Contracts - Session 09

Transcript

SFV Room 200B: It’s a culmination of books.
SFV Room 200B: Can I ask you a question? I was kind of outlining with the flashcards that we have on D2L, and there was a term, I think it was reformation? Reformation. I was wondering if that’s a…
SFV Room 200B: defense, the formation of a contract. Because it was kind of out of…
SFV Room 200B: It came after the seven contract defenses to formation. Do you have a definition for that? Yes. Tell me. Both parties are free to unilaterally reform a mistake in the writing to reflect the true terms of the contract.
SFV Room 200B: So, could it possibly be used as a defense?
SFV Room 200B: Sure.
SFV Room 200B: If one can prove
SFV Room 200B: plead and prove that they did actually enter into a valid reformation. The original contract is of value anymore? No.
SFV Room 200B: So, could it? Sure.
SFV Room 200B: Thank you, Chris. Of course. I mean, you honestly answered yourself.
SFV Room 200B: Now I know why he wants that desk.
SFV Room 200B: iPad going, and locked up, and…
SFV Room 200B: Man, you’re like me, I got, like, 3 screens at work. Me too. Everybody tells me, do you need… I’m like, yeah, I do. I don’t even understand how we did it before I was with one screen. Yeah. I mean, I did it until 3, 4 years ago, I think. And now, without them, like, I can’t work. I just can’t. Even at home, I have, like.
SFV Room 200B: Two huge screens in the… It’s too hot.
SFV Room 200B: Sometimes I find that something not to be enough. Exactly, for each one. Even the court is doing that. The bench view, bench used to be just one screen, now it’s two screens, which is really cool.
SFV Room 200B: But the judge can scan your ticket, they can see everything about the ticket, you, all that stuff, and then on the other screen, watch the video.
SFV Room 200B: The guy here? These people? No, I think they went to… I think they are doing a mock… I was told that they are doing a mock deposits.
SFV Room 200B: And one of my students is the witness statement here. You could, you could, like, sign up for it, finish your first year, and then based on your, like… Yeah, well, we have, we have mock trials here, we have, wood court, I would strongly work attending the court here, because, as you
SFV Room 200B: probably already know, our school beats most other schools. I saw that it was, like, almost every year. So I think, you know, that’s the professor who’s here right now, actually.
SFV Room 200B: He’s always here on Mondays.
SFV Room 200B: He’s next door. I strongly recommend… I went to Mood Boys. It was a phenomenon. You did a 3-year or a 4-year? How’s your car shopping going, Professor? I was going. You got the voice here?
SFV Room 200B: Begin.
SFV Room 200B: I bought a car on Sunday. On Sunday, I picked it up on Sunday. No, no sports car. I have sports car. I need it, I need an SUV. So I got the Cayenne S, which is a beast.
SFV Room 200B: What color? Arctic gray. You okay with it today? Yeah, yeah. White interior, right? With chalk interior, yeah, chalk and black. Which is very rare, that’s why I had to do it over the weekend, and…
SFV Room 200B: It was my anniversary, 11th year anniversary, and my wife was like, again, for asking, on my birthday, you bought it for yourself. It’s all for you! They told me that that color is only… there’s only two of them available in Southern California. No, in the entire…
SFV Room 200B: I need that one.
SFV Room 200B: And I got 15,000, which comes, yeah.
SFV Room 200B: It’s very random, bro, it’s not like GPS. No, no, no, I wasn’t… No, 9-11, I haven’t. So now, I thought you were in here, like… No, that was your… No, that was a loan.
SFV Room 200B: I still have the loaner, it’s not helping. I don’t know why I thought the one you came in today… No, today, that’s the new S.
SFV Room 200B: Why did I see my Navy? You saw Navy? Yeah, no, I saw that.
SFV Room 200B: Anyway, but damn, it’s so much money these days, it’s insane.
SFV Room 200B: Because if you do what I do, you gotta re… There you go. It’s ridiculous. I swear to God. It’s ridiculous. It’s expensive.
SFV Room 200B: One isn’t enough. I’m sorry. That’s the best one. That’s the one you want? Well, you’re in the right place.
SFV Room 200B: It’s true. I don’t know what is it about Armenians, they all have GT3 RX. I swear to God. They’re all, like, Michael, come with me this week, because the other one says, come with me. They’re all salvaged. They’re all salvage? Salvage. All salvage titles. Well, I know two of them, I won’t name names, but two of them are Lemons. But I, you know, I tell you, I drove one.
SFV Room 200B: It’s sick! You don’t see lemon in years. It’s crazy. You know?
SFV Room 200B: Who can go from this.
SFV Room 200B: Oh, sorry. It’s for me, never, it’s never over. I’m already thinking of the next time.
SFV Room 200B: You know, people gamble, people do crazy things, you know, I don’t. This is the only crazy thing I do. Well, that and this. Oh, yeah, I got, like, yeah, I just wanna… I’ll bring them next time. Yes.
SFV Room 200B: That’s another sickness. No form, everybody.
SFV Room 200B: Yes, it is. That’s, that’s what I tell myself. Okay, so first of all, good evening, everyone. I apologize for having to cancel last week.
SFV Room 200B: I had no babysitter, my wife was sick, and I had to take care of my baby, so I apologize in advance. I don’t lie to you guys and say, oh, I was in trial. There was no such thing.
SFV Room 200B: On the board, on the whiteboard, if you don’t see it on Zoom, I will announce it. Please pay attention, everybody. We have two makeup classes. November 8th and November 15th.
SFV Room 200B: I wanted to start as early as 9 o’clock, but they told me, you know, there’s always an issue with security in this building on weekends. And there was one occasion where I had to cuss the guy out really bad, so…
SFV Room 200B: We decided to do it at 10 o’clock, because the other class, the constitutional law class, is at 10 o’clock on Saturday, so there’s not going to be an issue. We’re going to be in this classroom, live, and also on Zoom, so if you want to be on Zoom, fine. If you want to come down here, wonderful, I’ll be here.
SFV Room 200B: So, November 8th at 10 a.m, November 15 at 10 a.m. sharp. These are mandatory. These are not invitations.
SFV Room 200B: that I just put on the board, you’re required to… you’re required to attend
SFV Room 200B: as part of your 15, 45 hours, or whatever, 15 sessions, 45 hours of State Bar required classroom instruction.
SFV Room 200B: If you’re not here, obviously, just like any other session, you’ll be marked absent. If you’re not on camera, you will be marked absent.
SFV Room 200B: So just all the other rules apply, okay? I’m guessing that by November 15,
SFV Room 200B: He would be doing full review.
SFV Room 200B: So, that’s what I think is gonna happen. So, I think on 15th, and maybe there was a date right before that, or right after that.
SFV Room 200B: We’ll do it. I’m hoping to do two sessions of
SFV Room 200B: full review, you know, prior. Also, I think Dean Frickberg has a review coming up, two of them, right? We did one last summer. How was it? It was really good. Good.
SFV Room 200B: Good. Yeah, he’s gonna do another one, I think, on the 22nd? October 22nd. Yeah, he’s… so make sure you go through that.
SFV Room 200B: Sorry to rule your Saturdays, but hey, it is what it is, right? We have to do it.
SFV Room 200B: Alright, let me fall roll.
SFV Room 200B: About 44 people on Zoom.
SFV Room 200B: Mauricio’s gonna put all the information about those two makeup classes.
SFV Room 200B: on Zoom… on D2L shortly, and then if there is any,
SFV Room 200B: anything that I want you to do ahead of time, like maybe a practice exam or something, it will be on D2L with clear instructions.
SFV Room 200B: But I usually do them in class, okay?
SFV Room 200B: Ruben Arjajanian? Here.
SFV Room 200B: Roberto Campos? Here. Marco, Kanidowski.
SFV Room 200B: Marco Danilovsky.
SFV Room 200B: Brianna, Gamaro-Estrada? Yeah.
SFV Room 200B: Joseph Pageian? Here.
SFV Room 200B: Robert Nazarian?
Robert Nazarian: Here, Professor.
SFV Room 200B: Gohar Petrosian? You’re a professor. Danny Ramirez? Here. Armin Zakarian? You’re a professor.
SFV Room 200B: Joshua Zone. You’re a professor.
SFV Room 200B: Lucine Abrahamian?
Lusine Abrahamian: Here.
SFV Room 200B: Surin Abrahamian? Here.
SFV Room 200B: Admin Eddie Adelian.
Edwin Aghilian: You’re a professor.
SFV Room 200B: Daniel Armin?
danielarmin: You.
SFV Room 200B: Armin Rashian?
Armen Bashian: Yes, good evening, Professor.
SFV Room 200B: Good evening. Franz Biambi?
SFV Room 200B: Franz Fiambi?
SFV Room 200B: Victoria Briones.
Victoria Briones: Here.
SFV Room 200B: Young Fernando, Saligon Hernandez? Here.
SFV Room 200B: Eugene… Here. Juan Estraza? Escarza. Here.
SFV Room 200B: Josue Flores.
Josue Flores: Here, Professor.
SFV Room 200B: Anna, Altsian?
SFV Room 200B: Ana Galazian?
SFV Room 200B: Sona Kazarian?
Sona Ghazaryan: Here, Professor.
SFV Room 200B: Kevin Bolobarski?
Kevin Golovaty: Here.
SFV Room 200B: Cesar Gonzalez.
Cesar Gonzalez: Here, Professor.
SFV Room 200B: hospitalities?
Paul Gonzalez: Beautiful.
SFV Room 200B: Rodney Galove?
Rami Helo: Here, Professor.
SFV Room 200B: Oren Hernandez-Vazquez.
Karen Hernandez: Here, Professor.
SFV Room 200B: Ruben Hunanian.
Ruben Hunanyan: Here, Professor.
SFV Room 200B: Great job, Karayan.
Rita Karaian: Here, Professor.
SFV Room 200B: Caribbean?
LIANNA KARIBYAN: Here.
SFV Room 200B: Prigor Kasabian? Hello, Professor. Hello.
SFV Room 200B: On mute. Tired.
SFV Room 200B: Haro Pushkariyan?
Karo Koshkaryan: Here, Professor.
SFV Room 200B: I’m studying the same.
SFV Room 200B: Maglena Kushkarian?
Maddy Kosh (2): Here, Professor.
SFV Room 200B: Adrian, Kumamoto?
Adreanne Kumamoto: Here, Professor, hi.
SFV Room 200B: Cynthia Logger?
Cynthia Llauger: Thank you, Professor.
SFV Room 200B: Jason Makarian?
Jason Makaryan: I’m present, online.
SFV Room 200B: Sabrina Malecon?
Sabrina Malekan: Here.
SFV Room 200B: Arthur Maslumian?
arthur mazloumian: Here.
SFV Room 200B: Jana Masmanian?
Yana Mazmanyan: Hi, Professor!
SFV Room 200B: Arman Mirzoyan? Here. Perfect.
SFV Room 200B: Say it, mobile Seri Filani?
SFV Room 200B: Ms. Gilani?
SFV Room 200B: Laura Moradian?
Laura Muradyan: Here.
SFV Room 200B: Sebastian Nazar? Here.
SFV Room 200B: Leoni Nazarian? Here.
SFV Room 200B: Delona Nazarian.
Elona Nazaryan: Here.
SFV Room 200B: Armanda Odin.
Amanda Oden: Here.
SFV Room 200B: Mossi Oyaga?
Masie Oyaga: Here…
SFV Room 200B: Alexander… Pope Gretzky.
Alex Poberezhskiy: Here.
SFV Room 200B: Jasmine Porzanjani?
Jasmine Pourzanjani: Here…
SFV Room 200B: Tina Razavi?
Fatima Razavi: Hello, Professor.
SFV Room 200B: Oh.
SFV Room 200B: Janique, re-read?
Yanique Reid: Here, Professor.
SFV Room 200B: Savara Safaria.
Sevada Safarian: Here, Professor.
SFV Room 200B: Isabelle Salazar.
Isabel Salazar: Here.
SFV Room 200B: Corina Salazar Maria.
Karia Salazar: Here.
SFV Room 200B: Daniel Sheck.
Daniel Sheck: Bye, Professor.
SFV Room 200B: Alright.
SFV Room 200B: Susie…
Suzy Shkhrdumyan: Good evening, Professor.
SFV Room 200B: Good evening. Cameron Smith.
Cameron Smith: Here, Professor.
SFV Room 200B: Yesenia Surya.
Yessenia Soria: Yeah, Professor.
SFV Room 200B: Annabela’s Sullah.
SFV Room 200B: Sudah here.
Anabella Sulahian: You’re a professor.
SFV Room 200B: It’s, tervasis.
Clarissa Terrazas: Here.
SFV Room 200B: Daniel, toklungian.
Daniel Toukhlandjian: Here, near, proposal.
SFV Room 200B: Arthur… What’s Kercian here?
SFV Room 200B: Madon, Madonna, you don’t… Damn.
SFV Room 200B: Almost at any given month.
SFV Room 200B: Anybody’s name I didn’t call.
SFV Room 200B: Oh, so finally everybody got onto the roster, huh?
SFV Room 200B: Marco Danilovsky.
SFV Room 200B: absent.
SFV Room 200B: Franz Biombe.
SFV Room 200B: Absent. Anna Galtzian, absent.
SFV Room 200B: Speak up, or hold your peace. Ms. Kelani.
SFV Room 200B: Absence.
SFV Room 200B: All right.
SFV Room 200B: Okie dokie. So, finally, we’re gonna talk about… what are we gonna talk about?
SFV Room 200B: Consideration. Consideration. Hallelujah.
SFV Room 200B: So, what is a consideration? We did say, previously.
SFV Room 200B: That a contract involves an offer, acceptance, consideration.
SFV Room 200B: We talked about the offer. We talked about acceptance.
SFV Room 200B: Now we’re talking about consideration. Consideration, in my opinion, is the glue
SFV Room 200B: That binds the offer and the acceptance together. Makes it a contract.
SFV Room 200B: Without consideration, Or a consideration substitute.
SFV Room 200B: Without consideration, or a consideration substitute, you do not have an enforceable contract.
SFV Room 200B: You may have all the agreements in the world, but if there’s no consideration, You got nothing.
SFV Room 200B: Pretty much, as far as an enforceable contract, right? Again, consideration, or consideration substitute.
SFV Room 200B: We did say…
SFV Room 200B: again, previously, as a… for review purposes, an express contract, I said, is a contract in which the offer, acceptance, and consideration are all expressly stated by the parties.
SFV Room 200B: Is an express contract? Does it have to be in writing?
SFV Room 200B: No. An express contract can be oral entirely, okay? Or it can be right. An implied contract, we said, or what? Implied contract… implied in fact contract is a contract which is
SFV Room 200B: Which they offer acceptance or consideration is evidenced by the party’s actions rather than words.
SFV Room 200B: Okay?
SFV Room 200B: body’s actions rather than words, and that’s an implied contract. So, you can see in that all the definitions, this consideration keeps popping up.
SFV Room 200B: Okay?
SFV Room 200B: Also, when we talked about merchant firm offers, 2-205, ladies and gentlemen, which is…
SFV Room 200B: Which is… which also involves consideration.
SFV Room 200B: We said, an offer by a merchant, not merchants. Both parties don’t have to be merchants.
SFV Room 200B: One of them has to be merchant, the offer will.
SFV Room 200B: An offer by the merchant to buy or sell goods in a signed writing, which by its terms gives assurance that it will be held open, is not revocable for lack of consideration.
SFV Room 200B: Remember that? Which means…
SFV Room 200B: That is a consideration substitute. What is a consideration substitute, based on what I just said? I’m sorry, stop what? The statute.
SFV Room 200B: The statute, the statute says 2-205 says.
SFV Room 200B: No consideration needed. So one of the substitutes Two consideration is…
SFV Room 200B: laws, statutes. In this case, here’s 2-205 that says you don’t need consideration, right?
SFV Room 200B: Okay. Now… The definition for consideration.
SFV Room 200B: Consideration is a bargain for exchange Involving a legal benefit For a legal detriment.
SFV Room 200B: Okay, sir.
SFV Room 200B: Consideration is…
SFV Room 200B: A bargain for exchange involving a legal benefit for a legal detriment. Yes, ma’am? We’ve done this already. I’m sorry? We’ve already done this. Done what? The consideration.
SFV Room 200B: I have all the rules. You’re just recapping. I am recapping. Yeah, because we’re going to do the cases, and I just want to make sure that if you do the cases.
SFV Room 200B: Nobody’s gonna come and say, yeah, it wasn’t here, I didn’t know what I did. Professor, is your black letter law the same as the ones we have on the flashcards? It depends. Sometimes the black letter law I get off the flashcards, sometimes I get it off of other sources, it really depends.
SFV Room 200B: Okay. So, here it is. It is literally the flashcard. Yeah, but a lot of times you may see that I…
SFV Room 200B: Get my information from other sources.
SFV Room 200B: many of them are from case laws. I just look at a case law, and I… I think I’ve mentioned in this class, I go, if I were you, I would write that in my notes, right? When a judge comes up with an amazing
SFV Room 200B: definitions, why not? Let’s use it, right? And a lot of them are integrated into the flashcards. By the way, the flashcards you guys have is not exactly what I have. Mine, is far longer.
SFV Room 200B: Unfortunately, but… but that’s because I just put almost everything in there. All right, so, consideration for, if there is no consideration, what are the consideration substitutes?
SFV Room 200B: Can anybody tell me? Promise Kapo is basically our last resort.
SFV Room 200B: Right? Right. Last resort, yes. 2-209. Modification. 2-209, modifications under the UCC. Does not require consideration? What? How? As long as the parties act in good faith. Act in good faith, very good. So you can see that, as I said before.
SFV Room 200B: Under the UCC, the rules are no longer what was under the common law. Absolutely necessary for a contract to survive.
SFV Room 200B: and moral obligations in minority of jurisdictions. Have I lectured about minority of jurisdictions already? I don’t think so. I don’t think I have. So, now I’m going to jump into all of that.
SFV Room 200B: So… Again, as… just for reference, an agreement modifying a contract within Article 2
