me food, or I give you $5… I promise to give you $5 if you promise to give me food.
SFV Room 200B: One is unilateral, the other is bilateral, right? One is looking for performance, the other one is looking for an exchange prompt.
SFV Room 200B: What is a legal detriment?
SFV Room 200B: Illegal detriment is incurred when someone either A legal debt.
Adreanne Kumamoto: Hey, Mom!
SFV Room 200B: Excuse me.
SFV Room 200B: Somebody had a comment on Zoom?
SFV Room 200B: Please mute yourselves. Everybody.
SFV Room 200B: A legal detriment is incurred when someone either… performs, Or promises to perform.
SFV Room 200B: an act, That they have no pre-existing legal duty to do.
SFV Room 200B: I wouldn’t… A legal detriment is incurred when someone either, one, performs or promises to perform.
SFV Room 200B: An act that they have no pre-existing legal duty to do.
SFV Room 200B: Again, I have no pre-existing legal duty to part with my money.
SFV Room 200B: But if I want food, I’ve got to pay for that thing, right? So, I have no pre-existing duties, so is it a legal detriment when I…
SFV Room 200B: hand over my money? Absolutely it is. Because it’s illegal that I’m giving up
SFV Room 200B: or I’m promising to give up something that I have no pre-existing legal duty to do.
SFV Room 200B: Right?
SFV Room 200B: Except taxes, you know, you have to pay regardless.
SFV Room 200B: No matter what. Okay, number 2.
SFV Room 200B: Refrains or promises to refrain.
SFV Room 200B: That’s the case of the nephew who says, okay, I won’t, I won’t smoke and snort and whatever it is that you’re doing.
SFV Room 200B: Refrains or promises to refrain from performing an act.
SFV Room 200B: That they have the legal right to do.
SFV Room 200B: refrains or promises to refrain from performing an act that they have legal right to do. Now, if the nephew was 15 years old.
SFV Room 200B: would we still have the same contract that he had with his uncle? No. Why not? It’s illegal to smoke or drink at… Exactly. It was not legal what he was doing. It was only legal when you reached the age of majority. If he was snorting cocaine at age 25…
SFV Room 200B: No, no, absolutely no contract, right? Because there is no consideration. You’re not legally giving up anything that you legally have a pre-existing right to do.
SFV Room 200B: Somebody had a question. No? I was just gonna ask this, refrains or promises thing that you just said, is that… Refrains or promises to refrain from performing an act
SFV Room 200B: that they have a legal right to do. Is that, like, the number 2 in legal detriment? Yes. Oh, okay. So, legal detriment…
SFV Room 200B: There is literally in two ways that you can describe it.
SFV Room 200B: Legal detriment is incurred if someone either performs or promises to perform an act
SFV Room 200B: That they have no pre-existing duty to do, or refrains.
SFV Room 200B: Or promises to refrain from performing an act that they have a legal right to do.
SFV Room 200B: Abish?
SFV Room 200B: Oops, anyway.
SFV Room 200B: Alright, I’m not going to talk about consideration substitutes.
SFV Room 200B: I think what we’re gonna do, we’re gonna hit the book.
SFV Room 200B: unless I hear a strong objection, yes, hit the book like that.
SFV Room 200B: Hit it hard. Let’s go to, page 83, please.
SFV Room 200B: And now my eyes are there.
SFV Room 200B: Oh.
SFV Room 200B: when we get to the questions, I may ask some of you to read the questions, because
SFV Room 200B: I was told not to read a lot, but… profession, it’s impossible.
SFV Room 200B: Okay.
Suzy Shkhrdumyan: Professors.
SFV Room 200B: Yes.
Suzy Shkhrdumyan: Sorry, you said 83?
SFV Room 200B: Page 83, yes, ma’am.
Suzy Shkhrdumyan: Thank you.
SFV Room 200B: Where we left off last time, of course. It’s Frognex versus, debt better, on page 83, under Acceptance.
SFV Room 200B: Anyone wants to take on this case. Sir, it’s yours. Tell me if this is too brief, but… No, no, no, you’re good. So we’re in the Supreme Court of Texas, the litigants are Broadnox v. Ledbetter. Some of the procedural facts, the trial court ruled that because the plaintiff had no knowledge of the reward at the time of the capture, there was no acceptance, and therefore no contract.
SFV Room 200B: Basically, a sheriff offered $500 for a wanted person, plaintiff captured the person, turned in the man without knowing of the reward, and then asked for the payment, and the sheriff refused.
SFV Room 200B: And the issue I have…
SFV Room 200B: Does one need to have knowledge of a reward offer in order to collect it? The rule says knowledge of an offer is required to form a contract. One cannot accept an offer without knowing it.
SFV Room 200B: The court emphasized that contract formation requires mutual assent. Since the plaintiff was unaware of the reward when he performed, there was no meeting of the minds, and no valid acceptance, because the unilateral contracts, like rewards, offers, require knowledge of the offer, no enforceable contract arose.
SFV Room 200B: Very good, very good, very good.
SFV Room 200B: That wasn’t too brief, it was great. Okay, so on 83, 1, 2, 3, third full paragraph, middle of the paragraph, the court says.
SFV Room 200B: A mere offer, or a promise to pay, does not give rise to a contract.
SFV Room 200B: Interesting, huh?
SFV Room 200B: Mute yourself.
SFV Room 200B: A mere offer or a promise to pay does not give rise to a contract. That requires the assent or meaning of the two minds, and therefore.
SFV Room 200B: It’s not complete, and the offer is accepted.
SFV Room 200B: Such an offer as that alleged may be accepted by anyone who performs a service called when the acceptor knows that it has been made and acts in performance of it, but not otherwise. In other words, you have to have prior knowledge
SFV Room 200B: of the offer prior to your beginning of… to accept, right? So if I show up to paint your home, and then I find out, oh, you had an offer out for $5,000 if somebody would paint your home, I can’t collect that money.
SFV Room 200B: I have to have knowledge of that offer prior to starting the walk, right? Or walking over the Brooklyn Bridge. If I start the walk and I find out that, oh, there is an offer out there for somebody to pay me 5,000 bucks to walk across the Brooklyn Bridge, I can’t collect, even though I’m about to start.
SFV Room 200B: I have to have knowledge before I start, right?
SFV Room 200B: Professor? Yes. In those situations, like.
SFV Room 200B: how do they, I guess, like, know that you didn’t have… can’t you just lie?
SFV Room 200B: Yeah, you can lie. Well, the point is, you know, in this case, I don’t know if the guy lied or not, but, you can always do many things, right? But…
SFV Room 200B: we only deal with the facts that are in our… before us, right? And if the facts suggest that the offeree did not know of the offer before he performed.
SFV Room 200B: COVID, right? So you find somebody’s dog, and you look at the tag, and you go, oh, this is so-and-so’s dog. Okay, sir, I found your dog, and then as soon as you go to the door, you see the sign on the door that says, $200 reward, and you say, give me my money, he’s gonna say, well, I mean, Scooby’s gonna pay.
SFV Room 200B: From the goodness of his heart, yeah, but you get my point. Yeah, people can lie, sure, but we’re only dealing with the facts that are before us. Yes? In the dog sample you just did, the person who found the dog has to have
SFV Room 200B: Knowledge before they pick up the dog and perform. Yeah. Yeah. Not after.
SFV Room 200B: Okay.
SFV Room 200B: I mean, I would drop the dog, and then hit him up again, and say.
SFV Room 200B: I just found out, restarted it, yeah.
SFV Room 200B: Otherwise, to help with the dog.
SFV Room 200B: Okay, thank you, very good.
SFV Room 200B: The FCC Marble Ceramic Center on 84, anyone?
SFV Room 200B: Certainly.
maddykoshkaryan: I’ll do it, Professor.
SFV Room 200B: We have a volunteer in the class, so maybe next one.
SFV Room 200B: Go ahead. Well, MCC Marble Center is an American company versus Ceramica Novo di Augustino, which was an Italian.
SFV Room 200B: company who manufactured ceramic towels. MCC was a company in Florida who sold the towels. It was run by an American man who actually didn’t speak Italian.
SFV Room 200B: So, with the help of a translator, he orally agreed to basic terms with a ceramica company based in Italy for orders of ceramic towels to be shipped to their U.S. warehouse.
SFV Room 200B: When the tiles did not arrive, MCC sued, but eventually lost because the court ruled in favor of Ceramica initially, stating that the provisions on the back of the contract were valid, and MCC, the American company, appealed, saying they never intended to be bound by those terms on the back, as well as it being written in Italian, so he had no knowledge of what was written on the back, and he couldn’t understand it.
SFV Room 200B: But since he was…
SFV Room 200B: not aware of those certain terms on the back. After appealing, they ruled in MCC’s favor, the American company, and argued that it did not, apply to this contract.
SFV Room 200B: Okay, very good. So, two things with this case, even though you see it’s, what, two paragraphs? Two things. One, it highlights the duty of every party in a contract to read
SFV Room 200B: There’s actually a duty to read.
SFV Room 200B: Right?
SFV Room 200B: So you can’t say, oh, yeah, I saw all this writing, I signed it, but…
SFV Room 200B: I don’t speak the language, so I guess forget it, right? Unless there are specific rules in place, like in California.
SFV Room 200B: if you are selling a car as a dealer, you’re supposed to provide the contract in several languages. I think one of them is Spanish, so if the individual is Spanish-speaking only, you don’t provide the contract in Spanish, I think there is consequences. I don’t know if the contract is void. It may be. I don’t know.
SFV Room 200B: I haven’t litigated one of those, but I know that you’re required to produce the contract in that language. I guess they have screwed enough people that the legislature decided, we’re not going to let this happen anymore, you know? Not that anybody reads this stuff, right? Do you? Like, I… on December 31st.
SFV Room 200B: Two years ago, I went to Perset’s
SFV Room 200B: dealership at 3pm. By 5 PM, I was signing to buy a car.
SFV Room 200B: And it was… and it was on iPad, right? He gave me an iPad, he says, initial and sign, like you usually do, right? Well, first of all, I didn’t have my glasses with me, so regardless.
SFV Room 200B: I wasn’t gonna sit there and read that stuff. I’m like, I’ll just sue them later. You know, I just… I swear to God, I’m not kidding. I initial, initial, initial, initial, sign, and then I’m like, can you print a copy? He said, I’ll email it to you, which he never did.
SFV Room 200B: I swear to God. So, 3-4 days later, I’m like, wait a second, this car was a CPL, and what the hell is the…
SFV Room 200B: paperwork about CPO, yeah, I gotta ask. So I sent a kind email.
SFV Room 200B: notice funds. Oh. And now I’m pissed off, right? So, two days later, I sent a notice of intent to sue. And as soon as I did that, you know, the general manager somehow woke up, called me, says, oh, you didn’t get the document, sir, we’re going to print it and bring it to your office. Right now, where are you?
SFV Room 200B: I said, no need, no need, just email them to me. But one day, there’s a lot of com… I said, they said.
SFV Room 200B: just email them to me. And of course, everything was intact. My point is.
SFV Room 200B: I don’t think I didn’t read it, but the way that it’s designed, and I tell you, I didn’t like it.
SFV Room 200B: the way it’s designed is in such a way that as soon as you initial, it jumps to the next initial. It won’t let you read. There is no scrolling, there is no making it bigger, smaller, nothing. It just jumps to the… so in other words, you can… excuse my… you can’t get screwed that way, right? I didn’t care, because I’m a lawyer.
SFV Room 200B: Right? I don’t care. I’ll find a way to sue you, but… but for the general public that don’t have the power or the money.
SFV Room 200B: That’s just a little, I thought,
SFV Room 200B: Not good, not good practice. But, that’s why in my office, we don’t… I don’t do that.
SFV Room 200B: I give you paper. Read the paper.
SFV Room 200B: initial, you know, do whatever you have to do, but the whole paper’s right in front of you, right? And I also initial every single page with my client, and I educate my clients. I say, don’t ever leave the lawyer’s office unless you get a copy of everything that you initialed or signed.
SFV Room 200B: Don’t ever leave, because I’ve learned over the years that lawyers do change page 2, page 3, later on, and you don’t want to ever that ever happen to you. So I always tell them, you know, why did you get up to leave without asking me for a copy?
SFV Room 200B: And they’re like, oh, thank you for that. I’m like, I’m telling you something for your own good. Don’t ever do that. Anywhere.
SFV Room 200B: Of course, I did that at the dealership. I said, give me the keys, bye-bye.