SFV Room 200B: which is under the UCC, does not need consideration to be enforceable or binding as long as the parties acted in good faith, right?
SFV Room 200B: Moral obligations. Moral obligations, and we have cases on it, you will see, but moral obligations are only for a minority of jurisdiction. This is not the prevailing view.
SFV Room 200B: Some courts… A minority of points.
SFV Room 200B: Believe that a moral obligation substitutes, or may substitute for, consideration, okay?
SFV Room 200B: More so, even though this one is also a minority of jurisdictions, but more so with unforeseen difficulties.
SFV Room 200B: unforeseen difficulties.
SFV Room 200B: A modification, and I’m reading from the flashcards, a modification in a minority of jurisdictions
SFV Room 200B: Will not need new consideration.
SFV Room 200B: as long as…
SFV Room 200B: Number one, Neither party has fully performed.
SFV Room 200B: Number two… The difficulties were unforeseen.
SFV Room 200B: From the formation stage of the contract.
SFV Room 200B: The difficulties were unforeseen.
SFV Room 200B: From the formation stage of the contract.
SFV Room 200B: And number 3, The resulting modification is fair and equitable, and I believe we have cases on that.
SFV Room 200B: Now, what does all this mean?
SFV Room 200B: Unforeseen difficulties, a modification in a minority of jurisdictions.
SFV Room 200B: Sorry, what was the last part? I’m gonna read the whole…
SFV Room 200B: A modification in a minority of jurisdictions.
SFV Room 200B: Will not need new consideration as long as, number one, neither party has fully performed.
SFV Room 200B: Number two, the difficulties were unforeseen at the formation stage.
SFV Room 200B: And number 3, the resulting modification is fair and equitable.
SFV Room 200B: Yes, sir.
SFV Room 200B: If we were in a common law, would this not work?
SFV Room 200B: I’m sorry, what was that again? If we were in a common law… Sure, of course it would work. Absolutely. This is a minority of jurisdictions. Has nothing to do with UCC.
SFV Room 200B: This is not a UCC rule.
SFV Room 200B: It is not a UCC, it’s a good question. This is not a UCC rule at all.
Cameron Smith: Sorry, Professor, what was the description of what those three things are again?
SFV Room 200B: I’m going to tell you what the description.
Cameron Smith: Oh.
SFV Room 200B: the…
SFV Room 200B: I want to emphasize, this is not a UCC rule, it’s good across the board, but only in a minority of jurisdictions, okay?
SFV Room 200B: So… The most important is…
SFV Room 200B: Obviously, we know that neither party has to have fully performed, because if they did, well, the obligation is done and over with, you know, what’s the point of modifying anything? It’s already done.
SFV Room 200B: So, if neither party has fully performed, the question that we usually test you on is item number two, which is the unforeseen difficulty.
SFV Room 200B: Unforeseen by whom?
SFV Room 200B: a reasonable person. Excellent answer.
SFV Room 200B: by a reasonable person. Not that Joe Schmoe, that defendant, or Jim Bamboo, the plaintiff, didn’t see it, we don’t care what they saw or didn’t see. We only care what would a reasonable person
SFV Room 200B: have to… now, I tell you.
SFV Room 200B: unforeseen difficulties, if I’m in a criminal proceeding.
SFV Room 200B: an unforeseen difficulty may be something that I may have to see as a lawyer, as a criminal lawyer, right? So my duty is heightened.
SFV Room 200B: my state of awareness under the law is literally heightened. The prime example is… A development.
SFV Room 200B: The developer says, I bring the developer to my land in…
SFV Room 200B: Baker, California, and say, hey, listen, I want you to make a 10-story for me.
SFV Room 200B: And he says, great, no problem.
SFV Room 200B: Six months later, he comes and says, oh!
SFV Room 200B: Guess what? We have some gases on the ground. I had no idea there were gases on the ground.
SFV Room 200B: And upon further investigation, we find out everybody has gas in those areas underground.
SFV Room 200B: He should have known, he should have seen me as a developer, right? He didn’t.
SFV Room 200B: Is that unforeseen difficulties in the eyes of the court as to him? No.
SFV Room 200B: He had an obligation to know that information, or at least ascertain that information. Yesterday, or the day before yesterday, I learned that in West LA, West Los Angeles, we have
SFV Room 200B: methane gas or something underground, everywhere. If you want to build something, you’re supposed to
SFV Room 200B: first, do some piping or something, you know, to get rid of the gas, am I right? That’s what I was told. I’ve actually heard that from a developer.
SFV Room 200B: Friend of mine.
SFV Room 200B: I didn’t know that. I’m not supposed to know that.
SFV Room 200B: But a developer probably should know that. A contractor should know that, right? So when we test you on this, we probably are going to throw in some information about this individual to see.
SFV Room 200B: So the reasonable person may be translated into a reasonable contractor.
SFV Room 200B: Right? A reasonable lawyer. A reasonable doctor.
SFV Room 200B: Right?
SFV Room 200B: Obviously, when you show up in ER,
SFV Room 200B: Right? And you’re fighting for your life, God forbid. An ER doctor is held at a higher standard than a regular MD.
SFV Room 200B: 100%. Why? They have to go through freaking 4 years of… my brother-in-law has just finished that.
SFV Room 200B: four years of hell to become an ER… what is it? Emergency doctor, right? Emergency physician, right? As opposed to some of the others didn’t do that. They went into family medicine. If they happen to be in the hospital, and they go, doctor, doctor, help this guy!
SFV Room 200B: You may die, and he or she may escape liability, because his duty is only of the duty of a regular MD.
SFV Room 200B: You know, no disrespect to a regular MD, you understand? But an ER doctor, a gynecologist, right? Highest duty of care when it comes to childbirth. That’s why they don’t just bring any doctor in.
SFV Room 200B: So if he tests you like that, you would have to be aware of the fact that, oh, okay, this is a specialty.
SFV Room 200B: That’s a reasonable standard.
SFV Room 200B: Not just an ordinary individual or an ordinary doctor.
SFV Room 200B: Right? Not a family medicine doctor, but an OBGYN doctor.
SFV Room 200B: Right?
SFV Room 200B: So… Of course, the result of the modification has to be fair and equitable.
SFV Room 200B: Okay.
SFV Room 200B: Let’s see, what else did I want to talk about?
SFV Room 200B: Oh.
SFV Room 200B: Accord and satisfaction.
SFV Room 200B: According to their satisfaction.
SFV Room 200B: Hmm, I’ll talk about that a little later.
SFV Room 200B: We talked about moral obligations in a minority of jurisdictions, unforeseen difficulties, again, in a minority of jurisdictions.
SFV Room 200B: 2-209 promises stoppel
SFV Room 200B: All right? But I also want you to add in your notes, because if you’re looking at the flashcards, you may not have this in there. I want you to add in your notes
SFV Room 200B: Merchant firm offers.
SFV Room 200B: Merchant firm offers that have no consideration attached to it, nevertheless, fully enforceable.
SFV Room 200B: Is that 2-205? 2-205, yes.
SFV Room 200B: Okay? Merchant firm offer. So I would… I would add… excuse me? You said they have no offers tied to them? No consideration tied to it, remember? It says that no consideration is needed as long as you meet the requirements of 2-05, right? So a merchant firm offer, I would add… it’s one of the things that I…
SFV Room 200B: Consider, when we’re talking about,
SFV Room 200B: Consideration, because if you miss it, and it’s there.
SFV Room 200B: sad, right? We want to make sure we don’t miss it. A lack of consideration, right? Yes. So, you… just make sure that if there is a merchant firm offer, you don’t say, oh, there’s no consideration, there’s no contribution. No, it’s not. That’s not true.
SFV Room 200B: As long as it meets the requirements of 2-205, you should be able to find a valid offer that may have been accepted.
SFV Room 200B: Okay?
SFV Room 200B: Accord and satisfaction.
SFV Room 200B: Let me read it to you.
SFV Room 200B: According to satisfaction is a form of modification, it’s a special form of modification.
SFV Room 200B: where consideration is supplied by a dispute involving an unliquidated debt. I’m going to talk about it, trust me. Just take the notes down, and I’m going to tell you what that all means.
SFV Room 200B: This is Accordance. Accord, like Honda Accord. Accord and satisfaction. Oh.
SFV Room 200B: important satisfaction.
SFV Room 200B: According to satisfaction is a specialized type of modification.
SFV Room 200B: Where consideration is supplied, By a dispute, a genuine dispute, involving an unliquidated, meaning
SFV Room 200B: And money that is owed, unbequeated debt.
SFV Room 200B: Accord It is, an offer
SFV Room 200B: The court is an offer, and cashing that check or that payment is the satisfaction.
Cameron Smith: Professor, could you give that definition one more time, please?
SFV Room 200B: Of course.
SFV Room 200B: According to satisfaction, a special form of modification.
SFV Room 200B: Where consideration is supplied by a dispute involving an unliquidated debt.
SFV Room 200B: A court functions as an offer, and cashing the check
SFV Room 200B: is satisfaction. It’s a form of acceptance. So, let me give you an example so we can understand each other.
SFV Room 200B: You go see your doctor.
SFV Room 200B: Doctor sends you a bill for $1,000.
SFV Room 200B: I just went to see my doctor at UCLA, I think 15 minutes.
SFV Room 200B: Talked 20 minutes. Walked out, got a bill for $1,200.
SFV Room 200B: No joke. Just for an annual checkup or something. That’s crazy. And of course, yeah, I always want to pay all bills, and my wife says, hell no!
SFV Room 200B: Because annual checkup is supposed to be covered, There is a genuine dispute
SFV Room 200B: And I love my doctor, so I’m like, what if she finds out? Just pay the bill. I… I don’t… I don’t want to have a dispute with her. She’s like, she’s far, you know, away from healing.
SFV Room 200B: So, but my point is this.
SFV Room 200B: There is… I’m not faking it. There is really a genuine dispute about how much I owe UCLA. Is it $1,200? Is it my copay of 60, 90, whatever it is?
SFV Room 200B: Do I… am I supposed to even pay a copay? Because I guess for annual checkup, you’re not supposed to pay any copay.
SFV Room 200B: So, get my point, there is a genuine dispute of an unliquidated debt. I owe an amount, perhaps. We just have a genuine dispute as to how much it might be, right?
SFV Room 200B: So, if I call the doctor, or call UCLA, or contact UCLA, and offer them, $500,
SFV Room 200B: As full and final payment, For the $1,200 alleged debt, And they accept… the Accord… Right?
SFV Room 200B: Is… is the… the… the consideration is supplied
SFV Room 200B: by this genuine dispute. In other words, I’m giving up something, they’re also giving up something, so there is consideration.
SFV Room 200B: So in accordance satisfaction, that’s how you find consideration. And then I’m offering them, which is the accord, I’m offering them an amount, and once they cash my check, they have accepted that.
SFV Room 200B: Amount as full satisfaction of a
SFV Room 200B: genuinely disputed, unliquidated debt. Does that make sense?
SFV Room 200B: So now, what happens to the original money that I owed? The contract dispute between two of us? Gone.
SFV Room 200B: It is substituted by this new contract, this accordance satisfaction.
SFV Room 200B: Cool?
SFV Room 200B: Unliquidated debt just means they haven’t received… That means… that means it’s still… it’s still out there, has not been satisfied.
SFV Room 200B: Right? It becomes liquidated the moment I pay it. If I pay all of it, it’s over. There is no more according to I just paid it, right? Can I sue them for breach of contract or something, or for port? Yeah, sure. But it’s liquidated.
SFV Room 200B: Yes, ma’am? We discussed this after formation, right? It’s, once we…
SFV Room 200B: once we discuss, consideration, and then after consideration, if those applies… Usually, according to satisfaction, that’s a very good question.
SFV Room 200B: Usually, according to satisfaction will come in the form of a defense. Defense, okay. So the defendant is saying, wait, wait a minute! You can’t sue me for $1,200. Your Honor, that’s wrong. I offered them 500 bucks, they took it! Here’s a copy of the check, see? They cashed it.
SFV Room 200B: There was a genuine dispute between us. I paid 500 bucks, she took it.
SFV Room 200B: you can’t sue me for $1,200, and the judge will say, that’s right, case dismissed, or that cause of action dismissed. So it usually comes in the form of a defense raised by the defendant.
SFV Room 200B: Right? By departing to be charged.
SFV Room 200B: Excuse me.
SFV Room 200B: Okay.
SFV Room 200B: Now, let’s talk about… Consideration in the form of a rescission.
SFV Room 200B: Recision. Who knows what a rescission is?
SFV Room 200B: I’ll tell you what it is.
SFV Room 200B: Recision is also a form of modification.
SFV Room 200B: Where both parties agree to discharge an existing contract.
SFV Room 200B: The consideration is supplied by the fact that neither party has fully performed.
SFV Room 200B: Both parties, in a contract where neither party has fully performed, agree to discharge that contract.
SFV Room 200B: Right? The consideration is supplied by the fact that neither party has fully performed.
SFV Room 200B: Then a new consideration must be supplied
SFV Room 200B: or the attempted rescission will fail for want of consideration. So here.
SFV Room 200B: A new consideration is necessary for this rescission to work.
SFV Room 200B: Right? Could you repeat the, definition? Yes, I would.
SFV Room 200B: Recision is a… I’m trying to shorten the definition we have in the… in the flashcard, because I think it’s just too long, but I want to make sure we don’t miss anything. Recision is a special form of modification where both parties agree to discharge an existing contract.
SFV Room 200B: So that would be a definition.
SFV Room 200B: Consideration is supplied by the fact that neither party has fully proclaimed.
SFV Room 200B: In other words, they have ongoing obligation, right?
SFV Room 200B: They agree, hey, to hell with the obligations, let’s just end it. I don’t want to work with you anymore, you don’t want to work with me anymore? Great. Let’s rescind, right?
SFV Room 200B: Where is this new consideration?
SFV Room 200B: it may mean that our mutual agreements may be a new consideration, because what happens? I’m giving up something, perhaps the rest of the money you owe me, you’re giving up something, the rest of the work due from me, right? So that may be a new consideration. Your mutual promises to
SFV Room 200B: Rescind the contract. Understood?
SFV Room 200B: I’m actually working on one right now.
SFV Room 200B: the guy sued my client, I’m suing back, and…
SFV Room 200B: I was talking to the lawyer, I said, this thing is gonna… litigation is gonna cost more than this stupid contract is worth.
SFV Room 200B: Which is true. So let’s just… just cut it even, you know? My lawsuit, of course, is almost entirely
SFV Room 200B: With a lot of merit. And, he is, is meritless.
SFV Room 200B: Get my point? Yeah.
SFV Room 200B: It’s called the bullying tactic, which is what he’s doing.
SFV Room 200B: Not me.
SFV Room 200B: Okay.
SFV Room 200B: Are we good so far? Yes, sir. What was the new consideration definition part?
SFV Room 200B: Where you said new consideration? New consideration is necessary for a rescission to be effective.
SFV Room 200B: Okay? Because we were talking about consideration, I wanted to make sure all aspects of consideration is discussed, right? So this… and I said this new rescission, this new consideration, could be…
SFV Room 200B: the mutual promises of the parties, to walk away from what is otherwise potentially theirs, right? It could also mean, hey, give me $5 and we’ll call it a day.
SFV Room 200B: But it’s usually mutual promises, like, you know, there’s a dispute, further, I’m not going to do further work, and you don’t have to pay me anymore, okay? Are we done? Okay, yeah, okay, fine, sign here, I’m done. Happens all the time, right? Especially between contractors and
SFV Room 200B: and homeowners, or property owners, whatever. Professor, you said a new consideration is required for what? For the rescission to be effective.
SFV Room 200B: So, in other words, rescission without a new consideration is ineffective. Okay. You can’t just get rid of a contract. Yes? Well, we need to discuss rescission for our final, because it is part of remedies and part of defenses.
SFV Room 200B: Is it actually part of remedies, not defenses? It is part of remedies, so I don’t know if it’s…
SFV Room 200B: I know it may come up, but not in the context of figuring out what the remedies may be, but in the form of defenses, right? In the form of formation defenses. So you want to say, yeah, there was a contract, but look, that contract was reformed… somebody mentioned it. It was rescinded.
SFV Room 200B: Right? So, the guy gets nothing. So, with regards to the formation and formation defenses, may come up, but remedies, you’re absolutely right. We’ll discuss that next semester. Somebody…
SFV Room 200B: I had a question.
Ruben Hunanyan: Sorry to go back. For, you said modification in the minority will not mean new consideration as long as… could you state the three again?
SFV Room 200B: modification.
SFV Room 200B: Sorry.
SFV Room 200B: Okay, I said UCC modifications under 2-209,
SFV Room 200B: Under-209, modifications do not need new or different consideration.
SFV Room 200B: As long as the parties acted in good faith.
SFV Room 200B: In other words, parties are free in the purchase and sale of goods to modify their contracts so long as they act in good faith. Simple as that.
SFV Room 200B: Right?
SFV Room 200B: Apple Computer picks up the phone and calls the, the, purchaser of Best Buy and says, hey, listen, you know, we had a contract for $5 million.
SFV Room 200B: laptops, you know, at, I don’t know, $1,000 each.
SFV Room 200B: Guess what happened? There’s tariffs now, we’re getting screwed here.
SFV Room 200B: Can you do me a favor? Can we modify this contract so that it’s fair to all parties, so that we can engage in future business with each other? And Best Buy says, okay, no problem. I’ll eat half, you eat half.
SFV Room 200B: Is that modification enforceable? Absolutely. As long as they acted in good faith.
SFV Room 200B: Right? But if, let’s say, Apple lied.
SFV Room 200B: all those laptops are already in the United States. They’re not subject to tariff.
SFV Room 200B: They lie.
SFV Room 200B: That’s fraud. You can say, oh, Apple is gonna raise the defense of modification, and Best Buy is gonna say, that was bullshit, because the truth is, all the ones that you owed me already were already here.
SFV Room 200B: not subject to tariffs. They use it as an excuse.
SFV Room 200B: Right? I heard the chain coffee store is pulling something like that with some
SFV Room 200B: property owners. I happen to be… I’m sorry? The Rolex did that with the watch. Oh, Rolex did? Oh, really? The badge that they already have here, and they added tariffs, but they’re putting it on top of the batch they already have. Really?
SFV Room 200B: I’m just kidding. Good to know, I’m gonna go buy some, and then sue them. It’s for the minority, right? I’m sorry? No, no, no, no, no. What I just said is UCC. It’s not minority at all, it’s UCC. It’s everywhere. In fact, if you recall, when we started talking about
SFV Room 200B: When we started talking about contracts, I said, UCC’s pretty much adopted by 49 states, as far as I know.
SFV Room 200B: 49. Maybe one. Minnesota, or… One of them. Sorry? Montana. Montana. One of the random ones, that doesn’t matter. I have something to say about Montana, but I can’t say it again. I’ve been there.
SFV Room 200B: I can’t say it in class. I’m sure I’ll be fine. Nice place to register cars. Yes, I heard. But I think LAPD is, you know, going after… they’re cracking down. California suddenly saw, oh, the revenue is no longer… screw that. Everybody in these expensive cars are license plates months.
SFV Room 200B: I was almost doing that, just… you know, because I have a legitimate business over there.
SFV Room 200B: This is after the contract is valid, right? Obviously, where you could accord and rescind? Yeah, of course, because if you don’t have a contract, why would you… that’s a very good question. Why would you talk about contract modification if there’s no contract? So this only applies after everything is said and done, and okay, this looks good. Yes, and typically what happens is…
SFV Room 200B: Again, just like unforeseen difficulties.
SFV Room 200B: Typically, what happens with these good faith modifications is one party finds out that, for example.
SFV Room 200B: seriously due to unforeseen difficulties. Let’s say, God forbid, an earthquake came, and something happened to the land as the developer was developing. And the developer goes to the property owner and says, listen.
SFV Room 200B: I mean, this is really messed up, you know, this is a setback. Obviously, I did add no reason to believe that there’s going to be an earthquake, and yeah, maybe we could have done something to do better, but…
SFV Room 200B: Whatever. The point is, we need a little more money. Do you mind, you know, adding 10% so that we can… and again, if it’s in good faith, sure, but here we’re talking about UCC.
SFV Room 200B: in real life, under the common law, you would need consideration. Would mutual promises of the parties act as consideration? Absolutely.
SFV Room 200B: Because, again, one party’s giving up at something legally they’re not supposed to give up, and the other party, perhaps, is…
SFV Room 200B: Maybe doing some additional work to retrofit the building even better, and they’re doing something that they are not supposed to be doing regardless.
SFV Room 200B: Based on the original contract, so therefore, mutual promises may act as consideration. Cool?
SFV Room 200B: But we won’t usually do that to you, we actually test you on 2.9.
SFV Room 200B: And we do.
SFV Room 200B: And you’ll see it in the MBEs also.
SFV Room 200B: Okay, any other questions before we move forward?
SFV Room 200B: Anybody?
SFV Room 200B: I already talked about moral obligations. Did I talk about moral obligations? You did.
SFV Room 200B: Oh, alright, let me see… now, where am I?
SFV Room 200B: Icona.
SFV Room 200B: I don’t see moral obligation in my known…
SFV Room 200B: You don’t see moral obligation in your notes. You just told us that in a minority of jurisdictions, a moral obligation may substitute for consent. Okay, well, that’s exactly what it is. Moral obligation basically says… it comes out of case law.
SFV Room 200B: So, yeah, it’s not a statute, it’s not like 2-209, for example. It’s literally case law, which is, if you have read the cases, you’ll see it in there. There’s actually one case in particular that says.
SFV Room 200B: Not the one with the blood signature thing in the other one. But, moral obligation basically says, in a minority of jurisdictions.
SFV Room 200B: Immortal obligations, in other words, if you morally are supposed… are obligated to the other party, that could be a consideration substitute.
SFV Room 200B: But most jurisdictions say, oh, to help with morality. Who cares? Right? Like, you save the guy’s life, and the guy says, I will pay you for the rest of your life. In a minority jurisdiction, if you can enforce it.
SFV Room 200B: Right?
SFV Room 200B: in most jurisdictions, it’s something you already did. Too bad, so sad. It’s a prior act.
SFV Room 200B: There is no this for that, there’s no bargain for exchange, unenforceable. Are you referring to Webby McGowan? Probably.
SFV Room 200B: I don’t remember case names, but in this case, yes. He died, like, in a mining accident or something. Yeah. And the guy who promised to pay him… Yeah, exactly. The guy said, I’m gonna pay you, and then it ended up in court, and…
SFV Room 200B: Yadda yadda yadda, all that stuff you need to remember. Okay, very good. So, let’s go to our very first case.
SFV Room 200B: Which we… where we left off last time.
SFV Room 200B: Giving someone a gift in all jurisdictions, that’s not consideration, right? Usually, a gift promise is not consideration, that is correct.
SFV Room 200B: Because, again, there’s no party.
SFV Room 200B: You know? You’re not giving up anything, only I’m giving up.
SFV Room 200B: I’m supposed to give you the gift.
SFV Room 200B: Hmm.
SFV Room 200B: And of course, there’s a policy reason behind it. You know, you don’t want to sue somebody who clearly promised you a gift.
SFV Room 200B: You know, that would really suck.
SFV Room 200B: Okay.
SFV Room 200B: There is a little more lecture a little later tonight, I think, but right now, we’re gonna go to page 207, please.
SFV Room 200B: Follows and contracts?
SFV Room 200B: Steel versus pale.
Victoria Briones: Oh my god.
SFV Room 200B: I know everybody’s eager to do it, but I’ll just want… I just want one.
SFV Room 200B: Along with you.
Victoria Briones: I can do it.
SFV Room 200B: Okay, so can’t sign in Zoom.
Victoria Briones: Hi, it’s Victoria. Beale versus Beale. In 1968, Plaintiff Carlton Beale bought a farm in Prince George… George’s County, Maryland, from Pearl Beale.
Victoria Briones: Calvin Beale, who was Pearl’s son, and his wife, defendant Cecilia Beale, owned a parcel that was bordered on three sides by the farm. When Carlton contracted to purchase the farm.
Victoria Briones: He also executed an option agreement to buy Calvin and Cecilia’s property for $28,000. The option had a term of 3 years, and was supported by consideration of $100.
Victoria Briones: Carlton did not exercise the option. In 1971, a new option agreement between the Beals was executed for a term of 5 years and supported by another $100 in consideration. In 1975, the agreement for the 5-year option was extended for an additional 3 years to February 1st, 1979.
Victoria Briones: The extension was provided for in a, writing,
Victoria Briones: addendum to the 5-year option that’s signed by both Calvin and Cecilia. The extension did not provide for additional consideration. In August 1977, Calvin died, and Cecilia assumed full and sole ownership of the property.
Victoria Briones: In May 1978 and September 1978, Carlton notified Cecilia that he was exercising the option to buy the property. She refused to sell, and Carlton brought suit for specific performance.
Victoria Briones: The trial court ruled in favor of Cecilia on the grounds that the purported option extension was not supported by consideration. Carlton appealed. My issue is, where an option contract is not supported by consideration, can the optionee force the option order to specifically perform the transaction?
Victoria Briones: The rule I have is if a purported option agreement is not supported by consideration, it is deemed to be a mere offer, which the offeree can specifically enforce.
Victoria Briones: If the offeror is accepted before it expires or is otherwise revoked. Under Maryland law, an option agreement is valid and binding if supported by consideration. Without consideration, the option is deemed to be an offer to sell for the period set forth in the option or until it is withdrawn. An offer may be withdrawn by the offeror at any time before acceptance, but if the offer is accepted before revocation or
Victoria Briones: expiration.
Victoria Briones: The offer can be legally compelled to sell. The conclusion was judgment reversed and remanded.
SFV Room 200B: Okay, so, thank you, excellent job.
SFV Room 200B: So this is the traditional view of
SFV Room 200B: Of contract law, where consideration is absolutely necessary, but… What is the court session?
SFV Room 200B: even though consideration is absolutely necessary, if there is an offer, if the offer is still open, and you accept it, it’s nevertheless enforceable, right? Again, the mutual promises of the parties to be bound is consideration. Consideration is not always money.
SFV Room 200B: Right? Or tangibles.
SFV Room 200B: Any questions?
SFV Room 200B: Okay. Also, restatement, second of contract, Section 87.
SFV Room 200B: I don’t know if it’s mentioned in the book, let me just see if I…
SFV Room 200B: see it anywhere. Yeah, it is. On page 209, everybody please go to 209.
SFV Room 200B: We stated second of contracts… contracts without consideration. Look, an offer is binding as an option contract
SFV Room 200B: If it is, in writing, signed by the offeror, recites the purported consideration for the making of the offer, and proposes an exchange on fair terms within a reasonable time. Look at that. It says.
SFV Room 200B: Recites a purported consideration, not that a consideration is actually paid.
SFV Room 200B: But it just basically recites that there is consideration.
SFV Room 200B: You see how everybody’s going towards UCC?
SFV Room 200B: So, Restayment 2nd also has changed the game.
SFV Room 200B: basically says.
SFV Room 200B: There is a writing signed by the offeror, recites the purported consideration for making the offer, and proposes an exchange on fair terms within a reasonable time, or is made irrevocable by statute.
SFV Room 200B: And a statute example would be 2205, I think, as you mentioned, right? 2-205 is an example of
SFV Room 200B: that statute. And Restament Second supports that.
SFV Room 200B: Now, restatement second, section 45, right just below that. Option contract created by Park Performance for tender
SFV Room 200B: hinder is the part that we test, right? So we know that I already had said 50 times that if you start performance.
SFV Room 200B: The contract becomes… Irrevocable. The offer becomes irrevocable. Very good. And once you complete for a reasonable period of time. And once you complete the performance, obviously, that’s an exception.
SFV Room 200B: There? But this one also says, upon tender. Let’s see what that means.
SFV Room 200B: Section 451, bottom of 209, where an offer invites an offeree to accept by rendering a performance, and does not invite
SFV Room 200B: a promissory acceptance. In other words, it’s a unilateral offer.
SFV Room 200B: An option contract is created when the offeree tenders or begins the invited performance, or tenders a beginning of it.
SFV Room 200B: In other words, if you even tender performance, that should be enough. In other words, you haven’t really started, but you’re right there, like, you literally are seconds from moving forward, right? It’s like the bank robber shows up at the bank with the gun, he’s in the parking lot.
SFV Room 200B: No joke, seriously, just think about it.
SFV Room 200B: Is that an attempted bank robbery? You bet your life it is. Absolutely. He doesn’t have to walk in and say, give me all the money.
SFV Room 200B: With the intent to…
SFV Room 200B: Steal? He does what? He enters the premises, right? Even a parking lot. Shut it up, shoot it.
SFV Room 200B: Oh, beautiful.
SFV Room 200B: Well, yeah. I think it was one of the high polls we talked with the other day, like, they only go to the parking lot. I actually… I was involved in one of those. I… I… with the sheriff… with the sheriffs.
SFV Room 200B: Yeah, I was doing a… I was… I was supposed to do a ride-along, and LAPD did not have any ride-alongs, so I gave… they gave me to West Hollywood.
SFV Room 200B: Sheriff.
SFV Room 200B: What year was this? 90s. Oh. Yeah, before you were born. Wait, this isn’t a big robbery. It was a… he was a… I think it was a big robbery, I don’t remember. Listen to this. I was… I was shotgunned. I’m sitting next to this female training officer.
SFV Room 200B: And they get this call of a robbery going on at the bank on Crescent Heights and…
SFV Room 200B: Sunset, I think. Washington Mutual. Thank you. That’s the one? I don’t know if that was the day, but… but listen, she rolls up, and she’s like, like, like she’s going to buy a popsicle. I’ll be right back.
SFV Room 200B: She takes the shotgun and runs. I’m like, oh my god, are you crazy? Like, she’s running in the middle of the parking lot, towards the back.
SFV Room 200B: And then, of course, a shootout happens. I’m rallying in the car! Wait, they start shooting at each other? The shootout happened between others, not her. She was not involved. Like, 2 or 3 other people. And I didn’t see it. I was just on the other side of the parking lot. So she was like, oh my god, wrong day for you to be here.
SFV Room 200B: And then, of course, I think she was chastised for being at the location, not…
SFV Room 200B: With me in the car. Yeah, I think she heard… I fully supported her as much as I could, but nobody listened to me at the time.
SFV Room 200B: You weren’t an attorney by this? I was not a lawyer, no, I was just trying to become a cop. Oh, okay. Yeah, that was the runaround for it. I was required to… it was part of the hiring process, I think.
SFV Room 200B: goes back 30-plus years, I don’t remember much, but… okay. Let me see…
SFV Room 200B: I wanted to read from notes… just give me one moment, please.
SFV Room 200B: Okay, regarding Section 45, Regarding this Section 45, let me just add these, guys.
SFV Room 200B: I want to read you from my notes. Section 45 reflects the modern majority view
SFV Room 200B: That an offer for a unilateral contract becomes irrevocable.
SFV Room 200B: Once the offree starts to perform, this is a conclusion of a case Holland.
SFV Room 200B: Under this view, the offer becomes irrevocable when the offeree begins performance. The offeree does not become bound when performance begins, but the offeree must fully perform within the time granted by the offeror.
SFV Room 200B: in order to be able to enforce the promisor’s promise, okay? So…
SFV Room 200B: One thing I want you to remember is that the offeree’s beginning performance makes the offer revocable, but is the offeree under any obligation to complete the work?
SFV Room 200B: Nope.