SFV Room 200B: Right? New Year’s Eve. Yeah, it was New Year’s Eve, and my wife was gonna kill me. That was much, way more important, right? Hearing from her was like, I’d rather get screwed by the dealer. It’s okay. Okay, so…
SFV Room 200B: On page 85, middle of that paragraph, the court says we find it nothing short of astounding that an individual purportedly experienced in commercial matters, you know, this guy was a commercial,
SFV Room 200B: International business person, would sign a contract in a foreign language and expect not to be bound by simply because he could not comprehend the terms.
SFV Room 200B: Right? Which is… which… the reason I brought all this up is to go back to say something else. Remember I said there’s always an exception.
SFV Room 200B: What did we say about
SFV Room 200B: Whether… if you want to find out if the offeree accepted the offer, what’s the question you ask yourself?
SFV Room 200B: Oh, I think I lost it.
S.Zahra Movassaghigilani: was performance.
SFV Room 200B: You know what? You’re gonna be my A-plus student, I know it already.
SFV Room 200B: Received and understood. Remember I said that? 10 times.
SFV Room 200B: Received and understood.
SFV Room 200B: So what is there to say to lie?
SFV Room 200B: You said, I received it! I never understood it.
SFV Room 200B: So, I guess I never accepted the offer.
SFV Room 200B: Right? Here, the guy says, yeah, I got it, but I never understood it.
SFV Room 200B: So, if that’s the definition, Professor Kate, that you provided to us, how come this guy that didn’t understand it.
SFV Room 200B: He’s get away… you can’t get away with it. You just said, you have to receive it and understand.
SFV Room 200B: It’s an objective standard of contract that we’re talking.
SFV Room 200B: Not subjective.
SFV Room 200B: Right?
SFV Room 200B: I can’t say, oh, it was going initial to initial… I mean, I can, but it most likely will fail, right? First of all, as a lawyer, you have a heightened,
SFV Room 200B: responsibility to… to know the law, right? So I can’t ignore that. But even if I was a layperson, the court would say, but you knew your initialing documents to purchase a car.
SFV Room 200B: You could have refused and say, print it, I’ll sign it, otherwise I won’t sign it.
SFV Room 200B: Right? If that was a problem. So, in other words, it’s objective standard, not the, I didn’t understand, I was asleep, I left my glasses, whatever the hell your excuse may be. It’s always an objective standard. Here, the court objectively looks at it and says what?
SFV Room 200B: a sophisticated international, you know, business person says, oh, yeah, I signed a contract, but because it was a different language, I guess I’m not bound by it. No, it’s not true. That’s not the case. They do that all the time, by the way.
SFV Room 200B: Right?
SFV Room 200B: So, that goes in exchange with the same theory that I told you about, you know, receiving and understanding, but that’s always an objective standard. Yes, ma’am? Just to clarify for my notes, for the received and understood, would that be based on case by case? Absolutely, it’s always case-by-case. That’s why they gave us all the money.
SFV Room 200B: Seriously.
SFV Room 200B: I mean, seriously, that’s… that’s why lawyers… I… I don’t think, at least.
SFV Room 200B: AI is going to take our place anytime soon. I don’t think. Can it help? Sure. But I don’t think AI is going to give this perfect answer to every scenario. It’s literally a case-by-case basis, yeah. We need to… we need to find out who… was this person a sophisticated person? Was this person an educated person?
SFV Room 200B: were you trying to screw this person by, like I just told you, like, I bet you there are a whole host of people, Spanish-only speaking people, probably got screwed by dealers, maybe smaller dealers, I’m not accusing anybody, that the legislator decided, we’ve got to put a stop to this.
SFV Room 200B: We’re going to make this, first of all, it’s a form contract, if you notice, it’s literally a form. California requires that they use that form for all languages, Spanish, English, whatever. That’s number one, so that everything is clear. Number two, just like real estate. Number two.
SFV Room 200B: It’s in your language, so you have the option to, if you want to read it, read it. You don’t say, oh, I gotta go get a translator to read this stuff for me.
SFV Room 200B: Right? So, case-by-case basis, a judge would look at all this and find out you know.
SFV Room 200B: happens in court, too, all the time. I mean, people come 20 years later, file a motion in court, and want to undo the conviction, the plea that they entered into 20 years ago by saying, I couldn’t understand what was happening in court.
SFV Room 200B: Happens all the time. I just did one, successfully, in Orange County.
SFV Room 200B: But my client did not have
SFV Room 200B: an interpreter, and I was able to, I think I talked about this already, I was able to show that he failed ESL class right about the same time. English as a second language.
SFV Room 200B: like, failed it. I had the record. I showed it. I brought, statements from declarations from neighbors and friends that, at the time, they used to pretty much do everything for him because he didn’t… he didn’t understand a lick of English. And his lawyer.
SFV Room 200B: Who didn’t speak his language, Didn’t bother bringing an interpreter when he pled to a felony.
SFV Room 200B: A strikeable felony.
SFV Room 200B: I just saw that, I was like, whoa. I mean…
SFV Room 200B: Even a prosecutor should not let that stand.
SFV Room 200B: Right? Forget about the fenced way.
SFV Room 200B: So what happened? So, well, the judge immediately signed off, and the original prosecutor was a young individual.
SFV Room 200B: very young, he wouldn’t give me the records, he wouldn’t even give me the police reports, and he said, I’m just gonna argue the hell out of this, da-da-da-da, you know, he’s a career criminal, something like that, because he had another conviction.
SFV Room 200B: And I said, sir, with all due respect, I was gonna say, listen, child, but I didn’t. I said, with all due respect, first of all, you gotta give me the evidence that you are holding in your hand
SFV Room 200B: And then finally, when I said, you know, let’s talk to your superiors, he said, let’s go make a copy. I said, oh, okay, good boy. I didn’t say that.
SFV Room 200B: But… so we made copies, but he was gonna argue the hell out of it, and I asked for a continuance, because I… I thought if… if this is so clear, if he’s gonna argue it, I need to…
SFV Room 200B: prepare more.
SFV Room 200B: of a case, right? We need more evidence.
SFV Room 200B: And so I… and the judge immediately continued it, and again, Orange County, this is kind of rare.
SFV Room 200B: And when we showed up, again, to argue it, and I produced all that evidence, right, the ESL class and so on and so forth, neighbors, oh, and the neighbor was on Zoom to testify, and then the seasoned prosecutor said, I have no objection.
SFV Room 200B: And the judge signed off on it right away.
SFV Room 200B: Otherwise, he would be on a plane to…
SFV Room 200B: God knows, but I don’t want to mention the country, but… Okay,
SFV Room 200B: Carlil versus, Carbolic Smokeball. This is a very, very famous case, believe it or not, even though it’s from 1893. Jesus.
Cesar Gonzalez: Awesome, Professor.
SFV Room 200B: Anyone on Zoom wants to take on this case.
Cesar Gonzalez: Here, Professor? Okay.
SFV Room 200B: Your name, please.
Cesar Gonzalez: Cesar Gonzalez?
SFV Room 200B: Mr. Gonzalez, it’s all yours, sir. Please.
Cesar Gonzalez: The Carbolic Smokeball Company made these medical devices called Carbolic Smokeballs, advertised as, like, these preventatives for influenza.
Cesar Gonzalez: At the time, it was, like, a big public scare.
Cesar Gonzalez: And in the newspaper advertisement that they had, they had posted in the ad that anyone who used a smokeball 3 times daily for 2 weeks, as directed, but still contracted influenza would be given 100 pounds.
Cesar Gonzalez: And to show seriousness, the company stated in the advertisement that it had deposited 1,000 pounds in a bank.
Cesar Gonzalez: As proof of its intention.
Cesar Gonzalez: Mrs. Carlisle, relying on this promise, purchased a smokeball, used it as directed, she later did contract influenza, and she sued for the $100 reward, and the company refused, arguing that there was no binding contract, they were arguing for puffery.
Cesar Gonzalez: The court had to look at if the advertisement that they had was binding.
Cesar Gonzalez: Or for the offer, or… and if there was a, just an invitation for, like, a treat.
Cesar Gonzalez: And the court ended up finding for Mrs. Carlyle, saying that the advertisement constituted a unilateral offer.
Cesar Gonzalez: To the world, not just to her.
Cesar Gonzalez: And accepted by performing the conditions using the Smartball as it was directed in advertisement.
SFV Room 200B: Excellent. So, the court basically says, despite the fact this is an advertisement, and we did say, if you recall, advertisements generally are not offers. It’s an invitation for an offer. But here, the court says, not so fast.
SFV Room 200B: Because, again.
SFV Room 200B: We look at every case on their own merits, right? We look at the facts of each case, and here the court says.
SFV Room 200B: Can an offer be made to a general public, number one? Yes, absolutely can.
SFV Room 200B: And two, rewards for a unilateral contract, right, are absolutely acceptable and enforceable. The court looks at several factors. On page 86, the court says we must consider
SFV Room 200B: a promise at all, at all, or whether it was at Poffery, and the court said, as you correctly pointed out, the fact that they said, we’re gonna put a thousand, whatever, euro, or count.
SFV Room 200B: In… I guess Europe didn’t exist back, in 1890, whatever, is deposited with the Alliance Bank, shows the sincerity of the matter.
SFV Room 200B: The deposit is called in aid by the advisor as proof of his sincerity in the matter. Then the court goes on in the next paragraph, on the second full paragraph on 86,
SFV Room 200B: The court says then it is contended that it is not binding.
SFV Room 200B: And then the court says, in point of law, this advertisement is an offer to pay £100 to anybody who will perform these conditions.
SFV Room 200B: And the performance of the conditions is an acceptance of the offer.
SFV Room 200B: The reason I read this stuff is that if I don’t see this.
SFV Room 200B: Somehow, in some form, reflected in your final Right?
SFV Room 200B: That’s a form of acceptance. The court says, yeah, accepting the terms of that offer, performing those conditions is the acceptance, right? The mere performance. Notice is not required, by the way.
SFV Room 200B: The court goes on to say,
SFV Room 200B: Notification, remember? The court says, item number 3, this is on the last paragraph on page 86. Then there was said that there was no notification of the acceptance of the contract. The court goes on to say the person who makes the offer may dispense with notice to himself.
SFV Room 200B: This is all the way at the bottom of page 86, and it’s extremely important.
SFV Room 200B: Had the advertisement said, you have to provide us notice within 1 day, or 2 days, or 3 days, and she didn’t.
SFV Room 200B: master of the offer had already dictated what the offer is, right? It would not be a proper acceptance. But in this case, they didn’t.
SFV Room 200B: They literally said what you’re supposed to do, which is exactly what she did. But the court says at the bottom of 86, the person who makes the offer may dispense with the notice to himself if he thinks
SFV Room 200B: it desirable to do so. And I suppose there can be no doubt that were a person in an offer made by him to another
SFV Room 200B: To another person, expressively impliedly,
SFV Room 200B: Intimates a particular mode of acceptance as sufficient to make the bargain binding is only necessary for the other person to whom such offer is made to follow the indicated method of acceptance.
SFV Room 200B: Okay?
SFV Room 200B: And the court then goes on to say,
SFV Room 200B: Why notice was not required? You can read that in the first, Full paragraph on page 87.
SFV Room 200B: Okay? And for example, in the middle of that paragraph, let me just read that to you, and then move on, just in case you didn’t, or you forgot. The court says if I advertise to the world that my dog is lost… by the way, you see how the courts wrote
SFV Room 200B: At that time, it’s all I, I think, but… but that… you don’t see that trend anymore. Now the court speaks in the third person, right? The court finds you guilty.
SFV Room 200B: If I advertise to the world that my dog is lost, and then anybody who brings the dog to a particular place will be paid some money, are all the police or other persons whose business it is to find lost dogs to be expected to sit down and write a note saying that they have accepted my proposal?
SFV Room 200B: What a beautiful state, right? As simple as it is, it literally points out to the fact that that’s just
SFV Room 200B: Makes zero sense to give prior notice of a unilateral act. You just do it.
SFV Room 200B: Right? By the way, do you know if the police can accept the reward money?
SFV Room 200B: Does anybody know the answer to that? No, I don’t think you’re allowed to. No, you can’t. You can’t. Because you’re in the business of saving. Yeah. That’s your pre-existing legal duty.
SFV Room 200B: It’s a pre-existing legal deal.
SFV Room 200B: Those people that, what is it, the guy that killed Kurt?
SFV Room 200B: Tyler Robinson? Yes, Charlie Kirk. Charlie Kirk. His family and friends that, gave him up, there wasn’t award money, reward money from the FBI. I wonder who’s gonna get it? We’re all gonna get $50,000 each? No. Or is it gonna be split among all of them?
SFV Room 200B: We’ll see.
SFV Room 200B: You don’t… I don’t know what the answer may be. You know, I don’t know who… if they acted as a… as a whole, or individually, separately, because if they… if they led to this capture.
SFV Room 200B: they’ll probably get the money, right? But I thought I would make that a final question that I thought, no, that’s just too…
SFV Room 200B: That’s too close to home. People may not like that, yes. So basically, what the court said in this case is
SFV Room 200B: contradicting what the other one, said. Which other one? The two cases that we read before. Well, pretty much, yeah, well, but based on these facts. That’s why this case is here, is to tell us that in one case.
SFV Room 200B: that communication may not necessarily be an offer. In the other case, it actually may be an offer, an accepted property, right? That’s why these cases are here, to show the contradiction, and teach us something in the process.
S.Zahra Movassaghigilani: Professor, I have a question.
SFV Room 200B: Yes.
S.Zahra Movassaghigilani: For example, here, like, in the case, like, it’s… it brings the analogy of a dog. So, if we’re writing an essay, is it okay if we use, like, analogies or examples to, like, explain, like, what we’re trying to explain?
SFV Room 200B: Absolutely it is. Absolutely it is, of course.
S.Zahra Movassaghigilani: So we can use…
SFV Room 200B: And the way you frame it, that’s a very good question. Let me answer that question, if I can, by taking a couple of minutes.
SFV Room 200B: What do you think we do in court?
SFV Room 200B: use cases, too. Not only the use cases, we use common sense. We talk about stuff that happens every day. I literally might say, but Your Honor, you’re saying notice, like, what just happened. I sued a dentist for dental malpractice. I think I mentioned this in court, in here.
SFV Room 200B: And, they had followed the murder to get rid of most of my causes of action. One of them was civil embezzlement and theft from the patient.
SFV Room 200B: And they argued.
SFV Room 200B: the defense was arguing that all of the acts that I’m describing falls under a specific law because the defendant is a medical provider. And because the defendant medical provider, basically everything is… falls under the umbrella of medical malpractice. And so all my causes of action should be dismissed.
SFV Room 200B: And I should have no right to amend my complaint.
SFV Room 200B: And I said… and just to answer your question, ma’am, And for all of you.
SFV Room 200B: I’m… this is why the State Bar puts so much pressure on us as for timing, right? They give you an hour to do… because I literally had to… the judge is like, what do you say about that?
SFV Room 200B: But I literally said something like, but Your Honor, let me just give you an example here.
SFV Room 200B: You go to your dentist, to the judge, pointing to the judge. I said, you go to your dentist.
SFV Room 200B: You sit in the dentist’s chair.
SFV Room 200B: Then you’re sedated. The doctor is about to come and, give you a root canal.
SFV Room 200B: But then the nurse or the doctor.
SFV Room 200B: sticks his hand or her hand into your pocket, removes your wallet, takes your money, puts the wallet back into your pocket. Is that medical malpractice, Your Honor?
SFV Room 200B: Just like that.
SFV Room 200B: And the judge says, well, what do you say about that? To the other lawyer. She was on Zoom. I’m not kidding. Immediately. The judge says, what do you say about that? And she tried to explain, the judge says, no need to explain. I was being facetious.
SFV Room 200B: That’s theft.
SFV Room 200B: And I said, precisely.
SFV Room 200B: And so, the final ruling was…
SFV Room 200B: I hope we see the final release.
SFV Room 200B: It just came out. Sometimes it does. But you get the point? In other words, what you just said, in your final, can’t you do that? Of course you can! That’s exactly how we argue!
SFV Room 200B: Absolutely you can!
SFV Room 200B: If you choose, you need to convey the message to us that you understand.
SFV Room 200B: what you’re writing about. So if you give an example, sure. Typically what we do, though, is we stick to the facts.
SFV Room 200B: to the facts that the professor gave you, or the reader, or the grader gave you, or the State Bar provided to you. You stick to those facts, and you can never go wrong. But if you want to give an example, by all means, absolutely, I would love to see it. I just told you what I did.
SFV Room 200B: It just came to my mind. I’m like, wait a second, she’s saying pretty much everything they do is medical malpractice once you go into that medical office. That’s bullshit.
SFV Room 200B: What if the doctor comes in and punches you in the face? Says, I don’t like you. You look like the one that, you know, cheated with my wife. Right? Is that medical malpractice? It’s not. Exactly. It is not. In fact.
SFV Room 200B: If you don’t consent to a treatment and the doctor treats you, that is battery.
SFV Room 200B: By the way, that’s literally battery under the law.
SFV Room 200B: So if you say, remove tooth number 3, and he accidentally removes tooth number 4, he just committed battery on you, because you didn’t consent to that treatment.
SFV Room 200B: Just in case you wanted to know, yes? Professor Zan gave us an example where someone consented to a COVID shot, gave him a flu shot, even though he only consented to the COVID shot. And what is that? That’s, battery.
SFV Room 200B: That’s it. It’s simple as that, right? It’s like going into the boxing ring, you consent to getting punched.
SFV Room 200B: But the other boxer brings a gun, and says, whoo!
SFV Room 200B: I… you consent… you could have died anyway. No, I didn’t consent to a use of a weapon, right? I consented to… not even a kick! Hand to hand.
SFV Room 200B: Yeah.
SFV Room 200B: Okay, 5 minutes to break. So, I hope I answered your question.
SFV Room 200B: Pam.
S.Zahra Movassaghigilani: Yes, you did. Can I ask one more question? Can we also, like, reference, like, cases, right? We can’t do that in the final…
SFV Room 200B: reference cases, you can. I would warn you, I wouldn’t warn you, I would caution you not to do that, and I will tell you why.
SFV Room 200B: Most of the important cases we know by heart. If you happen to make a little mistake.
SFV Room 200B: You give the wrong case name.
SFV Room 200B: Or you get the facts a little wrong.
SFV Room 200B: Guess what happens to some of the… not me, but some of the graders will probably not like it, and they will ding you.
SFV Room 200B: So, I mentioned before, I mention it again.
SFV Room 200B: Other than 2207 that most of us do reference by number, but you don’t have to.
SFV Room 200B: I would strongly advise you not to bring any
SFV Room 200B: resetting second numbers, or to dash anything at all into your final, and I would…
SFV Room 200B: I would suggest that it’s better that you do not use case names at all. But if you do.
SFV Room 200B: Nothing wrong with it, as long as you get it right.
SFV Room 200B: Okay.
SFV Room 200B: Before we do the other case, I see some sleeping faces, so I think I’ll call a break now. Yes, sir. So if we don’t use 2-207, we just say, like, UCC? You, you literally can say, under the UCC, Battle of the Forms, boom, boom, boom, boom. You don’t need to say 2-207. There is absolutely no require
SFV Room 200B: for you to mention 2-207. If you do, no problem. But as far as all the rest, I strongly suggest you don’t. Let’s take a break until 8 o’clock, with 3 minutes early. Please wash your faces, do whatever, stand up. No, don’t do that.
SFV Room 200B: So, there’s…
SFV Room 200B: You’re doing a bit right on the side of you.
SFV Room 200B: Your eyes are very… No, I… a branch hit my eye. But, yeah, I mean, fortunately.
SFV Room 200B: There’s an ophthalmologist that I do know. I texted him over the weekend and says, you gotta come over now, based on what I described. And he said, yeah, you cut your cornea.
SFV Room 200B: You were just walking, it fell on your eye. No, it was cutting some branches, listening to somebody else that I shouldn’t have listened to, and then…
SFV Room 200B: I don’t know which one of us did that, but…
SFV Room 200B: It was bad, I really thought I lost the eye, but… It’s okay.
SFV Room 200B: But because I’m using drops, it affects that division in that eye.
SFV Room 200B: A little bit.
SFV Room 200B: Okay.
SFV Room 200B: 8 o’clock. Please put your phones away.
SFV Room 200B: quite lay away.
SFV Room 200B: Nope.
SFV Room 200B: Excuse me, excuse me. An example, my phone is in my back.
SFV Room 200B: Not in the next.
SFV Room 200B: Which is, I think, is in your throat, but…
SFV Room 200B: have come to loosen up a little bit in that regard, so if you’re from the desk, it’s fine, just please don’t look at it, because it’s disrupting.
SFV Room 200B: To me and to the bus.
SFV Room 200B: How long?
SFV Room 200B: Let’s go to Leonard versus PepsiCo.
SFV Room 200B: This is not an entire case, obviously, it’s just a excerpt of the case.
SFV Room 200B: does anybody want to take on… well, I appreciate that, but I really think we should…
SFV Room 200B: That somebody knew.
SFV Room 200B: Take a stab at this. Anybody on Zoom?
Cameron Smith: I can take a stab at it. My brief’s a little basic, I hope that’s okay, but…
SFV Room 200B: Mr. Smith, it’s all yours, sir.
Cameron Smith: Alright, so the.
SFV Room 200B: Trust me. Nobody’s sophisticated. We’re all basic. Basic is good. I like basic.
SFV Room 200B: And, just, just to that point.
SFV Room 200B: Again, sorry for all the commentary, but…
SFV Room 200B: The more basic you are in finding… writing your answer, For the final?
SFV Room 200B: the better grade you will get, I promise you. The more sophisticated you turn your language to look like a scholar or something.
SFV Room 200B: That’s… that goes for any professor, any grader.
SFV Room 200B: In fact, that’s what the courts always say. They encourage us to be.
Cameron Smith: Hastings.
SFV Room 200B: Just give me the facts.
SFV Room 200B: Follow the law, argue the law with the facts, and that’s… that’s about it. Don’t… don’t get too… you’re not writing a book.
SFV Room 200B: And I saw what we do.
SFV Room 200B: We’re trying to convince A court to… or a phone to see it all.
SFV Room 200B: There’s no need to, you know, complicate language. Anybody can do that. The more basic you are, the more I appreciate. Sir, Mr. Smith, please.
Cameron Smith: So, the main issue here is that the plaintiff argues that because a Harriet Jet was shown in a commercial for a certain amount of Pepsi points, and the Pepsi points were, just a
Cameron Smith: advertisement, program that Pepsi had created, and they were advertising a commercial where, there were
Cameron Smith: showing what people were doing with their Pepsi points, and at one point, it was shown a Harrier Jet… a Harriet jet, where the kid was being taken to school, and then it showed a million Pepsi points for the Harriet Jet.
Cameron Smith: And, they reference a previous case, the carbolic smokeball versus .
SFV Room 200B: What about the smokeball versus this case? What makes this case.
Cameron Smith: Different from that case.
SFV Room 200B: I’ll give you different results, so what’s the difference?
Cameron Smith: So, the main difference here is…
Cameron Smith: it’s not something that’s stated, it’s not, like, a clear statement. So the carbolic smokeball case
Cameron Smith: I was trying to find the other, the defendant in that case, or the plaintiff in that case, but it was basically rewards as offers is what I was kind of involving here. But the pre… the carbolic smokeball case had a,
Cameron Smith: It was stated, it was very clear, like, we’ll do this.
SFV Room 200B: It’s the issue of priority?
SFV Room 200B: I was gonna say, the smokeball case was not a mere puff.
SFV Room 200B: Whereas this case, a reasonable person would believe that it was just a joke.
SFV Room 200B: What was the… what was… what is the… that… that aside, which is a very good point.
SFV Room 200B: What is this… how does the court view this… PepsiCo’s advertising ads.
SFV Room 200B: Is it an ad? Yes, ma’am. Carbolics? Is it an offer? Showed a seriousness by depositing the $1,000 in the account, but this one didn’t show, because they couldn’t sell a jazz.
SFV Room 200B: There was no proof of general. Very close, yes. That’s pretty much what I’m looking for. I think you literally just said it. One was the ad, or the other one was offered. Yeah, but… but why?
SFV Room 200B: Why did the court say that this one, Texaco, is…
SFV Room 200B: is a mere ad, other than the huff and the huff and maybe the language not being certain, any of that stuff, what was the main difference between the two
SFV Room 200B: cases… Is it since it was an ad, there was no offer? Excellent!
SFV Room 200B: That’s exactly what I was looking for. In one case, the court says what they advertised was, in fact, an offer. In a PepsiCo case, the court says what PepsiCo did was inviting an offer from the buyer.
SFV Room 200B: We didn’t make an offer, we were inviting an offer from
SFV Room 200B: the buyers, those who were, you know, buying whatever, right? So I wrote in my notes.