SFV Room 200B: you can just leave, right? If you cross the Brooklyn Bridge on Saturday at noon, I will pay you $5,000. You begin to cross, and you say, you know, it’s too hot, screw it, I don’t want to do it.
SFV Room 200B: I can’t sue you. There is no contract.
SFV Room 200B: Right? The offer had become irrevocable, but there is no contract. I don’t get to sue.
SFV Room 200B: Right? Unilateral contract.
SFV Room 200B: Okay, very good.
SFV Room 200B: Any questions so far?
SFV Room 200B: There we go.
SFV Room 200B: part performance makes the contract irrevocable. That’s the Holland case, which I just kind of mentioned, so, I don’t think we need to go through the Holland case. Instead, I want to go through the problem, because I can tell you, hint, hint, these problems have been tested.
SFV Room 200B: Repeatedly. Repeatedly. I just… don’t tell me later that I didn’t know, I just told you. We literally take this stuff off the book.
SFV Room 200B: and test you. So, especially number one.
SFV Room 200B: So let’s do problem number one on page 213.
SFV Room 200B: A, a merchant makes an offer.
SFV Room 200B: The moment you see something like that, I hope to God that at least he would say, Merchant, what is this? What are the… not only UCC, but what are the special rules that apply to merchant? It should… at least the light bulb, hopefully, should go on.
SFV Room 200B: That you say, wait a second, is this a merchant firm offer?
SFV Room 200B: Is this something that involves the special rules regarding merchants? And that’s… every time you see merchant, or business owner, or, what is it that uses something like Best Buy? It’s not Best Buy, but it’s close. Like, as soon as you see those names, you should know it’s a merchant!
SFV Room 200B: Right?
SFV Room 200B: We don’t say Joe wanted to sell his car, we say, goodbye stores all over the nation advertised, you should know they’re merchants. If you don’t, well, too bad.
SFV Room 200B: Right? Okay. A merchant makes an offer to sell goods to B.
SFV Room 200B: by mail, Which states that the offer will be open for 30 days.
SFV Room 200B: Before B accepts, A calls and revokes the offer.
SFV Room 200B: Is the revocation effective? Will the result be different if the offer had read, this offer is irrevocable for 30 days?
SFV Room 200B: This is a firm offer for 30 days, or I must have your answer within 30 days.
SFV Room 200B: Tell me.
SFV Room 200B: Yes, sir? I would say that… I would think that it has to be in signed writing, so he could revoke it.
SFV Room 200B: Okay, are you saying that… Under the common law, he could revoke it? Or…
SFV Room 200B: You’re only talking about the very first language, right? Okay. It says, he sent it by mail, which states that the offer will be open for 30 days, and you’re saying he can revoke it?
SFV Room 200B: Are you sure? Is that your final answer? Yes, ma’am? Mailbox roller class here? What about… what about,
SFV Room 200B: it’s good that we… you observe mailbox rule, because it’s very important, but what about the fact that I’ll go down here, because I don’t want to give the answer, it would make it meaningless. I’ll go down here, and then I’ll go to you. I would say it’s an effect.
SFV Room 200B: The revo… the revocation is effective, because he… he called… it says a call…
SFV Room 200B: Before B accepts, A calls and revokes the offer. So, he… he or she… Somebody give me… Somebody read me the definition of merchant from offer. Yeah, go ahead. An offer by a merchant to buy or sell goods in a sign… An offer by a merchant…
SFV Room 200B: To buy or sell goods… In assigned writing. In assigned writing!
SFV Room 200B: Yes. Well, this is a merchant’s firm offer because it’s by mail, so we have to kind of assume it’s written, not verbal. Email, mail… was it emailed or mail? Mail, there you go. Isn’t that in writing? Yeah. Isn’t it by a merchant? Yeah. Doesn’t it say open for 30 days?
SFV Room 200B: That’s it? Can you revoke it? Nope. No!
SFV Room 200B: No, you can’t revoke it, yes. I guess I was just expecting it to say that it was signed.
SFV Room 200B: Okay, that’s exactly why this problem is here. Because… and thank you for that, I appreciate that. I was going to mention that, and I have a full-on note on this.
SFV Room 200B: Why do we need signature? Why did the statute talk about signature, signed by the party to be charged? Or in this case, signed by the merchant? Why? The confirmation that they saw it.
SFV Room 200B: A confirmation that you can prove who sent it.
SFV Room 200B: A merchant.
SFV Room 200B: Right?
SFV Room 200B: The reason we want the signature is to be able to say, Your Honor, he signed it!
SFV Room 200B: the merchant!
SFV Room 200B: It came from him.
SFV Room 200B: Why are emails just as valid as…
SFV Room 200B: signatures these days. That’s the law by the time stamped, it has all the, because it’s obvious who it came from.
SFV Room 200B: You can always go back and trace it back and say, you sent this, right?
SFV Room 200B: I was just doing a restraining order, a new restraining order against some crazy woman.
SFV Room 200B: For my client, and she claimed that the… the calls that she made to my… she made to my client
SFV Room 200B: the screenshots that I have are all fake.
SFV Room 200B: What she didn’t know… yeah, well, she said, yeah, because you can easily make it, right? What she didn’t know is that my client had his old phone from 3 years ago when the restraining order was actually issued.
SFV Room 200B: So I literally showed the phone to the judge. I said, Your Honor, you examine the phone, and you tell me, can you ascertain from this information whether it came from her?
SFV Room 200B: And the judge turns to her and says, is this your number? Boom, boom, boom, boom. Yes. All right, thank you. You did make the calls. Just like that.
SFV Room 200B: It didn’t have signatures. It was just obvious that it came from that number. Email is an acceptable form of communication, because it’s clear that Michael Cade wrote the email.
SFV Room 200B: Right? How are you going to really dispute that in real time? Right? You’d be proven wrong in 5 minutes.
SFV Room 200B: Same thing with the mail, like you just said. You sent the mail, I should be able to trace it back to you.
SFV Room 200B: Right?
SFV Room 200B: Funny, because some… some guy…
SFV Room 200B: Not funny at the time, but some guy was in a pissing match with one of my clients, and he kept sending
SFV Room 200B: some… ugly tool.
SFV Room 200B: to my client, in the mail. In the mail? Yes, in the mail, but without names. No name on the thing, and he would… all of them were being delivered to my client from, I think, Torrance or something.
SFV Room 200B: And he, of course, he doesn’t live anywhere near Torrence, right? That was his way of…
SFV Room 200B: getting away with this. So, I just… I hired a prior investigator. I said, listen, you gotta go find out, you know. So she goes to the UPS store and says.
SFV Room 200B: you know, we are investigating, and I think the UPS guy thought that she’s a cop, and she said, oh, you want to watch the video? Here! And then, sure enough, it’s the guy, putting the thing in a box, you know, and shipping it to my client.
SFV Room 200B: And the way we traced it back by showing the video, we were able to show who sent it.
SFV Room 200B: And believe it or not, you can actually enlarge the quality of the video to show that he’s actually putting my client’s name and address on… with a sticker. Like, he typed it ahead of time, he brought it, then he taped it on the… right there, he’s doing all that in front of the camera.
SFV Room 200B: So…
SFV Room 200B: So, as far as the signature goes, the law now is very clear. The only reason that there is a signature requirement
SFV Room 200B: This is for all of your classes, by the way.
SFV Room 200B: Is that you can trace back
SFV Room 200B: That writing to who sent it.
SFV Room 200B: Got it?
SFV Room 200B: So that’s why if you shoot an email to somebody, if you don’t sign it, it’s just as enforceable.
SFV Room 200B: Right? You send an email to the Mercedes dealership and say, I accept the offer. He sent an offer by email, you write back, I accept the offer. Right?
SFV Room 200B: They can sue you.
SFV Room 200B: They don’t need your signature. So, a signature necessarily doesn’t refer to, like, someone’s name just printed on it? Right, no, it doesn’t either. No, it only has to do with tracing. Tracing back to who actually communicated, whether it’s faxed, same thing.
SFV Room 200B: Because back then, there was… the technology was not like that. You literally send the mail, you wouldn’t put it in the post office box, right, with a stamp, you give it
SFV Room 200B: to the local postman or postwoman, I think at the time it was just postman, right? And they put it in their bag right next, you know, in the horse, and they ride to the next location, and they give it to that guy, and that guy gives it the until it gets to the other person.
SFV Room 200B: It may take a week, two weeks. That’s why they wanted the signatures, like, who the hell wrote this?
SFV Room 200B: Right? But now, it’s very different. Usually, when you mail it, it’s pretty clear who sent it, unless you’re pulling one of those stunts that I just mentioned.
SFV Room 200B: Is it up to the defendant to prove that someone forged the signature and wrote that letter?
SFV Room 200B: Well, if you claim that somebody forged your signature, this email wasn’t sent by me. Right. If you, again, if you claim that, yeah, the burden would shift.
SFV Room 200B: Most of the time.
SFV Room 200B: to the person who’s making that claim to prove that that is not the case, right? Unfortunately.
SFV Room 200B: But yeah, a lot of times, it’s actually rather easy. It’s funny, because I had a handwriting expert.
SFV Room 200B: I was defending a case where my client had actually signed a contract and wanted to get out of it, and I said, let me see if I can use his signature
SFV Room 200B: And just to have it analyzed, I sent it to a handwriting expert that I trust. She wrote back with 100% reasonable
SFV Room 200B: professional certainty, whatever the language they use. This is not your client’s signature. I was like, whoa! I mean, my client told me he signed it. He signed it, right?
SFV Room 200B: And because he told me I couldn’t use that defense, I wasn’t going to lie in court. But if I was one of those lawyers, I would say, well, you’re on a handwriting expert right here. She says, 100%, not his signature. And she actually went through all the steps to show how it was not his signature, which was shocking to me.
SFV Room 200B: How do you do that? It’s absolutely amazing what they do. It’s insane what they do.
SFV Room 200B: They literally make every little part of the signature this big.
SFV Room 200B: And they compare… oh my god, it’s really an… it’s an art. That’s why it’s admissible. Light detectors are not admissible, but this is.
SFV Room 200B: It’s really a… it’s a science. It really is. What if, like, every time I sign, like, something comes out… No matter what you do, if they really want to get you, they can get you. Seriously. Yeah, I’ve seen… I’ve… because we do federal criminal defense, like FBI people, oh my god.
SFV Room 200B: 10 minutes. They’ll tell you if it’s you doing this.
SFV Room 200B: are trying to, you know, write a P, but backwards, for example. They know. Wow. It’s insane. It’s really a science.
SFV Room 200B: Yes. Are lie detectors not consistent enough? Lie detectors are not admissible. What’s the point of using them? We use them sometimes… well… It’s a scare tactic. It’s a scare tactic. Also, I know when I went to LAPD, I had to go through it. I’m sure you guys probably went through it. Twice. There you go.
SFV Room 200B: Yes, that makes more sense. And not in the context of wine. In the context of employment. I see, that makes sense. Yeah. Like, and one of the questions to me was, how many times have you had sex with an animal?
SFV Room 200B: Oh, yeah. Estiality is one of the highest, is this… it really? Yeah. Because at the time, I was so offended, I was like, they’re bullshitting me, I’m gonna walk out. Even for the feds. And then, you know what my answer was?
SFV Room 200B: I can’t say it. No, no, no, I don’t want to hear it. It’s very bad. Let’s hear it, let’s hear it, let’s hear it. I said, depends on what you call an animal. I love it. It came out that second. And she was like… I said, what kind of question is that? She goes, just answer the questions. I said, I just did.
SFV Room 200B: Okay. And then I was hired. I’m like, okay, I guess that worked.
SFV Room 200B: Because I came out, and for a week, I thought, I’m definitely gone. There’s no way they’re gonna take it. No way. I mean, how soon? That was the dumbest thing I could do. But I did. It was shocking.
SFV Room 200B: the question.
SFV Room 200B: But I guess she wanted to see my reaction.
SFV Room 200B: Right? If I’m gonna, you know, start a fit, or make some stupid remark, which I did.
SFV Room 200B: But yeah, in court, it’s unenforceable or inadmissible, but we use it all the time. Criminal defense lawyers, we use it all the time. Not all the time, that’s not true. But a lot of times. Like, I will literally say, I sent my client to a former FBI agent who was doing
SFV Room 200B: You know, there’s one from a lieutenant from Hawaii PD. She’s here now. And I sent my client to her.
SFV Room 200B: And she certifies that, you know, I examine him, and she videotapes the whole thing, and I literally shoot it to the police department, or, you know, maybe the DA, and say, look, he just went through this polygraph examination, and the truth is.
SFV Room 200B: He didn’t do what he’s accused of doing. Sometimes they look at it and go, well, you know, it looks pretty good for him.
SFV Room 200B: Sometimes it works. Professor, I have a question. Yes. So, if in here it would say, like, the offer can be revoked within, like, 30 days, in that case, is that still a merchant from… Okay, let me see, let’s take a look at it.
SFV Room 200B: So the first one, we said, because it was an email, which is very important,
SFV Room 200B: And now, it says for 30 days, right? So we agree that emergent firm offering cannot be revoked before the 30 days.
SFV Room 200B: Before B accepts, A calls and revokes the offer, is what we are… would the result be different if the offer had read, this offer is irrevocable for 30 days? No, the result would not be any different, right? It still would be a merchant firm offer. This is a firm offer for 30 days.
SFV Room 200B: Or I must have your answer within 30 days.
SFV Room 200B: I would suspect all would be the same answer, so let me see what I wrote in my notes. The offer was by mail, so it presumably meets the signed writing requirement. Did the offer give assurances that it will be held open?
SFV Room 200B: the offer will be open for 30 days is probably enough of a irrevocable… enough of an assurance to make it irrevocable under the UCC. This offer is irrevocable for 30 days, or this is a firm offer for 30 days, would be even clearer
SFV Room 200B: As an irrevocable offer, because remember, the language says, gives assurance.
SFV Room 200B: Right? And essentially, I’m sure most courts would say, that’s assurance enough.
SFV Room 200B: Right?
SFV Room 200B: I must have your answer within 30 days, merely indicates the duration of the offer.
SFV Room 200B: And so that would not satisfy the requirements of 2-05. That’s… those are in my notes. That’s… that’s my understanding. So, the last sentence, it says, I must have your answer within 30 days.
SFV Room 200B: Is not giving assurance that this is going to be open for 30 days.
SFV Room 200B: Does that make sense? It just says, by this time, you gotta answer, right? So, can you revoke? Yeah.
SFV Room 200B: And this is the exercise, the reason we’re going through this is because we literally test you on this.
SFV Room 200B: And again, there’s no right or wrong answer, just look to the clear definition of 2-205. That’s why I read it for the record, so that nobody can say, you didn’t tell us, even though it’s in the back of the book, right? So, merchant firm offer, specifically, you need to analyze the rule, in other words.
SFV Room 200B: Facts to law, facts to law. You take the law.
SFV Room 200B: What is the issue? Is there a merchant firm offer? The rule. You state the rule. Then your analysis will go through each and every element of a merchant firm offer, right? And then you conclude whether or not the language satisfies the merchant firm offer.
SFV Room 200B: Make sense?
SFV Room 200B: So as long as there’s no assurance, we can see, like, it’s not… Yes, because the language of 200-205 says it’s… it gives assurance. So if it’s not assurance, it basically says, in this case, merely, I gotta have your answer in 30 days, does that mean that I… I just told you it’s irrevocable? No, I didn’t say that.
SFV Room 200B: Right? You may have thought, but that is not… of course, these don’t come in isolation. These are literally lawsuits with court decisions that have become