SFV Room 200B: This portion of the opinion addresses plaintiff’s claim to recovery based on the carbolic smokeball case. The judge, Judge Wood, in this case.
SFV Room 200B: distinguishes the carbolic smokeball advertising, because it sought a performance, whereas in Pepsi commercial, they sought a promise, an offer from the buyer.
SFV Room 200B: That’s how the court distinguished the two, which is going back to, I think, what you were mentioning during break.
SFV Room 200B: You said, could we use court analogy, you know, language from the court? Absolutely. In fact, I invite that.
SFV Room 200B: I don’t like using court case names unless you’re sure you’re right, because can you imagine if you use a court case name in court and you’re wrong? Just imagine a judge is reading your, your papers and going, oh, well, she got this wrong, she got that wrong too.
SFV Room 200B: That’s not a good picture, right, is it?
SFV Room 200B: Or the lawyer that used AI and got caught. And I think he, readily, I think he admitted to it. Thank God. Otherwise, it’ll be a major State Bar discipline, right? You just can’t do that.
SFV Room 200B: AI, as… despite what… how they advertise it.
SFV Room 200B: it doesn’t really work for the law practice yet. Not to the extent… and I should know, because I told you guys before, we had a Stanford professor who actually does this.
SFV Room 200B: come and give us a lecture. All of the UWDA professors that I know attended, including myself. The dean was there. We had a… we had a whole spiel on AI and practice of law and writing exam answers, by the way.
SFV Room 200B: And I want to tell you.
SFV Room 200B: The exam questions that we draft.
SFV Room 200B: are designed in a way that if you give it to the
SFV Room 200B: to an AI to give you an answer.
SFV Room 200B: I’m… I’m not puffing or huffing. We will know.
SFV Room 200B: And you’ll be kicked out of school.
SFV Room 200B: I’m just letting you know right now. I think I mentioned this before, but I’m saying it because you don’t want to ruin your life like this, does it? Do you? It’s not worth it.
SFV Room 200B: And I’m telling you, we know, because even when I heard it just a couple of weeks ago, in another…
SFV Room 200B: Two weeks ago, we had another,
SFV Room 200B: Meeting between the professors and the dean.
SFV Room 200B: And it was mentioned how the question is drafted so that we would immediately pick up that the answer came from AI. Even I was shocked.
SFV Room 200B: I was like, oh my god, wow, that’s genius!
SFV Room 200B: So if they do that, like I told you, 9 people were kicked out of school, you’d be among one of those, and you don’t want to do that, it’s not worth it.
SFV Room 200B: don’t use the AI, because if they get you, you just can’t… and…
SFV Room 200B: You probably already know, and I think these are the rules, we have to report you to the State Bar.
SFV Room 200B: Which means that if they do, the school does, which I think they’re required to, you won’t be able to go to any law school, anywhere in the country. It’s over.
SFV Room 200B: Because they’ll inquire, and we would have to disclose that information, and you’ll be barred.
SFV Room 200B: I remember a person that I was… I was a T… when I was a TA,
SFV Room 200B: I needed money, so I used to go to people’s home, and… or they would come to my home, and I would work with them for $50 an hour, or $25 an hour. I don’t remember how much, but nominal figure.
SFV Room 200B: this… this person… Had cheated in one of the finals, and they…
SFV Room 200B: They had a video camera, which nobody could see. From the other side of the glass, they caught her.
SFV Room 200B: Security comes in and immediately grabs that cheating paper, or, you know, piece of paper that she had.
SFV Room 200B: She hired one of the best lawyers to sue the school.
SFV Room 200B: unsuccessfully. And the school was required to report her to the state bar.
SFV Room 200B: 27, 28 years later, she still is not a lawyer. She has never been able to recover from that.
SFV Room 200B: 28 years. They never forgave her. It’s over. They’re like, this is not for you.
SFV Room 200B: Lawyers cheat after they become lawyers. Before you become a lawyer, don’t. After you become a lawyer?
SFV Room 200B: That’s another story, right? I’m not suggesting anything. I’m telling you that
SFV Room 200B: taking your time to tell you, because sometimes we just get tempted a little bit, you know? We just get tempted. Well, I’m not very good with contracts, I guess I’ll just take a little cheat sheet, or whatever it is that I’m gonna do, or use AI, or call a friend, and when SHIT hits the fan.
SFV Room 200B: The problem is, they have to report you, they can’t forgive you.
SFV Room 200B: We just can’t. Do you know what I mean? As much as I may love you, if I see that you cheated, I have to report you. It’s for your own good and for the perfection that I promised to uphold, right?
SFV Room 200B: And as you probably already know, these are the rules for the lawyers, too. The State Bar passed a new rule, I think less than a year ago, that the lawyers are now required to report other lawyers if they see misconduct.
SFV Room 200B: Where before, we could just close our eyes and say, we don’t care, I don’t care.
SFV Room 200B: But now we’re mandatory reporters. We need… we must report the opposing lawyer, or some lawyer, if we find out that he’s committing, or she’s committing act of misconduct. So I’m just letting you know…
SFV Room 200B: Nothing is worth ruin your life.
SFV Room 200B: You’re young. You don’t want to get to my age and say, oh, shit, 20 years ago, 30 years ago, one stupid mistake, and I destroyed my life.
SFV Room 200B: I could have been a lawyer.
SFV Room 200B: Something that I want.
SFV Room 200B: But look at me now, I’m an entrepreneur, I have millions of dollars.
SFV Room 200B: Just screw that. I always say to my wife, I’ll flush that bar cart down the toilet.
SFV Room 200B: If I could do anything other than… no, kidding.
SFV Room 200B: Okay, so I think we, eating the horse to death.
SFV Room 200B: The difference between the two cases was one case was literally, as the lady in the back mentioned correctly.
SFV Room 200B: Juan basically said, we’re so serious, we have this money reserved in the bank.
SFV Room 200B: For anybody that follows these conditions that we have set for our offer.
SFV Room 200B: Which was literally followed, allegedly, by this person. As opposed to the other, the court said.
SFV Room 200B: Not only is it a joke, which we’ll find out, but it wasn’t really an offer. It was an invitation from the buyer to make an offer.
SFV Room 200B: Right?
SFV Room 200B: And so… again, I think… most courts would… would agree with, Leonard.
SFV Room 200B: Many courts would agree with Leonard.
SFV Room 200B: I think, personally, the court wanted to close the floodgate of litigation that would come regardless if they treat all advertisement as
SFV Room 200B: offers.
SFV Room 200B: it is misleading. It’s very misleading. But yeah, but if you think about it, I mean, are they really going to give a Harriet Jet to a 17-year-old, or whatever-year-old? Hell no, right?
SFV Room 200B: You have to be… What’s his name?
SFV Room 200B: I heard that he has something close.
SFV Room 200B: John Travolta?
SFV Room 200B: I think he has a former military jet. It’s in one of his, that he got, like, 6 years ago.
SFV Room 200B: Okay, the most important case of the evening is the,
SFV Room 200B: The piece on page 94.
SFV Room 200B: the… was it, Sacterial versus RJ Reynolds Tobacco Company?
SFV Room 200B: 9th certificate case that I told you from 2012,
SFV Room 200B: Anyone wants to… anybody who knows this case wants to give it a shot.
SFV Room 200B: like, knows the case. Can I ask a question? Sir? I, note that you’re saying 9th Circuit, I know there’s different circuits, but is there any difference between them? Like, do high… higher circuits… No, no, they’re all the same. They’re just… circuits are literally about, yeah, zones. Okay. Areas. Like, 11th Circuit is…
SFV Room 200B: Chicago, where I have a case, falls under the 11th Circuit.
SFV Room 200B: And if you think that is not important.
SFV Room 200B: If you… because when you become a lawyer, you have the right to practice in any federal court.
SFV Room 200B: Pete?
SFV Room 200B: Except the Supreme Court, which I think you have to wait 5 years to then become… and, and…
SFV Room 200B: If you practice for 5 years and you call me, I will sign off for you.
SFV Room 200B: I’ll tell you right now. And students have… trust me, they have come back to me 4 or 5 years later and say, you told us! And I’m like, yeah, I’ll do it. Give it to me. I’ll sign up for you, because you have… you need two lawyers to… to attest.
SFV Room 200B: to your abilities, et cetera, et cetera, to become a member of the Supreme Court. So…
SFV Room 200B: just saying, different circuits, like the case that I have in Chicago, if that case was in the Ninth Circuit.
SFV Room 200B: one of the major charges against my client would have been thrown out. But because the 11th Secret literally interpreted that language differently.
SFV Room 200B: We’ll still fight.
SFV Room 200B: So, yeah, no, but Ninth Circuit, yeah, certain juris… certain states fall under the Ninth Circuit. Anyone wants to do this case? Anyone on Zoom?
Sona Ghazaryan: I can do it.
SFV Room 200B: Your name, please?
Sona Ghazaryan: Oma?
SFV Room 200B: All right, ma’am, it’s yours.
Sona Ghazaryan: So, in this case, RJ Reynolds ran the Camel Cash program where customers collected coupons redeemable for merchandise. The company discontinued the program abruptly, leaving customers unable to redeem their coupons. Customers sued for, breach of contract. The Ninth Circuit held that the coupons
Sona Ghazaryan: Program was an offer.
Sona Ghazaryan: for a unilateral contract, which consumers accepted by Performance, which was purchasing and saving coupons.
Sona Ghazaryan: And then, bridge was possible if the company terminated without honoring redemptions.
Sona Ghazaryan: The issue of this case is whether RJR’s Camel Cash program created an enforceable unilateral contract obligating redemption of coupons.
Sona Ghazaryan: The rule here is an offer for a unilateral contract is accepted by performance.
Sona Ghazaryan: Revocation after performance begins, and may consider the bridge.
Sona Ghazaryan: Rjr made a standing, offer promising merchandise, in exchange for camel Cash. Customers accepted by buying cigarettes and collecting coupons. Then the company could not revoke,
Sona Ghazaryan: arbitrarily without giving, consumers a chance to redeem. So, the coupon program,
Sona Ghazaryan: created enforceable obligations, where plaintiffs stated a valid, breach claim.
Sona Ghazaryan: And then, this case distinguishes between, illusory promotional promise and genuine offers, and unlike the previous case that we were discussing,
Sona Ghazaryan: Unlike Papsa’s Puffery in Leonard, RJR’s coupons, considered a serious and…
Sona Ghazaryan: A serious and, defined offer.
Sona Ghazaryan: Inducing, consumer reliance.
Sona Ghazaryan: In highlights, acceptance by conduct, buying cigarettes, and collecting coupons was acceptance and consideration.
Sona Ghazaryan: That was all I had.
SFV Room 200B: Very good. Thank you very, very much. This, I’m gonna read a lot about from this case, and the reason is…
SFV Room 200B: This really is a good review of pretty much a lot of the stuff that we have covered so far. He talks about buffers and acceptance and illusory promise.
SFV Room 200B: And, I think, indefiniteness to a certain extent, so let me…
SFV Room 200B: That was a very good job. Let me just,
SFV Room 200B: read from certain portions of this case, which I think is extremely important.
SFV Room 200B: I want to get to the… okay, so,
SFV Room 200B: If you go to the bottom of page 95,
SFV Room 200B: read it for the record, and of course, you can… you can choose to use or disregard any portion of what I’m about to read, but I’m going to read it to you anyway. The court says an offer is a manifestation of winningness to enter into a bargain, so made as to justify another person in understanding.
SFV Room 200B: that his assent to that bargain is invited and will conclude it. In other words, once you assent.
SFV Room 200B: The bargain is concluded.
SFV Room 200B: You don’t have to say any more than, I accept.
SFV Room 200B: That’s an offer. If it’s anything less, well, they obviously… your consent would not mean anything. The court says the determination.
SFV Room 200B: Of whether a particular communication constitutes an operative offer, rather than an inoperative step.
SFV Room 200B: In the preliminary negotiation of a contract depends upon all the surrounding circumstances.
SFV Room 200B: Which is why I said before break, every single case is treated differently. You look at all the circumstances to see statements, words, writings, emails, conduct, right?
SFV Room 200B: interpret all of it. The pertinent inquiry… now, this is the part that I even underlined and highlighted for myself.
SFV Room 200B: The pertinent inquiry is whether the individual to whom the communication was made, meaning to the offeree.
SFV Room 200B: Has reason to believe that it was intended as an author.
SFV Room 200B: So, that’s the inquiry in this case. Literally that sentence.