SFV Room 200B: problems in the book. It’s 7.42, unless there’s any questions. Let’s take a break until 8 o’clock. Please be back, 8 o’clock sharp. The second one, or the first one?
SFV Room 200B: Oh my god, I wish. It’s a true statement.
SFV Room 200B: My wife’s brother, I told you guys just a minute ago, she’s an ER… Jesus! Forever! I’ve been married with her 11 years, he’s been to medical school and the post stuff for 11 years. Oh, 10 years. 10 years. He just finished, like, a year and a half study.
SFV Room 200B: That’s when I get
SFV Room 200B: That’s everybody. 100%. 100%. It’s too early. So let me, let me, guys, and it’s everybody.
SFV Room 200B: It’s 8.04, so that’s the fact that you brought that up, because I remember somebody that is on Zoom right now also raised that issue. Your face is not on camera, I’m supposed to mark you absent. Just letting you guys know, okay?
SFV Room 200B: For those of you that are not on camera, if your entire face is not on camera, I’m supposed to mark you absent, just so you know.
SFV Room 200B: It is not my rule, these are the state bar rules that school demands that we enforce. Otherwise, I honestly don’t care if you’re asleep. It’s your… it’s your F, not me, right?
SFV Room 200B: But addressing the finals for a second.
SFV Room 200B: First of all, like I’ve been saying for the past 11 years teaching here.
SFV Room 200B: I will always have at least one, maybe two, sometimes even more.
SFV Room 200B: reviews. We go over exam questions. I don’t do MBEs, because that’s retarded. You have the questions, you have all the answers, you have the wrong answers and the right. If I’m going to read ABCD,
SFV Room 200B: That is a complete waste of your time. So I don’t do MBEs.
SFV Room 200B: But I will do, we will, together, will do questions, essays.
SFV Room 200B: I will give you, as best as I can, a structure
SFV Room 200B: One thing that I think my wife also agrees with me is… is that, as I told her, some students over the weekend texted and says, contract is the hardest
SFV Room 200B: I’ve ever had. I said, first of all, you just started school. Please don’t tell me you ever had. What do you mean, ever had? Are you in the third year? Don’t say that until you take evidence. There you go. Oh, or real property. Or real property. Shoot yourself dead. Or constitutional law, in that matter. Maybe. But… so, my point is this.
SFV Room 200B: Contrast is actually relatively easy, because it’s really chronological. A, B, C, D, literally it’s like that. Is that an off?
SFV Room 200B: study comma.
SFV Room 200B: What happened to the offer? Did it die? Is it still alive? Did somebody accept the offer? Was the acceptance proper?
SFV Room 200B: you know, etc, etc. It’s really not that… especially Contract 1. Contract two, on the other hand, okay, I would say, if you cry then, I will understand, for sure. I’ll say, no problem, here’s a napkin.
SFV Room 200B: But, so that’s one question that I put to rest. The second is, as far as I know.
SFV Room 200B: There’s gonna be, I believe, 25 multiple-choice questions.
SFV Room 200B: And don’t quote me on this, because I believe second semester, we give 30 multiple-choice questions. We just, you know, push you a little harder.
SFV Room 200B: and two essays, as far as I know, okay? That can change, so don’t come to me and say, Professor Kate said, you know, or go to somebody and complain, because we don’t really care for complaints, you know?
SFV Room 200B: Yes. I’m sorry? Is there a certain point… You can assume with 90% reasonable certainty that is how it’s going to be.
SFV Room 200B: 25 MBEs, 2 essays, but you know, I’m a lawyer, I’m supposed to cover my behind, right? So I say, I don’t know, whatever, could be anything, but that’s pretty much what has been for the longest time.
SFV Room 200B: How we’re going to administer, we don’t know. So, most likely, you’ll have it for 24 hours. That may change. So, if you want to slack off and say, well, I’m going to have an open book anyway, that might change!
SFV Room 200B: And then you get a very, very poor grade. Like, when we used to take the bar.
SFV Room 200B: It will sit right there, and, I mean, the final. And we had an hour.
SFV Room 200B: One hour.
SFV Room 200B: 1 hour per essay, and 1 hour for 25 MBs, or 30 MBs. Just one hour, that’s it.
SFV Room 200B: Pens down. Pen was not down? F.
SFV Room 200B: you had cheated. They would report you. They would literally say, pens down. If the pen was not down, they would write your name down and give it to the administration. That’s how bad it was when I…
SFV Room 200B: Went to law school.
SFV Room 200B: Yeah, it’s… An hour meant an hour, not an hour and one minute, nothing like that.
SFV Room 200B: Okay, so I hope I’ve answered that question. Don’t worry about the final right now.
SFV Room 200B: Don’t worry about the final right now. Please trust me.
SFV Room 200B: Everybody worries about the final. But if you start doing final right now, we won’t be able to finish the book, and you only know half this stuff.
SFV Room 200B: That you’re supposed to know.
SFV Room 200B: It’s meaningless.
SFV Room 200B: Right? If I just give an answer.
SFV Room 200B: Without giving the lecture and going through these cases, It’s not as effective.
SFV Room 200B: Okay?
SFV Room 200B: Part… Consideration. What is consideration? Thin versus sun.
SFV Room 200B: Sir. Him versus Sun, it’s all yours.
SFV Room 200B: son and Kim and friends and business partners, and… No, at some point, I thought son was his son. The son is suing. What page are we on? Page, 215, I think it is. Thank you. You’re welcome.
SFV Room 200B: Sun was a majority, like, shareholder in this company and all that, and Sun told Kim he would pay back the money that he lost from their business ventures that they had, because he loaned him a lot of money. It was, like, South Korean one.
SFV Room 200B: One day they are at a sushi bar together, and they have a lot of alcohol to drink, and Sun writes on a note with his own blood, because he pricked his finger, stating that he would do everything to pay him back, and, like, it’s shameful what he did. Something along those lines, and after a while had passed,
SFV Room 200B: son had not paid the money, and Kim sued him for breaking that agreement, and the napkin with the blood note was, like, the basis of that suit. So I wrote the issue for this was, like, if there was a legal obligation to pay him back.
SFV Room 200B: Because of the note. And the court here ruled that there was no legal obligation, and this son had no obligation to pay Kim and ended up losing, and son was also intoxicated and was speaking while intoxicated, but more about how he felt bad for his friend, and not about owing money.
SFV Room 200B: There we go. So, yeah, because of… I mean, adding of multiple factors, you know, intoxication, them being friends, sure, like, obviously it was a business venture that a lot of money was loaned out. There… in terms… in legal terms, there wasn’t anything that could have really been done to recuperate the money. What was the deciding factor
SFV Room 200B: Judging by the fact that we’re looking at the top of the page that says, considerations.
SFV Room 200B: What was the deciding factor for the court?
SFV Room 200B: Ultimately, having… taking into account the heavy drinking and the fact that he…
SFV Room 200B: Literally had the intent to pay, but… but what was the real issue here?
SFV Room 200B: Anybody?
SFV Room 200B: The blood on the promissory note?
SFV Room 200B: Yeah, what about that?
SFV Room 200B: What was the issue with that?
SFV Room 200B: What was the problem with that?
SFV Room 200B: I mean, you really intend to pay, I suppose, if you… if you do it in blood, right? A promise in blood. Out of just a promise, out of, like, guilt.
SFV Room 200B: Exactly that. The court said, yeah, yeah, he fully intended to pay, but it’s not binding, even though it was out of guilt and shame, and, you know, he admitted it, and
SFV Room 200B: All of that aside, why was it not binding?
SFV Room 200B: not sufficient consideration. Exactly. Lack of consideration, that’s the whole point. The… what happened, happened in the past.
SFV Room 200B: if you… it’s sort of… it’s sort of like moral obligation, right? Well, I said minority of jurisdictions. Well, clearly, this jurisdiction is not one of those, right? Mortally, you feel obligated, the court says, I don’t give a damn.
SFV Room 200B: If you’re obligated to go pay. I’m not going to enforce it.
SFV Room 200B: See? If it’s moral, you go take care of it. Between the two of you. Don’t come to court crying. And I think on page 216, the court says, last paragraph.
SFV Room 200B: Some wrote the note in his own blood while extremely intoxicated and feeling sorry for Kim’s losses.
SFV Room 200B: The blood agreement lacked sufficient consideration because it was not a result of bargained for exchange, but rather a gratuitous promise. In other words, the court says that’s the language that I hold
SFV Room 200B: you guys would adopt and use, or similar language, to say, yeah, it was like a gift promise, it was a gratuitous promise, because there was no bargain. He’d already lost the money. It wasn’t like he said, if you pay me my money back, I will invest in your new company. That would be consideration.
SFV Room 200B: Make sense?
SFV Room 200B: Yeah, somebody had a hand up?
SFV Room 200B: Nope.
SFV Room 200B: What else? Good job, great job.
SFV Room 200B: Okay.
SFV Room 200B: Uncle to nephew promise hammer… what is it, hammer versus… it’s yours, ma’am.
SFV Room 200B: Sitway. Okay, so the issue is… 1891. Yeah, the issue in this case was, was the uncle’s promise to pay $5,000, supported by a valid consideration, making it an enforceable contract.
SFV Room 200B: Some of the facts in this case is, at a family celebration in 1869, William E. Story Sr. promised his nephew $5,000 if he refrained from drinking, smoking, swearing, and gambling for money until he turned 21.
SFV Room 200B: The nephew agreed and fully performed his part of the bargain.
SFV Room 200B: When he turned 21 in 1875, the nephew wrote to his uncle, confirming his performance. The uncle replied, acknowledging the promise, and confirmed that he had deposited the money in a bank for his nephew to accrue interest. The nephew consented to let his uncle hold the money.
SFV Room 200B: The uncle died in 1887 without paying the money. The plaintiff, Louise Hammer, who had received the nephew’s rights through several
SFV Room 200B: assignments filed a claim against Franklin Sideway, executor of the uncle’s estate. The executor rejected the claim. The trial court ruled for Hammer, the appellant court reserved and reversed, and the Hammer appealed to the New York Court of Appeals. Over here, the court rejected his disagreement, stating that the consideration does not depend on whether the promise… the promisee
SFV Room 200B: benefits or suffers harm, but whether they forbear or do something, they have a legal right to do at the promissor’s request. And in this case, the…
SFV Room 200B: Uncle was the one who was the promisor, and he passed away.
SFV Room 200B: So, what was the… so there was a legal detriment, right? Because the nephew had a legal right to kill himself.
SFV Room 200B: But he refrained from doing so. What was the legal benefit?
SFV Room 200B: Nothing. Nothing.
SFV Room 200B: If there’s no legal benefit.
SFV Room 200B: It’s unenforceable. What is the legal benefit? That was one of the arguments. Yes. The defendant argued that there was no consideration since the nephew’s absentation was beneficial to him and did not benefit the uncle.
SFV Room 200B: Did the uncle benefit?
SFV Room 200B: From this? If anything, he lost $5,000. No, but think about it.
SFV Room 200B: Did the uncle had any benefit from the nephew Not killing himself.
SFV Room 200B: Did he? You guys are not uncles? Jesus Christ. I’m an uncle. I think he did. I absolutely will tell my nieces if they were doing this, I’ll pay you whatever you want. Stop kidding yourself.
SFV Room 200B: No? Don’t you think there’s a benefit to me? It’s not a financial benefit, it’s a legal benefit.
SFV Room 200B: Of course I get the benefit to see my nieces healthy, right? Like, just like what you would do with your child.
SFV Room 200B: Yeah? Sweetheart, many of my friends, right? We’re just talking about it.
SFV Room 200B: He said, Armenians and Persians, same thing. Become a doctor, become a lawyer, or die. Pretty much. We don’t care, right? At least that was my dad. And the bottom line is, they sure as hell benefit, because I remember one of my…
SFV Room 200B: friends came to me one day and says, I gotta break up with my girlfriend. They were madly in love. I’m like, are you insane? Why? We were in our 20s. He said, because my dad told me that if I go to the School of Dentistry and dump her, he will give me $2 million. Oh, my God. And the father did perform, and he dumped the girlfriend.
SFV Room 200B: And she was devastated. I mean, she was really messed up for more than a year. Wow. Because he just… he sold her for money.
SFV Room 200B: Holy sh… But he did go to the dental school and became a dentist, and he got the $2 million. You would still make that money becoming a dentist. I know, he was an idiot, but but my point is… but my point is this. Was there a legal benefit to the parents? Yeah, they figured she’s not fit for him, for whatever reason.
SFV Room 200B: Facebook, you know?
SFV Room 200B: And, and, they want him to go become a dentist.
SFV Room 200B: That was crazy. It’s a legal benefit!
SFV Room 200B: Right? So it’s not benefit, financial benefit, and that would be the argument, hopefully, that you will make. A family member, oftentimes benefits from.
SFV Room 200B: Encouraging another family member to pursue whatever. In this case, the path of not smoking and gambling… what a beautiful nephew.
SFV Room 200B: He’s not even reaching 21, and he’s a gambler, and a smoker, and… Jesus. In 1891, that’s a lot of money. That’s exactly what I thought the first time I saw this case. I’m like, $5,000? You sued for this?
SFV Room 200B: Just go away. I’m like, 1891, that’s $5 million. Yeah, that’s a lot of money. $500,000.
SFV Room 200B: 1891, yeah. Oh… Back in 1983, a Porsche Carrera 911 I just found, that was $35,000. Did you guys know that? Oh my god. $35,000! That on a credit card. Chunk change. Chump change, now. Now, that same car is $200,000. I’m sorry?
SFV Room 200B: Yeah, exactly. Probably it is, that’s why, yeah. Okay,
SFV Room 200B: Kurski versus Kurski. Or, yeah, Kirk’s C. 1845, another one of those antiques. Anybody? Ma’am.
SFV Room 200B: Supreme Court of Alabama, the plaintiff was the wife of the defendant’s brother, but had, you know, widow and had several children.
SFV Room 200B: She resided on public land under a lease, and the defendant resided in a different county about 60 to 70 miles away, and one day wrote a letter to plaintiff. He stated that he felt bad for the situation of plaintiff and her children.
SFV Room 200B: And promised that if she would come see him, he would provide her with a place.
SFV Room 200B: To raise her family on his life.
SFV Room 200B: A month after receiving the letter, plaintiff moved her family to defendant’s land. Defendant provided them with a comfortable house on his land for 2 years. After 2 years, the defendant notified her to remove and put the plaintiff and her children in an uncomfortable house, and asked them to leave.
SFV Room 200B: Plaint brought a suit seeking performance of defendant’s promise, and a verdict found for the plaintiff for $200. The defendant appealed.
SFV Room 200B: And the issue here is,
SFV Room 200B: If a promise to provide free land for our residents, and then remove graduators, and those unenforceable after revocation.
SFV Room 200B: I promise to provide a free land for a residence that is fulfilled for a defined amount of time, and then revoked its gratuitous, and therefore unenforceable, and that an action will notify for its breach. That was the rule.
SFV Room 200B: And,
SFV Room 200B: The judge believed that the loss and inconvenience that the plaintiff suffered in moving to the defendant’s residence constitutes sufficient consideration to support and binding… to support the binding and enforceable contract.
SFV Room 200B: The rest of the justices believed that the defendant’s promise is merely gratuitous and thus unenforceable. A promise to provide free land for residents that is fulfilled for a finite amount of time, and they revoked as gratuitous and therefore unenforceable.
SFV Room 200B: And the judgment must be reversed. Very, very good. So the defendant basically, according to the court, made a gift promise on a condition, and a promise to make a gift is not enforceable, even if the condition is satisfied, is basically what the court said. And the court here says that there was a donative intent.
SFV Room 200B: it was sufficient to… the facts are sufficient to make that determination. And although traveling 70 miles back in the 80s.
SFV Room 200B: was in fact a detriment, a legal detriment. It wasn’t sufficient enough because It wasn’t bargained for.