SFV Room 200B: That’s what the court is going to look at. Did the offeree reasonably believe that the statements or the conduct of the… of the Reynolds Tobacco Company was, in fact, an offer?
SFV Room 200B: Then the court talks about bilateral contract. Top of 96. A bilateral contract consists of mutual promises made in exchange for each other by each of the two contracting parts. What a beautiful statement. You want a definition for a bilateral contract? There you go.
SFV Room 200B: Both sides of the bargain must have made promises. Here, the plaintiff identified an alleged promise by IJR
SFV Room 200B: But they have not pointed to any promise they made to RJR.
SFV Room 200B: So the court says, oh, this is not a bilateral contract, perhaps, because they made a promise to the plaintiff, but the plaintiff did not make any promises.
SFV Room 200B: But let’s examine it further. The court says, nothing in the complaint, however, suggests that these terms were anything more than conditions that the plaintiff were required to satisfy to trigger RJR duty to perform, as opposed to a promise that the plaintiff were bound to perform to avoid incurring their own contractual liability.
SFV Room 200B: Then the court goes on to read, or to include, restate the second Section 224, which came about in 1981. A promise, by contrast, is an express or implied declaration in a contract.
SFV Room 200B: That raises a duty to perform and subjects the promisor to liability for breach or for failure to do so.
SFV Room 200B: Now, the reason I’m reading all this is to tell you again, if you look at this, this is literally a review of most of the things that we’ve covered so far, in plain, beautiful, concise language.
SFV Room 200B: Right?
SFV Room 200B: Now the court talks about unilateral contract. Like, I think that the judge may have been a professor. I mean, he’s like, he’s in a teaching mode.
SFV Room 200B: Unilateral contract. We… we reach a different conclusion as to the plaintiff’s theory of RJR has made an offer. So, to enter into a unilateral contract. So, the court said it’s not a bilateral contract, because even though RJR made a promise, you, in return, made no promise.
SFV Room 200B: But maybe you did something that would make it a unilateral contract. Here, the court says a unilateral contract involves the exchange of a promise for a performance
SFV Room 200B: the offer of… the offer is accepted by rendering a performance rather than providing a promise. And it says, see restatement second… restatement section 45.
SFV Room 200B: RJR argues that its c note, whether read in isolation or in combination with the catalogs, were not offers, but invitations to make an offer. RJR relies on the common law’s general rule that advertisements are of goods by display, sign.
SFV Room 200B: A hand-built newspaper, radio, or television are not ordinarily intended or understood to be offers.
SFV Room 200B: But the court says, that’s baloney.
SFV Room 200B: Here’s one.
SFV Room 200B: On page 97, first full paragraph, the court says that common law rule includes an exception
SFV Room 200B: For offers of a reward, including offers of reward for redemption of coupons.
SFV Room 200B: So the court basically says if the FBI, Kash Patel, comes on TV and says a reward of $50,000 is being offered, I don’t know if he did it himself, but his department did, right? $50,000 for information leading to the apprehension and prosecution, something to that extent.
SFV Room 200B: of, the person who killed, Charlie Kerr.
SFV Room 200B: They don’t need to call the FBI and say, I accept your offer, okay, I’m about to go do it now. That’s bullshit. All you gotta do is perform, which is exactly what they did. His family and friends, or friend. Go ahead, I’m sorry?
SFV Room 200B: His father… yeah, they said… that’s all I know, is a family and friends. He was a retired cop. He also sent a message to friends
SFV Room 200B: And basically confessed or something. And on social media. I’m sorry? His dad’s a retired pastor. Yeah, I think it was a combination of several people, but mainly, I think the father went to a pastor, and so on and so forth, and… So…
SFV Room 200B: The FBI said, we’ll give $100,000. Oh, it’s $100? It was $100, yeah. I should have done something. And then… no, but there’s other people… there’s also other people, for example, on X or Twitter, that said, oh, and, like.
SFV Room 200B: reasonable people that said, oh, you know what, we’ll also pitch in, like, I don’t know, additional $50,000 or $100,000.
SFV Room 200B: How does that get distributed then? Because, you know, FBI is a source, and we know, okay, I’m gonna call FBI, I know this person, they go, they arrest him, okay, beautiful. How would you argue that? That’s a wonderful question.
SFV Room 200B: That’s a wonderful question. How would you argue it, whether it’s an offer or not?
SFV Room 200B: For the other one? Yeah, for the others who made such statements. Maybe you could say it’s a unilateral contract where they’ll be willing to give it under the condition that there’s going to be a performance. Well, they’re probably seeking performance, but my question is, if you wanted to argue
SFV Room 200B: That what you just said.
SFV Room 200B: so-and-so has made an offer, I suppose, I’ll match it, or I’ll pay more an additional $100,000.
SFV Room 200B: Whatever.
SFV Room 200B: How do we argue that this is an offer? You need to make them parties, no? Because it’s not… Yeah, you sue them as a party, but how do you give me a reason that you can come up with that me as a judge, would buy into your thought process that
SFV Room 200B: That was actually an offer that you reasonably relied on.
SFV Room 200B: I guess to the judge, would you have to prove that there’s been communication between you and that party, that you have agreed to do this performance for the X amount of money? Well, but this is a Leonardo offer, so you don’t have to prove that you actually communicated back.
SFV Room 200B: I’m looking at Twitter, and I see X says.
SFV Room 200B: If you catch this guy, I’ll give another $100,000. And I want to go collect. I saw it, I have knowledge of what I think is an offer.
SFV Room 200B: I grab the guy. Now what?
SFV Room 200B: Would you have to show the judge that it was a credible source? Excellent!
SFV Room 200B: Excellent! That’s what I was looking for. Absolutely. That if you, as a reasonable person, would you rely on a statement come from Elon Musk?
SFV Room 200B: on his ex-account that says, I will give $100,000 for anyone that’ll go grab this guy. Probably, yeah. I think most people would say that he needs business when he talks, when he makes an offer like that, right?
SFV Room 200B: As opposed to me. I think one of them, a governor said it, so it was, like, reliable sources, but at the same time, there were a lot of comments, like, oh, I’ll match to this, and then you would go on it, and they had, like, 500 comments. Yeah, that’s a very good question. So it goes back to what? It goes back to what would a reasonable person
SFV Room 200B: In the shoes of the offeree, or the person reading that message.
SFV Room 200B: What would that reasonable person conclude? I would say the answer is to exactly what you said, is the source. Who is the source?
SFV Room 200B: Obviously, if the FBI says, I’m gonna give the money, I’m not going to question the source. It’s the federal government. What’s better than that?
SFV Room 200B: Right? Full faith and credit of the U.S. government is right behind it. Right? I know, it’s funny, but… It would be all separate contracts for the same performance, so how can you…
SFV Room 200B: Yeah, you collect from all of them. I did what you asked, and I did what you asked, and I did what you asked. All of you have to pay me.
SFV Room 200B: Sure. It’s not mutually exclusive. There’s no… You made a promise.
SFV Room 200B: You made a promise, I saw that promise, I saw that offer, I performed. So the pre-existing due at the same time. Yeah, yeah. I had no… as I said, if the FBI agents
SFV Room 200B: for… the LA County Sheriff, or the LAPD, or whatever. If they go arrest them.
SFV Room 200B: find him arrested. They most likely will not. They’re just doing their duty. Yeah, because they have a pre-existing duty, and there’s a question that I’m not sure about answering right now, which is that, what if you’re off duty?
SFV Room 200B: I believe the answer still remains the same, because I think under 842… Yes, I think under 842 of the Penal Code, at least in California.
SFV Room 200B: Because I remember when I was a cop. Off-Union, you’re still a cop. It doesn’t mean anything. 842 says.
SFV Room 200B: You’re a cop when you’re a cop. It’s… it’s… that’s it. And just to clarify one more thing, so the person, for example, the father in this case.
SFV Room 200B: gave the information, he was arrested, he knew about the $100,000 that the FBI have offered. But he had no idea, for example, the $50,000 that Elon Musk has on. He can only recover the $100,000 because that’s what he was aware of, correct? Correct. Based on the… based on the lecture that we’ve provided, based on the law.
SFV Room 200B: You have to have knowledge of the offer before what?
SFV Room 200B: Before you perform. Unless he lies. Once you perform… unless he lies. Once you perform. Yeah, but we’re not dealing with lies here, right? This is law school. We say… we only tell the truth here. That makes sense, okay. Right. As I said, after you become a lawyer, you can be a liar. But now…
SFV Room 200B: No, I’m kidding. That’s a joke. Sorry, State Bar, I’m kidding.
SFV Room 200B: Okay, so yeah, good question. Look, look, this… I literally thought about making this a final question, but then again, I thought it’s, some people are emotional about this, so I’m not even gonna fudge the facts, and… because…
SFV Room 200B: it may, you know… but maybe 5 years from now, I will use it as a final question. There’s only one person that’s emotional about this. Use the reward money, right? She can handle it. Yeah.
SFV Room 200B: Any question. I have a question about this case that we’re working on, the Babel Company. It looks like the book was addressing this as a common law rule, but isn’t this sale of goods? Doesn’t it fall under the… Sale of goods?
SFV Room 200B: Well, the court here is dealing with something even more basic.
SFV Room 200B: So, the court is not even dealing with whether this is a UCC or a common law problem. The court is literally dealing with whether or not this was an offer.
SFV Room 200B: Right? That was properly accepted or not. So it’s much more fundamental, but the answer to your question is, yeah, if it was a sale of goods, we apply UCC rules. Which doesn’t really change the fundamental rules about offers, right?
SFV Room 200B: If it’s… if it’s an offer, it’s an offer.
SFV Room 200B: If it’s not an offer, it will never be an offer, regardless of which law to apply, right? Only as to acceptance, we said, 2-07mm image rule, right? The offer remains the same. Yes, sir? So, you know how they’re arguing that it was an invitation to an offer? How would one
SFV Room 200B: I guess, make an offer to an advertisement? Like, what would be an example? Like, you’re saying, how would you… how could you possibly respond to an ad with an offer? Yeah. Oh, that’s very simple!
SFV Room 200B: if I see an ad for… I think I’ve mentioned this before, I mean, it’s not that simple, so I like it.
SFV Room 200B: But let me see if I can give an example.
SFV Room 200B: I said that if you open the Sunday Times, I used to order the, LA Times all the time, and the Wall Street Journal, and I would read it pretty much cover to cover daily. I don’t even know when I found all the time to read all that stuff. Nonsense. But, I guess when you’re younger, these things matter a lot. But…
SFV Room 200B: Now it’s like the financial time, actually. TikTok times. But, but, right. But, but if you open the LA Times, you will see advertisement that literally says.
SFV Room 200B: Ford Mustang VIN number 1234, which I kind of mentioned in this class before, for sale. This is the sell price, right?
SFV Room 200B: But if you go on the internet, now that I’m looking to replace the part that the engine blew up, I’m looking at it, it literally says, you know, this car with this VIN number, this is the advertised price. That clearly is an offer. But if there was a general advertisement that our,
SFV Room 200B: lease a Porsche Cayenne for $1,800 a month, right? Which is what I see. And I always go read the fine print to see if this is one offer, or what the hell it is.
SFV Room 200B: As… if you see something like that, that is clearly not an offer, but it’s an advertisement, would you be able to pick up the phone and call the dealer and say, do you have any cars with that specific
SFV Room 200B: number that I will… that I can, you know, walk in and sign. And they say, yes, sir, we have one right here, it’s ready for you.
SFV Room 200B: Did you just make an offer?
SFV Room 200B: Yeah, and in particular, I mentioned before, and if I haven’t, I do now.
SFV Room 200B: Most of the time, when you’re responding to an advertisement, it’s more likely that it’s treated as a… as an offer, which I know I’ve mentioned before, yes?
SFV Room 200B: Most likely, so always think about that. In the MBEs, when we give you multiple choice questions, the State Bar does that trick.
SFV Room 200B: When… usually when you’re responding to an advertisement, you’re making an offer.
SFV Room 200B: Usually. So, if you’re not sure, fall for that.
SFV Room 200B: Go in that direction, you’re probably right. Okay?
SFV Room 200B: So yeah, if I see a general advertisement, I may call and say, listen, I don’t want to waste my time. Do you have any
SFV Room 200B: car, this car, available on the lot with this figure that you have… you’re advertising. I have an 850 score. I want to walk in and sign. I don’t want to… I don’t want you to waste my time.
SFV Room 200B: Right?
SFV Room 200B: Which is typically how I do it, to be honest. I never go to the dealer in the beginning. I always call and say, or I email them, or whatever, and say, this is what I want. Can you have a salesperson contact?
SFV Room 200B: And then when they call him, like, listen, please don’t play with me. I did it today.
SFV Room 200B: I literally said, look, I respect you guys, but you have to make a living, fine. But this is exactly what I want, that I’m going to email you. Don’t ever contact me for anything other than what I’m contacting you for. If you have these with these specifications, please call me or email me, I’ll be right there. I’ll be there the same day. In other words, I just made an offer.
SFV Room 200B: Right? Because all they have to say is, I accept, here’s the car.
SFV Room 200B: Make sense?
SFV Room 200B: I hope I answered your question. Okay, now…
S.Zahra Movassaghigilani: Professor, I have a question on Zoom.
SFV Room 200B: Yes.
S.Zahra Movassaghigilani: Oh, what’s…
SFV Room 200B: Somebody mentioned common law and UCC. I think the court is mentioning common law on page 97, very clearly.
SFV Room 200B: Right? Yes, on Zoom.
S.Zahra Movassaghigilani: Professor, when we say, like, a unilateral, like, a contract, for example, I will pay someone if they do something. So the fact that I’m, like, saying I will pay someone, isn’t that a kind of, like, a performance?
SFV Room 200B: you’re seeking performance. Your… your offer is…
SFV Room 200B: is to a unilateral contract. You’re actually asking for someone not to promise to deliver, but to actually deliver.
SFV Room 200B: Does that make sense?
SFV Room 200B: Does it make sense?
S.Zahra Movassaghigilani: I’m trying to think more about it.
SFV Room 200B: Okay, so when we’re talking about a unilateral contract, or a unilateral offer.
SFV Room 200B: You’re saying if you… you’re not saying if you promise to sell my… sell your car to me, I will pay you $5,000. You’re saying if you sell your car to me, I will give you $5,000.
SFV Room 200B: You’re not looking for a return promise, you’re looking for performance. If you walk across the Brooklyn Bridge, I will give you $5,000. You’re not saying if you promise to walk across the Brooklyn Bridge.
SFV Room 200B: Which would be bilateral. All he has to say is, I promise.
SFV Room 200B: Now you have a binding contro.
SFV Room 200B: But if you’re inviting a unilateral acceptance, a unilateral offer, and the individual says, I promise, it means nothing. The promise is worth nothing.
SFV Room 200B: It’s only the return performance, and in fact, full performance, that makes a contract. But the beginning of performance makes the offer irrevocable.
SFV Room 200B: irrevocable. So, if you start performance, not preparation, but actually start performing.
SFV Room 200B: If the guy says, the offeror says, I changed my mind, well, too bad. I’m gonna sue you.
SFV Room 200B: And you’ll be held liable, because I’ve already begun performance. Your offer is now irrevocable, for a reasonable time.
SFV Room 200B: For a reasonable time.
SFV Room 200B: Yes. I don’t know how much you know about it, but is that the same way, like, professional athlete contracts work? Let’s say, you know, they play, like, 5 games, and then he tears his ACL, and he’s not, like, gonna play the rest of the year. I really don’t know those contracts. I’m sure in the agreement, because those things are inevitable and they happen. They have contingencies to cover both.
SFV Room 200B: parties, I think, right? So I’m sure the owners say, okay, this much of it is guaranteed, and this much of it depends on your performance, and you being healthy, and etc, etc, right? Yeah, I’m pretty sure that is… those are just conditions that they set.
SFV Room 200B: I think in every contract, especially with athletes, just to cover their behind.
Rami Helo: I know that in certain athlete contracts that, they’re not allowed to do certain activities outside of their sport, so they’re not allowed to ski, play basketball, certain sports. If they tear their ACL or any injury occurs during then, then the team is legally not liable to pay them.
SFV Room 200B: That makes sense.
Rami Helo: The league, the league, all leagues, all professional leagues have, created a cap salary, relief, an exception for how much cap is covered for the team based off those injuries.
SFV Room 200B: Right. I mean, if I was the owner of a professional team, I would say you can’t sneeze.
SFV Room 200B: Nothing. Don’t take a shower. Don’t do anything. I don’t care. Just go to sleep, train, get your ass back here.
SFV Room 200B: And perform. No, I’m kidding. But, okay. So…
SFV Room 200B: Let’s talk about… let me read from page 97.
SFV Room 200B: The common law rule, as I said, includes an exception for offers of a reward, including redemption coupons.
SFV Room 200B: And the court literally has contract law treaties explaining the following. It is very common where one desires to induce many people to action.
SFV Room 200B: We want to induce them to action, not promises. We want the FBI to go get this guy, right? I mean, the FBI wants people to go get this guy, to help them
SFV Room 200B: Get this guy, right?
SFV Room 200B: action, to offer a reward for such action by general publication in some form is basically the norm, right? A statement that plausibly makes an offer of this kind must be reasonably interpreted according to the terms.
SFV Room 200B: and the surrounding circumstances. So the court basically says, when you see an offer of reward, look at the terms!
SFV Room 200B: and the surrounding circumstances, literally telling you, this is the language we’re inter… we’re adopting. That’s what the court is doing.
SFV Room 200B: If this statement, properly interpreted, calls for the performance or commencement of performance of specific acts, actions in accordance with such an interpretation will close a contract or make the offer irrevocable, like I just told you. Beginning of performance would make the offer irrevocable.
SFV Room 200B: So, such as a reward of a capture, or a lost article, you know, if you return… my laptop says, reward is found.
SFV Room 200B: But if you guys find it, I won’t give you rewards. In addition, advertisements placed by buyers inviting sellers to ship goods without prior communication are clear cases of offers. Isn’t that interesting? Advertisements placed by buyers.
SFV Room 200B: inviting sellers to ship goods without prior communication. In other words, I will pay $5 if you ship your laptop to me.
SFV Room 200B: And if the court literally is saying, if you do that as a buyer and the seller ships.
SFV Room 200B: You gotta pay.
SFV Room 200B: And, the case pain, which is what I wanted to talk about briefly, P-A-Y-N-E, right there, you know, it said pain versus…
SFV Room 200B: Louds Prose, it’s a 1916 case. Reward coupons included with package of soap wrappers, right? If you look at footnote number 2, bottom of the page.
SFV Room 200B: It says, Payne found an enforceable unilateral contract where the defendant advertised that it would give a round-trip train ticket to consumers who collected 2-5 coupons from defendant’s soap packages and redeemed them for train tickets.
SFV Room 200B: So, you can read about that if you want later on. I want to move on and read more from this case. Very important.
SFV Room 200B: So,
SFV Room 200B: Okay, top of page 98, the court says, the common law rule that advertisements ordinarily do not constitute offers arose to address a specific problem.
SFV Room 200B: the potential for over-acceptance. But the court also now talks about why this case is different. There is no potential over-acceptance. Why? Here, the court says, RJR alone decides how many C notes to distribute.
SFV Room 200B: They know exactly how many people can accept.
SFV Room 200B: So it exercises absolute control over the number of acceptances. That’s in the middle of page 98.
SFV Room 200B: For those reasons, we find no reason to presume that RJR’s communication did not constitute an offer, merely because they were addressed to the general public in the form of advertisement.
SFV Room 200B: Huh? I like this, this,
SFV Room 200B: Very much. I want to read again. On page 99, the court says, we conclude that the plaintiff have adequately alleged the existence of an offer to enter into a unilateral contract
SFV Room 200B: And then the court goes on to say, we reached this conclusion in light of the totality of the circumstances surrounding RJR’s communication to consumers. Here’s the kicker.
SFV Room 200B: The repeated use of the word offer.
SFV Room 200B: in the CNOT.
SFV Room 200B: Number one, the absence of any language disclaiming the intent to be bound. Number two.
SFV Room 200B: The inclusion of specific restrictions in the C notes, offer restricted to smokers 21 years of age or older. Number three, they offer good only in the USA.
SFV Room 200B: Number four, an avoid when restricted or prohibited by law. Number five, check catalog for expiration date. Number six, limit five requests for a catalog per household. Number seven, there are 7 reasons, at least.
SFV Room 200B: That the court looks at to conclude, yeah, you intended an offer, you sure did.
SFV Room 200B: Right?
SFV Room 200B: Any questions?
SFV Room 200B: I like this case because, again, it gives you a picture into… oh, illusory promise, sorry, I forgot that. On page 100, second full paragraph, the court says.
SFV Room 200B: First, a reservation of an unrestricted right to terminate could have precluded RGR’s communication from considering an offer.
SFV Room 200B: as Corbine explains, if an offer… this is the key part… if an offeror expressly reserves not only the right to revoke the offer.
SFV Room 200B: at will or without notice, but also the unrestricted right not to perform, then the offer is not legally effective as an offer at all. What does the court mean by this sentence?
SFV Room 200B: Which is an illustory price.
SFV Room 200B: Say again?
SFV Room 200B: Oh, did somebody… what did the court mean by this sentence? How is this an illusory promise, if that was the case?
SFV Room 200B: Let me… let me try to change the facts just a little bit.
SFV Room 200B: So…
SFV Room 200B: Imagine you go to the car dealership, and you want to buy the car, and but you tell the dealer.
SFV Room 200B: Gina says, I’ll give you the car for $20,000 right now.
SFV Room 200B: And you say.
SFV Room 200B: I promise to buy the car if I want to today, maybe tomorrow, but I have the right to cancel this at any time without notice to you. You accept?
SFV Room 200B: If he says, I accept, you haven’t actually made an offer.
SFV Room 200B: You have made an illusory offer. It’s not an offer because you have the right, To revoke, cancel.
SFV Room 200B: not perform. If I want to means if I want to, I’ll do it. If I don’t want to, I don’t do it, meaning you are not committed. You haven’t made a manifestation of intent to be bound. You have made a manifestation of intent to maybe be bound, maybe not be bound, maybe today, maybe tomorrow.
SFV Room 200B: And so the court basically says, if you make a promise like that, it’s an illusory promise. That is not what happened here. If that was the case, the court literally would say, there is no offer.
SFV Room 200B: Yes. The example you just gave where, you know, you go to the dealership and you say, oh, maybe I’ll do it tomorrow, but, like, if I want to, why is that not a counteroffer if that wasn’t in the dealership? Is it still a counteroffer if you never intended to be bound?
SFV Room 200B: That’s the key question that I’m posing, right? If you say, if I want to, that means I may not want to. How is that an offer? Whether counter or otherwise, you don’t intend to be bound. Remember, the definition we gave was that you intend to be bound here and now.
SFV Room 200B: You may perform 5 years from now, no problem, but you agree to be bound by the terms of the contract right now.
SFV Room 200B: You may start performance building the house for the homeowner 10 years from now. No problem, so long as you commit it now.
SFV Room 200B: And that never happened. So the court basically here is saying, if I, RJR, had said, we can cancel this at any time, and we can actually, with or without notice, tell you that there is no more offers.
SFV Room 200B: That would be an illusory promise.
SFV Room 200B: But that’s not what happened here. They actually said what? I think we’ll…
SFV Room 200B: For the next 6 months? So the court basically says, not so fast. This is not an illusory promise. So even illusory promise is covered by this court, sir. If RJR had gone bankrupt, for example, and these people went to redeem them, there’s still a breach, right? There is a breach, but they probably wouldn’t know recovery because of the bankruptcy. Okay, so if there’s, like, they actually filed and everything there… Yeah. Okay, so…
SFV Room 200B: Okay. To that note, anytime you… if you… if you get a check.
SFV Room 200B: From the opposing counsel, or from an opposing insurance company, deposit immediately.
SFV Room 200B: We settled the case 20 years ago, and I never forget. We got $17,000.
SFV Room 200B: My boss left a check in a drawer or somewhere for, like, 3 weeks or something.
SFV Room 200B: We deposited the check then. The check bounced from an insurance company. The insurance company went belly up, they filed bankruptcy.
SFV Room 200B: And had we… I swear, we… we went to bankruptcy court. Had we deposited the check when it arrived, it would have cashed. So I… and I lost my commission on that, and I wanted to kill it.
SFV Room 200B: But I learned an important lesson. Don’t ever trust any insurance, I don’t care. Immediately deposit the check, or payment, because tomorrow, you never know what may happen tomorrow.
Rami Helo: You know what… do you remember what insurance company it was?
SFV Room 200B: One moment, please, on Zoom. Yes, ma’am. Don’t they have bonds? What happens when an insurance company goes… I don’t remember, because it was such a long time ago, I don’t know what happened. I think we ended up getting, like, $4,000 or $3,000, not the whole amount. We got peelings.