SFV Room 200B: to go back to the bargained for exchange. It’s not like she said, hey, man, are you sure I’m gonna have a lifetime thing deal? Because I’m about to give up everything I have over here. I’m really, you know, set. And then he goes, yeah, yeah, absolutely, just let it go, come down here. That would be bargained for exchange. That never happened.
SFV Room 200B: Understood? So, 70 miles is like 7, I don’t know, 7,000 miles today, because you gotta go with donkeys and horses and stuff, whatever, versus you get into your car and you, you know, drive to the next town.
SFV Room 200B: So it was the element of bargained for exchange. The court did acknowledge that there was, in fact, a legal detriment.
SFV Room 200B: Right? One more thing. Did she give up her, premises?
SFV Room 200B: Should get rid of it?
SFV Room 200B: She didn’t. Take a look at it. She didn’t give it up.
SFV Room 200B: She kept it. I think it was a lease of some sort. Yes, it was a lease. Right? She didn’t get rid of it. That… could that be a deciding factor for the court? Sure!
SFV Room 200B: Because if you’re the lawyer, and you’re paid the big bucks to make the arguments, you would ask your client, what did you do? Did you get rid of that place? Did you do it in reliance on this guy’s promise? Yeah, I did. Okay. At the very least.
SFV Room 200B: detrimental reliance, at the very least.
SFV Room 200B: I relied on his promise to my detriment. You gotta pay me.
SFV Room 200B: Right? If the contract is unenforceable.
SFV Room 200B: Right? Detrimental reliance, your last resort.
SFV Room 200B: But in this case, I would be… I think the argument for her would be much, much stronger. If you disagree with me, just tell me, please.
SFV Room 200B: If she would say, in reliance on his stupid promise, I got rid of it. I gave up the lease.
SFV Room 200B: Right? I have no place to go, Your Honor.
SFV Room 200B: And the court would say, okay, I want to punish him.
SFV Room 200B: Yes. That would be a promise to estoppel.
SFV Room 200B: Promise restful, yeah, same thing, yeah, absolutely. Enforcing a promise to avoid injustice.
SFV Room 200B: Right?
SFV Room 200B: Yeah. Had she given… Well, even now, I mean, I don’t know if Promises Topple, to be honest with you, existed in… as strongly as it does today, back in 18-whatever, but,
SFV Room 200B: I definitely would have sued for that cause of action, and I would demand it as a last resort, for sure. That’s what I would do, regardless of whether she gave up the land or not. The fact that she moved based on that promise.
SFV Room 200B: Right?
SFV Room 200B: It’s a big move. It’s literally, like, as I said, today.
SFV Room 200B: I don’t know, 5,000 miles. Like, 70 miles was not a joke. It took days. She had children. No? Yeah, she had children, and you don’t pack up your stuff and just, you know, there’s no U-Haul back then, right?
SFV Room 200B: It’s… it’s difficult. This is a really life-changing decision. And she did it. So that’s the argument, in my opinion.
SFV Room 200B: Okay, very good job, excellent. Where are we? Page… are we on page 220?
SFV Room 200B: Pens… Pensy Supply, Inc. Anyone?
SFV Room 200B: Anyone on Zoom?
Karia Salazar: I can do it.
SFV Room 200B: Okay, may I please have your name?
Karia Salazar: Courier?
SFV Room 200B: Please, proceed.
Karia Salazar: Pensy Supply Inc, a plaintiff entered into a contract to pave driveways and a parking lot for, Northern York High School.
Karia Salazar: Paintiff was required to use a base aggregate which could
Karia Salazar: known as AgRight, Pensy was notified that, American Ash Recycling Corp of Pennsylvania defendant would supply AgRite for free.
Karia Salazar: By supplying the ag right to Pensy,
Karia Salazar: Defendant avoided paying costs for disposal of the ag right. Plaintiff collected the…
Karia Salazar: The agric firm defended and completed the paving project.
Karia Salazar: After a year, the pavement, developed defects.
Karia Salazar: Due to the ag right, and plaintiff requested that defendant remove and dispose of the ag right, but defendant refused, so plaintiff filed suit.
Karia Salazar: And defendant filed demurs.
Karia Salazar: The trial court, sustained the demurs, finding the contract lacked consideration.
Karia Salazar: And dismissed the complaint. Plaintiff appealed to the Superior Court of Pennsylvania.
Karia Salazar: The court found that there was consideration.
Karia Salazar: Correct. Because there was, benefit to the promise, or,
Karia Salazar: Or a detriment to the promisee.
SFV Room 200B: What was the benefit to the promisor?
SFV Room 200B: Anybody?
SFV Room 200B: the… wasn’t it so that he doesn’t have to deal with recycling? Yeah, the expenses of dealing with it is like, you come take it. Like, it’s like, sometimes you put stuff for free on… on, I don’t know, OfferUp or whatever, and you’re, like, praying to God somebody will come and take that shit.
SFV Room 200B: Right? Whatever it might be.
SFV Room 200B: And this is a similar situation. He didn’t want to go through the expenses, so yeah, of course there was a bargain for exchange, because he was going to lose that money that he would have to spend himself
SFV Room 200B: to remove all this stuff, and therefore the court says, not so fast. Even if your promise is technically a gift promise.
SFV Room 200B: it still may be bargained for exchange if you’re going to benefit, legally benefit from the act, yeah?
SFV Room 200B: There we go. Thank you, ma’am. Great job.
SFV Room 200B: Okay, and it was… I think the court called it a reciprocal conventional inducement.
SFV Room 200B: If I recall correctly, and it is…
SFV Room 200B: I see it in my notes. Yes. Thank you.
SFV Room 200B: Reciprocal, meaning both ways, right?
SFV Room 200B: Mentional inducement, in other words, I induce you, give you a gift.
SFV Room 200B: But in exchange, you’re actually… the inducement is actually benefiting me, right? It’s not entirely a gift promise. The intent behind it is to save money.
SFV Room 200B: Right? And the court says, it’s not a gift.
SFV Room 200B: Not to the promisor, so we’ll enforce it.
SFV Room 200B: Okay.
SFV Room 200B: Gutt?
SFV Room 200B: Versus Tropicana Hotel and Casino, 2000. Tropicana doesn’t exist anymore, does it? So we can talk shit behind it. Do you still want to do it? I can do it, I can do it. I know you can do it. Please.
SFV Room 200B: So the cases, got legal, v. Tropicana Hotel for 2000 United States District Court. Defendant is a casino-running, promotion which invited guests, to fill out a form.
SFV Room 200B: And the personal information will be used by the casino to collect data on their gambling habits in exchange for a daily spin on a $1 million machine. So, plaintiff asserts that her spin landed on the grand prize when the attendant immediately began a new guest spin of the will.
SFV Room 200B: So, the issue was that, was there adequate consideration to form a contract here? And the discussion of the court was that… so the argument was that something of value here, the $1 million, requires more than,
SFV Room 200B: the minimum concentration that would support the formation of the contract and the fact that the spin was, like, 1 minute, would that be a, adequate consideration? So that was the issue. And the court determined that concentration was present both in the form of a detriment or an inconvenience.
SFV Room 200B: to the promisee at the request of the promisor, and of a benefit to the promisor. So the detriment to the…
SFV Room 200B: To the promisee was that, he had to go to the casino to participate in the promotion, wait in line, and, and…
SFV Room 200B: presenting her Diamond Club card to the casino attendant. Knowing them to be swiped, she would… she was permitting them to gather her personal information, and then the benefit to the promisor was that they would gather information to send her promotions.
SFV Room 200B: So, the final discussion was that… conclusion was that there was sufficient consideration.
SFV Room 200B: So, excellent job, thank you. What does this case actually tell us?
SFV Room 200B: Swipe somebody’s card to send them some promotion versus a million dollars.
SFV Room 200B: Is there a huge discrepancy here as to…
SFV Room 200B: the amount of consideration. It’s like the physical amount of activity that is the conduct that could be detrimental to the party.
SFV Room 200B: Yeah, I mean, but think about it, you know, million dollars versus we swipe your card, or whatever.
SFV Room 200B: Right? There’s a huge discrepancy, isn’t there?
SFV Room 200B: But does the court care that there is this
SFV Room 200B: inequality in the amount of consideration being exchanged between the parties. No, the court doesn’t. And the court shouldn’t. Exactly. It doesn’t have to be of equal value.
SFV Room 200B: And it’s not at all the case.
SFV Room 200B: Right? As long as the party’s acting good faith, like, you’re not trying to screw the other party.
SFV Room 200B: Right? I could buy a stem.
SFV Room 200B: At $5, knowing it’s worth $10 million.
SFV Room 200B: Does that make sense? You can’t sue me later when you find out that the stamp is worth $10 million and say, I want my… I want the rest of my money.
SFV Room 200B: You sold it to me for $5, and I paid you what you asked for. The fact that it was $10 million, it was a judgment error on your part, too bad, so sad.
SFV Room 200B: You get to lose.
SFV Room 200B: That’s what it is. So, with some exception, which we will talk about the exceptions later, with some exceptions, the equivalency of the exchange is actually not relevant.
SFV Room 200B: At all.
SFV Room 200B: The uncle paying $5,000,
SFV Room 200B: just so that he can feel better, that his nephew is not engaging in smoking, gambling, and whatever, that’s just sufficient enough, the court says, right? It doesn’t have to be a substantial benefit, because we know $5,000 at the time was… how much did it say it is? Hold on. Now it’s $200,000. There you go, $200,000 or whatever. That’s a lot of money.
SFV Room 200B: Right? If I was the uncle, I’d be like, you want to kill yourself? Go kill yourself. I’m not paying.
SFV Room 200B: But, but you get the point. The point is, you know, he was going to get any benefit from it was sufficient enough consideration. Any benefit. And the fact that he was satisfied with the fact that he had stopped his nephew from
SFV Room 200B: gambling and smoking and whatever it is he was doing, that’s good enough for the courts. So it doesn’t have to be equal, is what I’m trying to say. There are exceptions, and one of the exceptions that we’re going to talk about later is that sometimes these promises are just BS promises, right?
SFV Room 200B: So, yeah, so you want to actually gift the property to your child, but you know that if you gift the property to your child, it’s going to be subject to gift taxation, right? So you decide, I’m going to sell the property to my child for $1.
SFV Room 200B: You give me a dollar, and here’s a $10 million home.
SFV Room 200B: And the court says, that’s a bullshit contract. We all know you never intended this to be an actual bargain, right? Unenforceable.
SFV Room 200B: Okay, so there are exceptions, we’ll talk about them.
SFV Room 200B: Okay.
SFV Room 200B: Great job, thank you.
SFV Room 200B: Barfield versus Commerce Bank, sir.
SFV Room 200B: The issue is whether… Page 227.
SFV Room 200B: proposals who exchange money at the bank is a contract offer claimed by the elevator that they lack consideration.
SFV Room 200B: Bartfield enters a bank and requests change for a $50 bill. He was refused change on the ground that he was not an account holder. The next day, his friend John made the same request from the bank, in which he was given change, and the teller never asked.
SFV Room 200B: whether he held an account with the bank. A few minutes… few minutes after he then entered the bank, asked for a change for a $100 bill, and was told he would not be given change unless he was an account holder.
SFV Room 200B: His suit alleging racial discrimination and the impairment of the ability to contract. The bank moved to dismiss for failure to state a claim. The judge granted the defendant’s motion to dismiss, in which Barfield appealed.
SFV Room 200B: The ruling was that the Court of Appeals reversed the District Court’s dismissal of the claim. The court held that the proposed exchange of bills constitutes a contract because the transaction involves consideration.
SFV Room 200B: The Barfield Standard something of value in exchange for something else, smaller bills. Racial discrimination and offering this service violates Section 1981.
SFV Room 200B: And the rule is all persons within the jurisdiction of the United States shall have the same right in every state and territory to make and enforce contracts to sue, be parties, to give evidence to the full and equal benefit of all laws proceeding for the security of persons and property as enjoyed by white citizens.
SFV Room 200B: And shall be subject to like punishment, paints, penalties, taxes, license, and exact actions of every kind or other.
SFV Room 200B: And… let’s see, anything else… And his proposed transaction was a contract of exchange. Thank you. So…
SFV Room 200B: It’s… I think this is a prime example of a case where
SFV Room 200B: The contract law may actually lurk into or show up
SFV Room 200B: In the area of civil rights.
SFV Room 200B: clearly, I mean, I really haven’t… I don’t remember what the race of the parties may be, but it’s…
SFV Room 200B: It’s obvious, based on these facts, that there was, in fact, discrimination going on, for sure.
SFV Room 200B: I mean, how do you provide
SFV Room 200B: that service to someone else, just minutes before, and twice in a row, you refuse the same service to someone else. That clearly is discrimination, right?
SFV Room 200B: But in this case, in the context of
SFV Room 200B: bargained for exchange under contract law. Whoever the lawyer was, pretty smart.
SFV Room 200B: Pretty smart to raise all these issues, right?
SFV Room 200B: I noticed that, oh, remember the Harry Hand case, where… where the lawyer sues the doctor for breach of contract?
SFV Room 200B: Very smart. I tell you, it’s a noble idea. Most lawyers don’t do that. I don’t do that.
SFV Room 200B: But as soon as I read that case, like, I don’t know, 10 years ago or so, I was like, I gotta keep that in mind.
SFV Room 200B: So anytime my tort cause of action is weak.
SFV Room 200B: I’ll just stick to doctor with a breach of contract, right? If the facts permit.
SFV Room 200B: I recently filed a malpractice case, but I didn’t do that, because the facts…
SFV Room 200B: We’re not there, I’m not gonna lie.
SFV Room 200B: But if the facts permit, I would say it’s malpractice not to.
SFV Room 200B: Okay? So,
SFV Room 200B: The statute carefully defines the term making an enforceable contract to include making, performance, modification, termination of a contract, and the enjoyment of all benefits, privileges, terms, and conditions of the contractual relationship, and that’s pretty much was the crock of the argument here.
SFV Room 200B: The court says, not so fast, we’re not going to dismiss this thing so quickly.
SFV Room 200B: 42 U.S.C. 1981.
SFV Room 200B: Any questions before we move on, ladies and gentlemen?
SFV Room 200B: Anyone?
SFV Room 200B: Okay.
SFV Room 200B: E versus Bowen.
SFV Room 200B: Page, 231. Please.
SFV Room 200B: Anyone on Zoom?
SFV Room 200B: Anybody on Zoom?
SFV Room 200B: Should I call a name?
Sevada Safarian: I could do this one.
SFV Room 200B: Okay, you just saved someone. Please?
Sevada Safarian: Savato Safari?
SFV Room 200B: Please, Mr. Safari.
Sevada Safarian: Hilda Bohm alleged in her breach of contract action that Louise, Feek had impregnated her and agreed to pay expenses and support for her child if she did not bring
Sevada Safarian: bastardry proceedings against him. Fake made payments between 1951 and 1953, and Bohem refrained from bringing, the proceedings until he stopped making payments in 1953. Upon learning from,
Sevada Safarian: paternity blood test that he could not be the child’s father. Although Feek was acquitted of the bastardy charge, the trial court instructed the jury in Bohm’s breach of contract trial that the acquittal was not binding on them.
Sevada Safarian: The jury found in favor of Bohem, and he sought reversal of the verdict on the grounds that Bohm claims it was invalid for lack of consideration.
Sevada Safarian: The court denied Feek’s post-verdict motions and entered judgment on the verdict. And Feek appealed the ruling. The issue is, is there adequate consideration to support a binding agreement if one party agrees to refrain from bringing illegal action, or to drop a pending action?
Sevada Safarian: where there is some question to be resolved at the time of agreement, but the claim is later unsuccessful. And the court said, yes, a deal is valid if one person agrees not to take legal action, as long as there was some question about when the deal was made.