SFV Room 200B: I recently had a similar case, the insurance was going bankruptcy, it was in litigation. The defense counsel told us, oh, like, we’re about to go to file bankruptcy, like, this is what I have, it’s either you guys take it, or, I don’t know, so we just settle the case. And then, two months later, we followed up, and they really were in bankruptcy. Yeah, they did file bankruptcy. Yeah, they did file bankruptcy. Wow. On Zoom.
SFV Room 200B: Somebody had a question.
Rami Helo: Oh, I just, I just wanted to know what, if you remember what insurance company that was that went bankrupt.
SFV Room 200B: No, I don’t.
SFV Room 200B: I wish I did. No.
SFV Room 200B: I don’t remember, but it was a big insurance company. It wasn’t a little mom and pop-and-pop business, you know, it was a… it was a legitimate, grade A insurance company that I could not even believe it. I was like, this must be a joke. Like, when I heard it, I was like, this gotta be a joke. But it wasn’t. They went belly up, and I really wanted to kill my boss for…
SFV Room 200B: Leaving the freaking check, like, put your own checks in there, not mine. Agreeing to agree would be an example of illusory… Agree to agree is an illusory promise, absolutely. Yeah.
SFV Room 200B: Yeah, because again, you’re not being bound by anything. You’re saying, yeah.
SFV Room 200B: I’m saying, if I want to, I agree. If I don’t want to, I would agree.
SFV Room 200B: Which means nothing.
SFV Room 200B: Honey, would you marry me? Well, I want to, maybe, maybe not.
SFV Room 200B: Isn’t that a notary promise?
SFV Room 200B: You’re like, whoosh! Yeah. Could your boss have been liable in any way by not depositing that money to you?
SFV Room 200B: Probably not, you know, because, you know, I was a lawyer, and there was a… I brought the case in, yeah, but… but to the client, that was another story. We had to explain to the client
SFV Room 200B: That we didn’t deposit the check timely, and of course, my boss debited.
SFV Room 200B: Sorry, one more, like, obscure question. Does the offer, like, die with the offeror? Like, let’s say it’s… Yes, if the offeror dies, the offer dies with the offeror. Okay. Even in the case of a unilateral contract where performance is started?
SFV Room 200B: Well, you may have a case against the… once you start, then there is no longer an offer. Now you have an acceptance, or, sorry, the beginning of performance makes the offer irrevocable. That’s a different scenario. You probably have to sue the state. Got it. Right?
SFV Room 200B: But, you know, the guy’s dead. Yeah. But yeah, but if there is an offer that has not been accepted, or you haven’t begun performance.
SFV Room 200B: Once the offeror dies, the offer dies with you.
SFV Room 200B: Okay.
SFV Room 200B: Any other questions?
SFV Room 200B: Nope.
SFV Room 200B: Alright.
SFV Room 200B: If you want to know if RJR made actually made an offer, take a look at the bottom of the last paragraph on page 100.
SFV Room 200B: But I won’t beat it to death anymore. So let’s move on to… Problem number one.
SFV Room 200B: On page 100.
SFV Room 200B: Grandfather says to granddaughter, if you make,
SFV Room 200B: what is it? Pi, delta, Kappa, I will pay you $20,000.
SFV Room 200B: Granddaughter promises to attain membership.
SFV Room 200B: Is there a contract?
SFV Room 200B: You say, no, why not?
SFV Room 200B: Why not? I say yes. You say yes, unilateral.
SFV Room 200B: Okay.
SFV Room 200B: Why MS, why not?
SFV Room 200B: Yes, I say no.
SFV Room 200B: Because… the grandfather is… it’s a unilateral, and he’s asking for performance, but the granddaughter is saying, I promise.
SFV Room 200B: She just needs to perform. Anybody else?
SFV Room 200B: This is an offer to a unilateral contract, but it’s a nullity because she made a promise. She didn’t actually perform.
SFV Room 200B: Right? So, there is no contract.
SFV Room 200B: Number 2.
SFV Room 200B: On June 10, the homeowners executed an instruct… instrument, sorry, for the purpose of having the roofing company re-roof their residence. Oh my god, I see… I see lawsuit coming.
SFV Room 200B: The document contained all of the material terms, and in addition, the following permission. This agreement shall become binding only upon written acceptance thereof.
SFV Room 200B: or upon performance of the work, who makes… who makes an offer on this document? Does the offer invite acceptance by performance only, by promise only, or by either promise or performance?
SFV Room 200B: Yes.
SFV Room 200B: for this, I would say the…
SFV Room 200B: The promise wasn’t… or, like, the offer was made, by the homeowners, because…
SFV Room 200B: They said… One more time? The homeowners? The homeowners are making an offer? To the… So far, you’re correct. Yeah, to the roofing company, because they are the ones that made this,
SFV Room 200B: contract or whatever is, disagreement shall become binding. What is it inviting? What is the offer inviting? Acceptance or performance? I’ll say both, in the situation, like it says at the end, I would say it’s promise and performance, because
SFV Room 200B: First part says, this agreement shall be combining only upon written acceptance, so that’s, like, the I promise part.
SFV Room 200B: someone just has to sign, for example, upon the performance of the work, which is the performance part of the roofing company fixing the roof. Excellent, excellent. Very good. Yes, correct. Okay.
SFV Room 200B: Problem 3.
SFV Room 200B: A says to B, if you promise to rake my lawn today, I promise to pay you $25.
SFV Room 200B: B starts to rake in A’s presence. Is there a contract? Yes.
SFV Room 200B: If you tell me… if you give me an answer, you gotta tell me why. So, you gotta tell me why. I think it’s a bilateral contract.
SFV Room 200B: It was a promise that in return, and, performance
SFV Room 200B: And it was not just the performance.
SFV Room 200B: Give me a second, I lost my book. Yes. So…
SFV Room 200B: Sorry, I’m rereading you real quick.
SFV Room 200B: If it’s an offer to a bilateral contract, let’s, let’s try to…
SFV Room 200B: Understand. If it’s an offer to a bilateral contract, how could it be accepted?
SFV Room 200B: B, B promises for performance by, raking the lawn, and then A promises $25 in return.
SFV Room 200B: Okay, so if it’s a… again, if it’s an offer to a bilateral contract, can we all agree that it can only be accepted by an… Exchange of promises. Yeah, exchange of promise. So what happens
SFV Room 200B: When this person starts Performing.
SFV Room 200B: There’s no promise. What happens then? Is it an acceptance?
SFV Room 200B: You say no.
SFV Room 200B: I would say maybe there’s an implied acceptance?
SFV Room 200B: another A-plus student.
SFV Room 200B: I see him coming.
SFV Room 200B: Absolutely correct.
SFV Room 200B: There is no express acceptance, but there may be an implied acceptance. This is literally what I wrote in my notes, and it’s funny, because you just said maybe an implied… see?
SFV Room 200B: If you’re so fixed on black and white, You should become an engineer.
SFV Room 200B: You become a lawyer, but always say, baby. No, I’m kidding. But I’m not actually totally kidding.
SFV Room 200B: Like, I always… I literally say it depends.
SFV Room 200B: Like, people say, am I gonna go to jail? I’m like, it depends. But they’re like, you can’t give me an answer. No, I can’t.
SFV Room 200B: It depends. It depends on many factors.
SFV Room 200B: How good is the GA? How bad are the facts? How good I am? How sleep is the judge? All that stuff, you know, it’s an important… these are important things. Same thing here. There may be an implied acceptance because the performance is commenced
SFV Room 200B: But it didn’t just commence.
SFV Room 200B: The guy who made the offer…
SFV Room 200B: was present. He could have said, stop!
SFV Room 200B: I don’t want you to do anything. I wanted your performance. I don’t want you to touch anything. Don’t do it. Right? He could have said, he could have objected.
SFV Room 200B: But he didn’t.
SFV Room 200B: So, the beginning of performance here may create an implied acceptance, because, again, it happened in his presence, right?
SFV Room 200B: So we can conclude by B, remaining silent that he accepted Okay.
SFV Room 200B: I know, not so easy, but that’s why we’re going over these questions. Yes, sir? And if this was a con… or if this was a contract, then this would be an implied effect.
SFV Room 200B: On track, right?
SFV Room 200B: Well, the offer was made, by a statement, but, acceptance. The acceptance was at least implied. So, I would say the acceptance was by… by implication, right?
SFV Room 200B: Because, not by the conduct of the… of the person that started doing the war.
SFV Room 200B: it was B who was present. He should have spoken up as we did it. So he literally accepted, okay, you’re doing the work, you know? And if you think about it, doesn’t it make sense?
SFV Room 200B: Could you really screw the gardener when you say, if you promise to mow the lawn.
SFV Room 200B: I will give you $25. And the poor guy starts doing the work, and you say.
SFV Room 200B: Dude, I went to law school. You’re a gardener, I’m sorry, I’m not gonna pay you, because I asked you to give me a promise, you didn’t. You just did the work. I’m not paying you. Does that make any sense? No.
SFV Room 200B: Most courts would say, His stupid lawyer implied You could have said no.
SFV Room 200B: It’s not like you left.
SFV Room 200B: And he came back to do the work.
SFV Room 200B: outside of your presence. Tell me another story. I had no notice of the acceptance.
SFV Room 200B: Right?
SFV Room 200B: Okay.
SFV Room 200B: Or that he made an offer to me. Sorry. Because I have to receive and understand the offer. When he started
SFV Room 200B: doing the work, I wasn’t there.
SFV Room 200B: Okay. Question… what are we, 4? On January 2nd, A promises B to pay $7,500 if B paints the outside of A’s summer house at Point Lookout within 2 weeks from January 2nd.
SFV Room 200B: So, A promises B to pay $7,500 if B paints.
SFV Room 200B: the outside of the house, within 2 weeks by… from January 2.
SFV Room 200B: A further… A further states that this offer is open for 3 days.
SFV Room 200B: B makes no express promise, but begins the job on January 4th and completes it on January 9th. Is there a contract? No.
SFV Room 200B: Don’t know.
SFV Room 200B: Who said no? Sir? I think he breached the terms.
SFV Room 200B: breach the terms. Well, the answer to my question is… wait, hold on. The question is not breach, we’re talking about, is it a contract?
SFV Room 200B: Yes. So…
SFV Room 200B: You see what I mean? I’m not talking about breach right now. We’re talking about breaches next semester. We just want to know if it’s a contract. Is it a contract? Yes? I think it’s a unilateral contract, because it says a promise to pay $7,500 for… if it was done within 2 weeks from January 2nd. And then, on top, there was additional conditions, that the offer was opened
SFV Room 200B: additional 3 days. And, if we look at… and then it says he started on January 4th, so that’s within the 3-day period, and then it was completed on January 9, which fits the 2-week period. So, so his completion was the acceptance of the unilateral contract, which makes this an offer.
SFV Room 200B: There was definite terms.
SFV Room 200B: Well, okay, let’s… let’s make this… If… if this was a…
SFV Room 200B: final MBA question, I think most of you would get it wrong.
SFV Room 200B: this part that I’m about to say, not what you said.
SFV Room 200B: I’m not dwelling that at all.
SFV Room 200B: Tell me if this… is this a unilateral offer or a bilateral offer?
SFV Room 200B: I say it’s unilateral offer, right? Yes, sir. I think it’s unilateral, because he never said he had a promise to do it. Who says it’s a bilateral offer?
SFV Room 200B: Who has the… to say this is a bilateral?
SFV Room 200B: And why?
SFV Room 200B: Sir? The only way I would see that is if B promises back, but I don’t see anywhere in the fax that B… No, no, I’m talking about the offer, not his promise back. The offer itself.
SFV Room 200B: argue… somebody argue that this is a bilateral offer. He says he promises to pay.
SFV Room 200B: So…
SFV Room 200B: He says he promises, but is he looking for a return promise? That’s the key question that I’m asking you. I’m suggesting that this is a bilateral offer, ladies and gentlemen, and I want to know why.
Cameron Smith: Just because the act can’t be completed right there, and that it…
SFV Room 200B: You need a kind of promise to do it on that day. You’re warm. Very warm.
SFV Room 200B: very close.
S.Zahra Movassaghigilani: Is it because…
SFV Room 200B: That’s the better answer I’ve got in 9 years, on Zoom. Is it because that there’s, like, free day periods, so he can, like… Yes!
S.Zahra Movassaghigilani: Yes.
SFV Room 200B: When he says… Yes. When he says this offer is open for 3 days, he clearly implies that he wants a promise.
SFV Room 200B: He implies.
SFV Room 200B: Again, ladies and gentlemen, there is no black and white in law school.
SFV Room 200B: Always leave the door open for a possibility.
SFV Room 200B: when I started law school, and I mean this sincerity.
SFV Room 200B: I… I thought… first of all, I started my first semester part-time. I thought.
SFV Room 200B: If I get C’s, I’ll be lucky.
SFV Room 200B: Right?
SFV Room 200B: First semester, I had more amgur than anybody else in any of the sections.
SFV Room 200B: And it became obvious to me that the only thing I’m good at his argument.
SFV Room 200B: Honestly, I’m just being sincere with you.
SFV Room 200B: After that, I immediately started, not only full-time, but… Double full-time. I did it in two and a half years.
SFV Room 200B: Only because the only thing that I thought I was a little gifted in was
SFV Room 200B: to see nothing black and white. Some people can’t help. Those are the engineers.
SFV Room 200B: I’m told.
SFV Room 200B: I’m told. I’m not gonna tell you that I know more than they do. I don’t. But engineers see black and white 3…
SFV Room 200B: Lawyers are always the ones that say, well.
SFV Room 200B: A is going to argue this, and B is going to argue that. Then A is gonna argue this, and B is going to argue this.
SFV Room 200B: And when I look at this question.
SFV Room 200B: When you take a deep dive into it, that 3-day offer open for 3 days clearly implies that…
SFV Room 200B: It’s open for 3 days, but remember, this was… This was January 2nd!
SFV Room 200B: Right? Yeah, and he says,
SFV Room 200B: paid within 2 weeks from January 2nd, but then he says this offer is open for 3 days.
SFV Room 200B: What does he want in response?
SFV Room 200B: If you can perform within 2 weeks after January 2nd, but the offer only remains open for 3 days, which means you can respond to it
SFV Room 200B: Within 3 days, which makes it, by implication.
SFV Room 200B: A bilateral offer. Does that make sense?
SFV Room 200B: I know, you may be going, huh?
SFV Room 200B: No problem. That’s why we’re here.
SFV Room 200B: But I really want to open your eyes to not seeing things black and white. Please don’t jump at… and it doesn’t mean that you shouldn’t answer a question when you see it, but don’t be jumpy to say, no, it’s not, yes it is. Just… just wait for it, let it sink in. Go with… read…
SFV Room 200B: You gotta read every word and ask yourself, is this a red herring? And if it’s not, why is it there?
SFV Room 200B: I’ve said it before, maybe not in this class, but I’ve said it a million times. You gotta read every single word that you read carefully. That’s why we’re training ourselves by reading all these case laws in different
SFV Room 200B: classes, we’re training our mind to literally be able to read these cases within minutes, because in the practice, that’s really what required… I swear, if you would have seen the amount of work that I did today, you’d be like, there’s no way a human being can do that.
SFV Room 200B: But it’s all about the training, it’s about me doing it so many times that I literally, when I was opposing a motion, I’m reading it, and it was a very important motion. I’m reading it, and I’m looking at the case laws, and I’m like, wow, you know, I probably read 7 or 8 cases within an hour or so.
SFV Room 200B: Then, when I was taking a lunch break, which was only, like, 15 or 10 minutes.
SFV Room 200B: Literally. I was asking myself, am I too stupid? Why am I doing all this for?
SFV Room 200B: And then I was like, well, you know, I guess you’re good at it, so it’s okay.
SFV Room 200B: I justified the fact that I was reading like crazy, but… When you train your mind, You will become…
SFV Room 200B: You know, I can never do what you do.
SFV Room 200B: You’re trained to do what you do. If I do it, I’ll probably kill the guy, or kill myself. Seriously. Which one are you for? I’m talking to you. Yeah, I mean, as an example, right? I’m not a cop anymore. I don’t know what to do. It takes special training, all of you, whatever it is that you’re doing in your profession.
SFV Room 200B: Right? This, this is a training session right now.
SFV Room 200B: You shouldn’t be disappointed. I see some faces. They say, you should not be. This… we’re learning!
SFV Room 200B: That’s what we’re here for.
SFV Room 200B: That’s why we do, I did 1,700 questions.
SFV Room 200B: MBEs before I took the bar.
SFV Room 200B: That was nothing. Some people took 4,000, 5,000, I’m not joking.
SFV Room 200B: But I did 1700 in this way.
SFV Room 200B: I read the call of the question, I answered the question, even if I got it correct.
SFV Room 200B: I went and read the answer to see why did I get it correct.
SFV Room 200B: So I would never make the mistake of choosing the incorrect answer. But most of my friends, my law school friends, if they got the answer correct, they never read to understand why, they just moved on.
SFV Room 200B: And they’re like, oh, I did 3,000, you only did 1,700?
SFV Room 200B: And they failed.
SFV Room 200B: They may have done it correctly. I’m not… this is not easy. I was lucky.
SFV Room 200B: But you get my point? I did 1700 intellectually, like, detailed as to why I even got something correct, so I don’t make the mistake. Why did I do 1700? Because of this little stuff.
SFV Room 200B: These things will show themselves in MBEs when you do them. You do the MBEs, you read the correct answer and the wrong answers, and you go, oh, wow, I didn’t know that.
SFV Room 200B: And hopefully it registers in here, so you don’t make that mistake again.
SFV Room 200B: And that’s why I’m spending all this time on this one question, just the first paragraph, to tell you that one paragraph
SFV Room 200B: Is not what you think we just covered.
SFV Room 200B: We just covered it. And you may be correct!
SFV Room 200B: But you’re not. I am.
SFV Room 200B: Make me feel worse. No, I’m kidding. Go ahead. If this exact question was on the bar.
SFV Room 200B: One… one of the letters says unilateral, and the other one says bilateral because he implied for a promise. Which one would be a better answer? I would go with bilateral.
SFV Room 200B: I would go with bilateral because, again.
SFV Room 200B: the 3 days leaving it open for 3 days didn’t mean that you can come and finish the work in 3 days, right? Because he could do it within 2 weeks of January 2nd, right? So clearly, he wanted a response.
SFV Room 200B: Other than performance.
SFV Room 200B: But even though the language is… it says, paints. But so what? When a court reads it, the court says, not so fast, brother.
SFV Room 200B: You actually wanted the return promise.
SFV Room 200B: Not performance. Otherwise, you would have said.
SFV Room 200B: The only way you can accept my offer is by painting the house within 2 weeks of January 2nd. Thank you, goodbye.
SFV Room 200B: But you didn’t say the only way. You left the door open, and then on top of that.
SFV Room 200B: You said this offer is open for 3 days, implying that I can accept it by calling you and saying, hey, bro, I accept.
SFV Room 200B: Get it?
SFV Room 200B: But in such case, his performance is what makes him so successful. Sure, if he would perform, or begin to even perform, he would make the offer irrevocable. Yes.
SFV Room 200B: Yeah. Okay. By the way, Is this offer open for 3 days?
SFV Room 200B: Now that we are trying to become lawyers.
SFV Room 200B: He says the offer remains open for 3 days. Is it open for 3 days? If yes, why? If no, why?
SFV Room 200B: Maybe on the second day, he cancels the offer, can he?
SFV Room 200B: You’re asking me, I’m asking you. I’m making comments. I get paid to do this now.
SFV Room 200B: I get big bucks to say this!
SFV Room 200B: Is the… can the offer… is the offer open for 3 days? Isn’t this, like, open until the offer for 3 days? Excuse me? It’s, like, you know, mutual offer for 3 days, like, you can cancel any time? No.
SFV Room 200B: You tell me. That’s the question I’m asking all of you. Is the offer open for 3 days, based on everything we’ve studied so far? No. I would say no. Why not? You’re correct. Why not?
SFV Room 200B: I would argue, like, she’s the A, or whoever, like, the homeowner is that needs this house painted. How can an offer be open?
SFV Room 200B: We talked about it. How, under what conditions can an offer be opened?
SFV Room 200B: What are you supposed to do for an offer to remain open?
SFV Room 200B: Not accepted.
SFV Room 200B: No.
SFV Room 200B: Consideration! Remember?
SFV Room 200B: We said merchant firm offer. A merchant
SFV Room 200B: can send a signed writing to say this offer remains open, and I said under the UCC,
SFV Room 200B: No more than what?
SFV Room 200B: You don’t remember any of it.
Fatemeh Razavi: Three months.
SFV Room 200B: There you go!
SFV Room 200B: There you go. So even if a merchant firm offer says, the offer remains open for 120 days, it is not.
SFV Room 200B: It’s capped by statute.
SFV Room 200B: But this… This is a common law question, right? And under the common law.
SFV Room 200B: The offer doesn’t have to remain open. It’s below me. Unless you say, here’s a dollar, keep the offer open for 3 days.
SFV Room 200B: then they have to keep the author open for 3 days, right? It’s called option contract.
SFV Room 200B: Have you not seen leases? You may have seen leases, right? You lease a place for 5 years with an option.
SFV Room 200B: The… for the option, it literally says the signing of the lease is basically the consideration for this option that I can exercise at that time, at this price.
SFV Room 200B: So, even though he says this offer is open.
SFV Room 200B: Before it’s accepted, he can say, I revoked my offer. Nothing you can do about it.
SFV Room 200B: It’s not open.
SFV Room 200B: Get it? But it’s open as long as…
SFV Room 200B: he hasn’t revoked him. So if he says, I accept, too late.
SFV Room 200B: It’s over. Yes. I was gonna say, I don’t know if this analogy makes sense, but is it the concept of, like.
SFV Room 200B: When a poker player throws in a chip for time. I don’t play poker. Oh, I don’t. I’m sorry.
SFV Room 200B: You have the best examples, but I don’t own a sports team, I don’t gamble, I really don’t know. But, so, how is it? Tell me. So, let’s say, like, you’re in a tournament, right? And there’s a time limit for a player to, you know, say whatever they want to do, fold, raise, if they’re running out of time. I didn’t even know there’s a time limit. Yeah, in professional games and stuff, but to buy time, you could usually throw in whatever increment they’re using, like, $5,
SFV Room 200B: Let’s say, and they call time, and it gives them, like, an additional 30 seconds to make their move.
SFV Room 200B: That’s why I was saying, would it be something like this, you know, giving that dollar amount or whatever to keep that offer? Well, I don’t know about that, but literally, when you pay a consideration to keep that offer open, the offer remains open.
SFV Room 200B: Okay, so whatever the consideration may be. Sometimes, that consideration is illusory.
SFV Room 200B: It’s fake. Like, one penny. You know, most courts would say, that’s not real incarceration, that’s baloney.
SFV Room 200B: But… but it literally could be, like, $5, $10, depends on all the circumstances, like I said. Depends on how you argue it, right? Maybe past relationship of the parties may be important.
SFV Room 200B: Right? That they did business together for many, many years.
SFV Room 200B: Right? And they did it exactly in this manner in all the prior years. Now one of them wants to get out of this and says, oh, this is not… this is not a consideration, Your Honor, this is a joke. And the court says, but you did it for 20 years!
SFV Room 200B: How come you never come play before? Bullshit!
SFV Room 200B: I’m gonna hold you to it.
SFV Room 200B: Get it? Yeah. All right, good. And consideration doesn’t have to be monetary, right? It could be something… For now, I would say it could be any form of consideration that is worth something.
SFV Room 200B: Right? Like, the definition of consideration that I gave, right? Which is what? This for that, bargain for exchange. You gave, you gave up something in exchange to get this offer, keep it, remain open for 3 days, right?
SFV Room 200B: Okay? Unless there are any questions, I’ll let you bail. It’s 9-16.
SFV Room 200B: I’ll see you next week.
S.Zahra Movassaghigilani: Mr. I have a question.
SFV Room 200B: Yes.
S.Zahra Movassaghigilani: Is it possible to put some samples from, like, midterms or finals from previous semesters, for us to, like, write essays? Because some of the professors.
SFV Room 200B: So, near the end of the semester, I will do that. Not now. Near the end of the semester, yes, of course. Planning. We will be planning.
SFV Room 200B: Hi, Professor.
Karia Salazar: I have a question.
Adreanne Kumamoto: Christian.
SFV Room 200B: Good night, everybody.
SFV Room 200B: Did somebody have a question on Zoom?
SFV Room 200B: Did somebody have a question on Zoom?

Main

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Session 06

Contracts - Session 06

Transcript

Main

Outlines

Class Notes

Class Transcripts

​Contracts - Session 06

​Transcript

Contracts - Session 06

Transcript