Sevada Safarian: For this to be true, the legal action must seem valid, and both people must believe there is questions to be resolved, even if it turns out there isn’t.
SFV Room 200B: Thank you. Sort of, sort of, kind of, like,
SFV Room 200B: what I said with, a liquidated debt, remember? We said if there is a genuine dispute.
SFV Room 200B: As to how much is owed, there can be an accordance satisfaction, even though you may actually not owe the money.
SFV Room 200B: If you genuinely believe, then so did the doctor, for example.
SFV Room 200B: that you owe their office money, there can be an according satisfaction enforceable, even if you actually didn’t owe a penny. This is similar to that, and the court here basically applies the restatements first, Section 76B, that basically
SFV Room 200B: To enforce the agreements of the parties, right? Because even if you believe it.
SFV Room 200B: You don’t happen to be the father, it’s really not relevant.
SFV Room 200B: I remember… this reminds me… that, I represented the client for statutory rape.
SFV Room 200B: In the Glendale Court. Burbank Court. Burbank Court.
SFV Room 200B: And my Glendale was a… my client was a resident of Glendale, but he was Birmingcourt.
SFV Room 200B: And, the deal that I made with the prosecution and the judge was that if my client would
SFV Room 200B: Marry her?
SFV Room 200B: and adopt the child as his own. Well, the child supposedly was his own. He was supposed to agree to put the child on his own insurance, because he was working for the city of
SFV Room 200B: Glendale.
SFV Room 200B: Your client was? Then the… I’m sorry? Your client was working? Yes, my client was an employee of City of Glendale.
SFV Room 200B: And so, the agreement was marry her.
SFV Room 200B: Have the child in your home, and put the child under your insurance.
SFV Room 200B: And, this was way before Obamacare, all that stuff.
SFV Room 200B: And, we will dismiss the criminal charges.
SFV Room 200B: Great. We’ll do it.
SFV Room 200B: two or three… two years later, three years later, he calls me, crying, sobbing, I’m like, what is it? What is it? I just found out I’m not the father of the child. Oh my god. Yeah, and I said, are you joking? I swear to God, I’m not kidding. And he said.
SFV Room 200B: He’s now… or maybe she, I don’t remember, he’s exactly like my child, because he believed that, right? He was raising the child. And he just found out that some other guy
SFV Room 200B: Had sex hours before in the back of a van, with the same girl, and he’s the one that is the father. Oh, God, that’s so horrible. And he was asking me, he was so hurt, he wanted me to go to court and throw her in jail.
SFV Room 200B: And I said, too bad. We can’t do that. But we can certainly reverse
SFV Room 200B: Everything that happened to you, because apparently she has been statutorily raped by somebody else as well.
SFV Room 200B: It was a very sad situation. I don’t remember what we did. How did he find out? I think she was pissed off at him, and she just said, you know, by the way, you…
SFV Room 200B: mother or whatever, you’re not even the father of the child or something. And he took it as a joke.
SFV Room 200B: She insisted, and he had a paternity test, and it turned out he’s not the father.
SFV Room 200B: That’s how he called me. That is sad. Very, very sad. How can a prosecution make an offer like that? Sorry? How can a prosecution make an offer like that? Actually, it was the judge that made that offer. Well, the judge. Well, the prosecution could. Prosecution can do whatever they want.
SFV Room 200B: the prosecution… look, statutory rape is different from rape, as I’m sure you all know, right? Statutory rape… statutory rape is when you have sex with a minor.
SFV Room 200B: Even with their consent, that is statutorily a rape.
SFV Room 200B: Right? Under the statute.
SFV Room 200B: Because the age difference was not so much, I think it was maybe 3 or 4 years, I don’t recall exactly.
SFV Room 200B: the prosecution would not really get anywhere. It happens all the time. I mean, you know, in high school, happens all the time, right?
SFV Room 200B: No? Yeah. Sorry. Maybe my high school.
SFV Room 200B: My high school happened every single day, five times a day. But you get my point, that was the saturated rate. And so, I remember the offer very clearly, because I was like, wow, what a sweet offer.
SFV Room 200B: Even marry her, he loved her, and said, I love her. I said, it’s great, marry her. That’s your time, man. Take responsibility. Okay, I’ll do it. He did. How can a court make somebody married? That’s a contract. You can’t… It was an offer. Okay. You don’t have to take it.
SFV Room 200B: The judge was very clear, sir, you are abs… this is an offer. Oh, I see. Right? Like, a lot of innocent people agree to go to jail for a year or two, as opposed to 10 or 20 years, right? They’re innocent, but they’re like, better than getting convicted and going to jail for 20 years. He was like, look, I know I had sex with her.
SFV Room 200B: He did. He didn’t deny it. They were boyfriend and girlfriend. Multiple times they had sex.
SFV Room 200B: And, and…
SFV Room 200B: I was like, listen, oh, it was the mother of the girl that actually ratted him out. She found out, she called the police, not her.
SFV Room 200B: And so this one thing led to another, and it’s always the mother-in-law. It’s always the mother-in-law. Yeah. Again, I was like, if I was going to represent him, I was going to call the mother and say, your dad is a whore.
SFV Room 200B: Anyway, I was so pissed off, because you should have seen this guy, I mean, he was literally dying on the phone.
SFV Room 200B: Can you imagine? Somebody’s your child, and suddenly you find out he’s not your child? It’s devastating. Yeah, and then he said, I want to sue, and I said, look, you have to see the right type of lawyer to sue and demand that the child
SFV Room 200B: you know, be adopted by you. I don’t know what could happen. I really don’t know. I wonder if the child ever… He wanted to adopt a child at that point. Yeah, he wanted… He wanted the child. I mean, Jesus Christ, I mean, you think about it.
SFV Room 200B: When they ask, do you want to marry her, doesn’t she also have to say… She wanted… she definitely wanted that. She was, almost homeless. She… she absolutely wanted that, marriage for financial reasons.
SFV Room 200B: Manage of convenience. He was an employed individual with a home.
SFV Room 200B: Although in a parchment, whatever. I never, I never saw her or tell anybody say otherwise. Mom loved it.
SFV Room 200B: Now I know why. But, that was the deal.
SFV Room 200B: And the judge clearly didn’t want to prosecute a 21-year-old, or 22-year-old, whatever age he was, throw him in jail. For what?
SFV Room 200B: He’s gonna do 6 months. Is that gonna change anything? What happens to the child? Everybody was thinking of the child, so everybody, including me. So I was like, look, if you love her.
SFV Room 200B: Many of them.
SFV Room 200B: Take care of the child, and he was like, okay, I’ll do it. On the birth certificate, was it… His name. His name. He didn’t know until 2 or 3 years after, when he called me.
SFV Room 200B: I thought he was in jail again, that’s why he’s calling me. They’re family law, that brings up a lot of other things. It’s very sad.
SFV Room 200B: All right. Problem 1 on page… 235 space then.
SFV Room 200B: as she was dropping off her son, Bob, for his college orientation program in September,
SFV Room 200B: Oh, I’m sorry, as she was dropping her son, Bob.
SFV Room 200B: for his college orientation program in September, Alexandria promised him that if he achieved a GPA of at least 3.5 or 3.5 in his freshman year, she will give him $3,000 next June.
SFV Room 200B: Is there consideration for Alexandria’s promise?
SFV Room 200B: Sir, say, yes, because this is very similar to the…
SFV Room 200B: giving $5,000 to the nephew story, where obviously getting a good GPA of at least 3.5 is a great benefit to the student, academically, and as the
SFV Room 200B: Yeah, so the mom, Alexandra, is, like, as any parent would feel when their child is really good in school, like, money’s not a factor in this situation, it’s just, you know, the betterment of their life.
SFV Room 200B: I would say yes, because she… well, she’s giving money, so there’s a bargain for exchange, and he has… he has no pre-existing duty to get a 3.5 GPA, so he has to…
SFV Room 200B: I would say it depends, because if the 3.5 GPA is the minimum that he needs to get, then he will have a pre-existing duty to obtain the 3.5 GPA, right? But if it’s not, then he doesn’t have to, so he can get a 2.5 GPA, and he…
SFV Room 200B: It wouldn’t work.
SFV Room 200B: I would say, because it says as she was dropping off her son, maybe, like, she was just giving an emotional comment, so to me, that’s… I don’t know, to me, that’s a question. What about the fact as she was dropping off her son? Because maybe, like, you know, she never thought about it. There was an intent?
SFV Room 200B: No, I think she intended it.
SFV Room 200B: But, anybody? Who says no?
SFV Room 200B: Who says the answer is no? And why?
SFV Room 200B: Let’s read the question again.
SFV Room 200B: Careful. Like a lawyer. Read the question like a lawyer.
SFV Room 200B: And she was dropping off her son, Bob, for his college orientation program. What does that mean?
SFV Room 200B: It’s the start of, he’s just starting.
SFV Room 200B: Do you agree on that? In September, Alexandria promised him that if he could achieve a GPA of at least 3.5 in his freshman year, which he’s not there yet.
SFV Room 200B: She will give him $3,000 next June.
SFV Room 200B: You got it so far?
SFV Room 200B: Is there consideration for Alexandria’s promise?
SFV Room 200B: So next June is before the end of freshman year? Is there consideration now?
Karia Salazar: There isn’t.
SFV Room 200B: That she just made.
SFV Room 200B: On Zoom.
Karia Salazar: I would say there isn’t consideration, because he hasn’t… begun…
Karia Salazar: Even the school year, that was orientation.
SFV Room 200B: A little more than that, you’re… you’re warm. Oh, it’s a universal. In the back.
SFV Room 200B: I was gonna say no. Sort of the same idea. He has nothing to offer at stuff. There’s no… what do you mean, he has nothing to offer? There is no bargain for exchange, he… he hasn’t started, he’s just going to… If he starts… if he starts, is there a bargain for exchange? Yes. Yes.
SFV Room 200B: Really? Yes. Are you sure? Yes.
SFV Room 200B: What is the bargain here?
SFV Room 200B: No mistake.
SFV Room 200B: Isn’t it supposed to achieve 3.5?
SFV Room 200B: Isn’t that what she says? Did she say, if you start, I’ll give you $3,000? How much was it, $3,000? Yeah, she’s that cheap.
SFV Room 200B: If you start, I’ll give you 3,000, or if you achieve a certain grade, point average, I’ll give you… Achieve. Achieve!
SFV Room 200B: That’s the bargain for exchange. Then, he has nothing to bargain for, because he hasn’t reached 3.5 yet.
SFV Room 200B: Do you understand? It’s not saying if this promise is going to be enforceable in the future, because it will be. The question, the call of the question is.
SFV Room 200B: Is there consideration for the promise? Meaning now.
SFV Room 200B: Do you understand the question? No, it’s no, right? No! Of course the answer is no. There is no consideration. He hasn’t achieved the,
SFV Room 200B: what is it? Phi, Beta, Kappa, whatever? He’s not there yet.
SFV Room 200B: Right? Once he achieves the grade, what has he done? What happened with the nephew?
SFV Room 200B: He didn’t smoke. He didn’t do drinking, he didn’t do gambling and whatever, for the duration of the time that he had promised.
SFV Room 200B: So what happened?
SFV Room 200B: He fulfilled his end of the bargain. He hasn’t fulfilled Jack.
SFV Room 200B: Does that make sense? There is no bargain for exchange for him at the present time.
SFV Room 200B: That’s the question. The question is not whether it’s going to be enforceable in the future.
SFV Room 200B: Yeah, so the performance has not begun in this… The performance has not actually happened. Okay.
SFV Room 200B: not begun, right? This is not the beginning of performance would make the unilateral offer
SFV Room 200B: You have to achieve a grade, right?
SFV Room 200B: once you achieve a grade, now there’s bargain for exchange between the parties. She’s bargained to give up the $3,000. His bargain is what? I just achieved 3.5. As he said in the back.
SFV Room 200B: Maybe he can get away with 2.5, I don’t know, right?
SFV Room 200B: What is… what is the GPA you’re supposed to hold in law school?
SFV Room 200B: 3, 2, academic probation? It’s two, yeah. I don’t know, so that they don’t kick you out. No, 2.0, I think you’re on probation. It used to be, like, 2.4 or something. 2.0, you should be home! You’re lucky I’m not the team. 2.0 home! Bye!
SFV Room 200B: Oh my god, I was like, I was thinking maybe 2.7 or something.
SFV Room 200B: So, this is a unilateral contract, right? Like, she’s saying, I will promise to pay you if you achieve this, right? And so, consideration, because I feel like, okay, like… Did he begin performance? No, he’s going to orientation.
SFV Room 200B: He hasn’t even started, so that argument also fails. So, in a unilateral contract, like, if there’s…
SFV Room 200B: Like, I would say I will pay someone this much if they paint the home. But think about this. The question is, is there consideration now? The question is not whether her offer is irreforceable, irrevocable. That is not the question. The question only solely deals with, is there consideration
SFV Room 200B: No.
SFV Room 200B: And there is none on his part, because
SFV Room 200B: There is no bargain for exchange for him right now. He’s doing what he’s supposed… he was doing anyway, which is go to orientation. He was doing that already.
SFV Room 200B: Right? She’s just trying to, like, encourage herself, I’ll give you $3,000. Go do better.
SFV Room 200B: Yes. In fact, that was a court decision. Sorry, I didn’t finish my question, so… Yes, sorry. Maybe I didn’t understand well. So, if I tell someone, I will promise to pay you if you paint the house… No, I will, I promise you. Okay. I promise you now. I will promise you means nothing.
SFV Room 200B: You know that, right? The promise has to be what? The offer is? Present. Present intent to be bound by certain definite terms. So you presently intend, but you can promise for the future, no problem. I promise you now that in 2030, I’ll pay you $5,000. No problem.
SFV Room 200B: So then, is that consideration in that case, or no?
SFV Room 200B: Well, it depends on what the other promise was on the other side. What did he do?
SFV Room 200B: Did he start performing, even to begin with? No, he didn’t.
SFV Room 200B: He was already doing… pre-prior obligation that he had set for himself is to show up at orientation.
SFV Room 200B: Did he start taking… better courses? Did he hire,
SFV Room 200B: a special tutor to help him get to 3.5, any of that stuff, so we can at least argue that there is consideration on his side, on his part, because he’s giving up something he didn’t have to. Maybe 2.5 was enough. Does that make sense? So, as far as the consideration goes.
SFV Room 200B: He, has not yet reached
SFV Room 200B: you know, although this is an offer, by the way, I want you to understand, this is a valid offer.
SFV Room 200B: Just… we’re just dealing with consideration. Yes, sir? If he had started performance, would it still not be… I would say, at the very least, he would have an argument
SFV Room 200B: Right? That there was bargain for exchange.
SFV Room 200B: Right? Argument.
SFV Room 200B: That’s kind of what I wanted to ask. So, let’s say if the facts were tweaked slightly, and it was one month into his schooling that she gave this exact offer, and then he also went out of his way, you know, once he heard the… Out of his way. He went out of his way to, like, maybe attend some extra lectures or office hours. Absolutely, because if he was doing exactly what he already had set out to do.
SFV Room 200B: Probably not enforceable.
SFV Room 200B: Right? You were already doing it anyway, you didn’t do it because I enticed you. No, because you were already doing that. Whatever it is you were doing, you were already doing.
SFV Room 200B: Right? It’s like, the school tells me, if you finish this… teaching this class, we’ll give you another $20,000.
SFV Room 200B: Well, that would happen, but I just assumed between, you know?
SFV Room 200B: And I would say, wonderful!
SFV Room 200B: and I finish teaching the class, is that promise enforceable?
SFV Room 200B: Is the promise enforceable? The dean calls me in tonight and says.
SFV Room 200B: and you finish teaching this class, we will give you an additional $20,000. Is the promise enforceable? Yes, yes. Who says no? I would say no, because you have a duty to finish the class. What duty? Pre-existing. Pre-existing duty! Very good!
SFV Room 200B: Why did you forget? Wow. Jesus Christ, I was supposed to do it to begin with! That’s the next case.
SFV Room 200B: They sent the two of you to arrest I don’t know, some gangbanger.
SFV Room 200B: And they tell you, if you arrest him, we’ll give you $50,000 each. No, it won’t work. You have a legal, pre-existing duty to do your job. And we’re not allowed to do that. But they tell me, I got no duty. In fact, I don’t want to get shot. I’m not going after anybody. But for $50,000, I might. Think about it.
SFV Room 200B: No, I’ll do it. I’ll just take them with me. $20,000, I’ll take 10. I’ll take 10 to share the fees. There’s a law that… for police officers… Of course there is! …that we cannot accept awards. Of course that’s the case. In fact, it’s in our case poll. Be ready! Of course there is. Otherwise, every reward that is offered, all the police officers and deputies are like.
SFV Room 200B: We’re off duty, let’s go. Right? Let’s go do some shootout and make money too. Wonderful. Which is great, I love it.
SFV Room 200B: I want that law to be enforceable, but the point is, under contract law.
SFV Room 200B: It’s not enforceable, because they have a pre-existing duty, even off-duty. Under 842 of the Penal Code, I believe that’s the number, there are cops, 24-7.
SFV Room 200B: After they were blind. 24-7! So even out of… After the what? We’re blind, we don’t see anything. Exactly. Seriously. Yes. Let’s see if…
SFV Room 200B: in an airplane or whatever, you know, someone gets sick, and… but the…
SFV Room 200B: wife or something says, oh, like, we got money, like, there’s a doctor here, and you saved my husband, I’ll give you $1,000, or whatever it is.
SFV Room 200B: Since someone is already a doctor, they have, like, a pre-existing duty? No, they don’t have a pre-existing duty. No, they absolutely do not have a pre-existing duty to treat anybody in the plane. No. They’re actually acting as a Good Samaritan if they come and help, in fact. They have no pre-existing duty.
SFV Room 200B: They may be able to enforce that promise, I don’t know. I won’t answer it so easily, but… That doesn’t count as crazy. But I would say, no.
SFV Room 200B: No. I’m sorry? No, there is no moral obligation to help me, my family doctor, I’m like, dying. I’m just catching a flight to San Francisco. That option is not for police, like, they always have to act, even if they’re… The law is a little different. It’s… first of all, that’s a reward money that is usually unenforceable.
SFV Room 200B: Because, again, they’re basically saying that is your job, to go catch somebody.
SFV Room 200B: You can’t say, okay, I’ll do my job, and I want the reward money, that makes no sense, right?
SFV Room 200B: But as opposed to a doctor that has absolutely no duties, he’s not in the hospital, he’s not in his office or she.
SFV Room 200B: She’s just catching a flight.
SFV Room 200B: And if somebody says, I’ll pay you to save this guy, they probably can enforce it.
SFV Room 200B: They absolutely have no duty, as opposed to the captain.
SFV Room 200B: The captain does have a duty to do everything under his or her power to protect the life and safety of the passengers. So, if the wife says, you know, as soon as you land the plane and save his life, I’m going to give you $20,000, probably unenforceable.
SFV Room 200B: Because he was supposed to do that to begin with.
SFV Room 200B: Make sense? Emergency landing, he’s dying.
SFV Room 200B: Does that make sense? Yeah. Pre-existing duty, whether the duty actually existed or not.
SFV Room 200B: It’s up to, you know… Okay, let’s do a couple of more problems.
SFV Room 200B: Problem number two. A promises B that A will sell and deliver a set of books to B if B’s father, C, pays $150 for the set. C pays, but A fails to deliver the books.
SFV Room 200B: may be Enforce A’s promise.
SFV Room 200B: Sir? I want to say yes, initially, and then I see that A promises B, that A will sell the set and give it to B,
SFV Room 200B: So, I don’t know if B could recover… Since C didn’t pay.
SFV Room 200B: Say it one more time? Does that make sense? The question is if B can enforce A’s promise, but C was the one that ended up not paying.
SFV Room 200B: He does pay, but, you know, A doesn’t give the books. Yeah, A doesn’t give the books, she does pay.
SFV Room 200B: Right? So, yes.
SFV Room 200B: Is it because B wasn’t the one who suffered a detriment?
SFV Room 200B: So let me just make it easy for all of us. The rule is that the consideration need not run either from the promisee or to the promisor. That’s the rule. In other words.
SFV Room 200B: the, the,
SFV Room 200B: the consideration can run from a third party. So, yeah, and think about it, logically. I take my dad to the…
SFV Room 200B: Dealer.
SFV Room 200B: Not drug dealer. Car dealer. I just… because I always say, like, Porsche dealer or Mercedes dealer, I’m thinking my students are going to say, you know, what an asshole. They always have to say, you know, okay, Honda dealer.
SFV Room 200B: I take my dad to the Honda dealer. Keep it up, Mercedes. And Porsche. Keep it up, Mercedes and Porsche. That’s why we’re in law school. Okay. Well, you are already driving one. I am. So,
SFV Room 200B: So I take him to the theater, and my dad says, I will pay you $30,000, my son will deliver the car when it shows up, to my son.
SFV Room 200B: Does it mean that I cannot enforce the promise because he, of course I can enforce the promise, because the benefit was running to me.
SFV Room 200B: They knew. The dealer knew that the benefit is running to me, same as here, right? They knew that the benefit was supposed to run to B.
SFV Room 200B: Right? So it doesn’t matter that the consideration actually comes from a third party. The benefit runs to the party that the A made the promise to, therefore B can enforce the promise, even though he paid no consideration himself.
SFV Room 200B: Make sense?
SFV Room 200B: That’s what this problem is trying to tell us.
SFV Room 200B: Would we have to mention that, if there was a fact panel? Absolutely! If you don’t mention it, I will kill… AIM.
SFV Room 200B: Of course!
SFV Room 200B: Absolutely, because if you see that as an issue, you want to make sure you tell the grader, look, I already know this problem, right? I’ve solved it here. Let me tell you. Just like the first one that we did, the issue of consideration not being there yet.
SFV Room 200B: Of course you gotta raise it. Absolutely. Now, how you conclude, I don’t care.
SFV Room 200B: As long as you raise the issue, and you let me know that you know, I don’t give a damn if you say, yes, there is, or no, there is not. Doesn’t matter. As I said, we’re not Supreme Court justices.
SFV Room 200B: So our decisions, our rulings mean nothing.
SFV Room 200B: Right? Last… Friday, when I was Judge Pro Tem.
SFV Room 200B: My decisions meant everything to those people.
SFV Room 200B: But otherwise, as a lawyer, nobody cares.
SFV Room 200B: Right? What’d I say?
SFV Room 200B: Pretty much.
SFV Room 200B: Like, tomorrow I’m gonna make a lot of decisions, but nobody gives it.
SFV Room 200B: Okay. Problem 3.
Yessenia Soria: Professor, before we move on, so…
SFV Room 200B: Yes, ma’am?
SFV Room 200B: You should knock out.
SFV Room 200B: Are you there?
SFV Room 200B: It’s not working.
Yessenia Soria: It’s Yesenia on Zoom. So, the answer was consideration for B.
SFV Room 200B: I’m sorry, what was that again, one more time?
Yessenia Soria: I said… so the ask… well, so the consideration runs from C2A on this, question?
SFV Room 200B: The answer is consideration runs from the third party, which is…
SFV Room 200B: C, okay. In other words, B gets to enforce the promise against A.
Yessenia Soria: Okay.
SFV Room 200B: Okay, thank you!
SFV Room 200B: You’re welcome.
SFV Room 200B: B is the promisee, C is the offeree, right, that is furnishing the consideration. That’s basically the answer.
SFV Room 200B: Alright, problem 3.
SFV Room 200B: A and B enter into a contract under which A would be… would do specified work, and B will pay $10,000 when the work was done.
SFV Room 200B: After the work was completed, B said to A, you have done such a good job that I’ll pay you $5,000 extra.
SFV Room 200B: B paid A $15,000. May B recover the $5,000. What a cheap bastard. He paid, now he wants us to… Can B recover,
SFV Room 200B: No. Let’s go get to this gift. I would say no, because… I feel like this is, Trump’s news. You know, it’s like, he’s sitting there, have you seen it? It’s like, at least point to somebody, for God’s sake. Everybody’s screaming at the top of the lungs, all at the same time. You guys are not, but… but I’m thinking at least, you know, somebody can say, okay, you, you! Jesus, like, everybody’s like.
SFV Room 200B: And then somebody finally gets a question. I think some people enjoy that. He loves CNN. But let’s keep civilization. Question 3. CAP is not… will not be able to recover the $5,000 because, you know, burning the facts of the case.
SFV Room 200B: Yeah, I swear trade to be, like, a good Buddhist, gift to the… to Party A for doing… for already fulfilling the unilateral contract that they had.
SFV Room 200B: So, first of all, what is that $5,000? Gratuitous gift. Gratuitous gift. It’s a gift. It’s a tip. Very good. Now.
SFV Room 200B: If A… A’s work, is that consideration for the $5,000? No. Think carefully before you answer. It’s not! It’s not. The $10,000 was.
SFV Room 200B: That was the $10,000 for the consideration of the work. A has done the job, no question about it. Is A entitled to the $10,000? Absolutely. Nobody’s disputing that. Even the idiot is not disputing it, right? So…
SFV Room 200B: Why is B not able to recover against A for the $5,000? Sir? He already had a duty to do the work?
SFV Room 200B: So… B didn’t have a duty to pay the $5,000, so the question is, why can’t B sue A and say, look, A already did the work and was supposed to get $10,000? This was a gift promise, I don’t want to pay anymore, I want it back. Because you didn’t have a legal obligation to pay him that $5?
SFV Room 200B: Extra. Which makes it what? You are correct. I just want to hear, in the context of what we are studying, right?
SFV Room 200B: Trident.
SFV Room 200B: Look at the top of the page.
Yessenia Soria: As consideration.
SFV Room 200B: Consideration!
SFV Room 200B: Consideration. They received the $5,000 as a gift.
SFV Room 200B: B may not recover because of lack of consideration on the ground that you cannot ask for restitution when you have not paid any consideration. B never paid any consideration. So, can you ask for restitution in court? No.
SFV Room 200B: Right? Yes. Would this be the equivalent of, let’s say, you go to a restaurant, like, obviously the server’s there, she gets paid, you pay the money for the food, and then you write the tip number, and then you go and, like, dispute it to try and get the tip money back. You probably will not be able to give that tip money back for the exact same reason. That was a gratuitous
SFV Room 200B: A gift, and a gratuitous gift, once given, you can’t take back. But can you promise it and not pay it? Absolutely. B could have made the promise, or whoever it was, B, A, whatever, and not pay it. And the other party could not enforce it. Why? Pre-existing duty.
SFV Room 200B: pre-existing duty, you were supposed to do the work. You did a great job, you were supposed to do it anyway, right? But if he sues to get his money back, there is no consideration for his promise. It was a gift promise.
SFV Room 200B: You don’t get that.
SFV Room 200B: Make sense? Sir, I don’t understand, like, because there’s no consideration on A side.
SFV Room 200B: He can’t get it back. B, right? B, isn’t it B that is gonna… that wants the money back? Yeah, right. B. So, yeah, B will not be able to recover that money that he gave as a gift, because there was no consideration for his promise to pay the $5,000, and he already paid it.
SFV Room 200B: Right? There was no… he didn’t say, for example, if he had said to A,
SFV Room 200B: Could you do me a favor and install this light for me? I’ll give you $5,000. You’ve done such a beautiful job.
SFV Room 200B: And if he installed the light poorly.
SFV Room 200B: Okay. B goes to court and says, I want my $5,000 back.
SFV Room 200B: It was a gratuitous promise, but it wasn’t entirely gratuitous, because I told him to install the light, and Your Honor, he screwed up. I want my money back.
SFV Room 200B: far more chance for him to get that money back, right? Because now there was, in fact, consideration. There was an additional work that the A had no pre-existing duty to complete, installing the light.
SFV Room 200B: Does that make sense? So the fact that, for B, there was no consideration, why that would impact, like, not getting the money back? It impacts it, because now it’s just a gift promise, and once the gift is delivered, you can’t take it back. So if you go to court, the doors are shut.
SFV Room 200B: The court says, listen.
SFV Room 200B: You promised a gift, you gave it. What the hell are you doing in a court of law? Get out.
SFV Room 200B: Simple as that. You didn’t pay any consideration.
SFV Room 200B: Did you? No.
SFV Room 200B: One more question, can this be, like, under the accord and satisfaction that, like, he’s modifying? No, no, because there is no genuine dispute about an unliquidated debt. Remember, A did the work, B paid the entire amount.
SFV Room 200B: Both of them fully performed. I said, it’s a liquidated debt, neither party has fully performed, remember, according to satisfaction? So, great question, the answer is absolutely not. So, if I give you a gift, and you give me a gift back, even though it looks like we’re both
SFV Room 200B: you know, bargain for exchange, but it’s not a… it’s not a contract, because it’s… it’s gift… Yeah, it would be an unenforceable… it’s unenforceable in court. Okay, even though it looks like a contract, but it’s not. It’ll be a gift. Unless, you know, maybe one party can raise the issue of fraud, you know, like, I gave them a gift because
SFV Room 200B: he lied to me, and he said, you know, he’s a professor of law, and then I found out he’s not. Okay, I see. You know?
SFV Room 200B: So, something like that. But otherwise, no, no consideration. Okay, I want to let you guys all go, but before I let you go, I want to remind you again, because you may or may not hear from the school, but I’m telling you, everybody on Zoom, I’m telling you right now, we have two reviews. Without any further notice.
SFV Room 200B: by me or anyone else, November 8th and November 15th at 10 a.m. sharp. 10 a.m. means 10 a.m. be stopped. 10 a.m. 10 to 1. Zoom is all done, right? Zoom and in person.
SFV Room 200B: And if you come in person, bring coffee cup. Just come by yourself. Thank you all.
Rami Helo: Professor.
Cameron Smith: Thank you.
SFV Room 200B: Thank you.
SFV Room 200B: I agree.
Robert Nazarian: Thank you, Professor.
Fatima Razavi: Thank you, Professor.
SFV Room 200B: It’s not supposed to be so quick.
Yessenia Soria: Thank you, Professor. Oh, okay.
SFV Room 200B: I’ll get, I’ll have episodes.
SFV Room 200B: He’s not, he’s always… you’re the catalyst.
SFV Room 200B: What does Nancy? What does… what does that tell me? Oh, your majesty. Your Majesty, that’s alright. Every time I walk in, he gets… Is that what he says? She came in 10 minutes late, like she does every single class session. I work all the time! You want to talk about work? You don’t talk about work?
SFV Room 200B: I came, like, 2 weeks ago. I work 6 hours tomorrow.
SFV Room 200B: Try interviewing two 16 hours? Yeah. I worked 16 hours yesterday, 10 today, 16 tomorrow. I think it should take us all together. I spent 5 hours interviewing 2 little girls. I’m so sorry. That’s always bad. Yeah, okay, okay, we’ll let… okay, you can be late.
SFV Room 200B: Just call me and… No, no, I can’t do that. Thank you, Professor. For parking, maybe it’s more a question. Would it be a tough situation? No, you don’t pay. Are you joking? No, no, you don’t pay anything. It’s just like now.
SFV Room 200B: Okay. You should never pay. Not a time. Press that shit until they open the door. Even if it’s during the day. That’s what I’m saying. None of you guys pay during the time that you come for. Now, going by is 30 minutes. If it’s a class that we announce… You don’t pay. You come here and you validate it, it doesn’t work, you press the
SFV Room 200B: A bunch of Wednesday nights. No, no, no, there’s no… Are you kidding me? I won’t pay these guys as dying. Yeah, no, I hate this guy. I can’t wait to… That’s a good one. It’s a, deep sea. Saturday was very good. I know, but, like, I feel like now I’m with this time… I have sickness firm where I’m working.
SFV Room 200B: It seems easy, and I have, like, real property, and that is, like… That’s good. Are you joking? It’s very hard. The course is hard. He’s actually very good. Technically, it’s illegal, you know? Oh, no, technically it’s absolutely illegal to do that, but…
SFV Room 200B: Who cares?

Main

Outlines

Class Notes

Class Transcripts

Session 09

Contracts - Session 09

Transcript

Main

Outlines

Class Notes

Class Transcripts

​Contracts - Session 09

​Transcript

Contracts - Session 09

Transcript