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Contracts - Session 13

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Transcript

SFV Room 200B: Leadership already this morning. SFV Room 200B: No. SFV Room 200B: Unfortunately, I had to teach. He’s like, I had to get there with anything. What else? That’s where I go. Well, I’ve been warned. SFV Room 200B: By my wife not to go anywhere over the weekends. SFV Room 200B: Morning, good morning. SFV Room 200B: I’m still here today. SFV Room 200B: I have, I have three guests coming on Monday. One of them is an alumni of UWLA. To our class, and I want to meet, yeah, I want you guys to meet. He’s very, very successful. SFV Room 200B: very, very specific. No. SFV Room 200B: Not as long as me, but long. Wait, you’re also a UW alumni? Yes. Alumni? Oh, I went to UW, of course. I attended UW. No. No, that’s… no, not… Yeah, that’s Zant. SFV Room 200B: My wife went to a vidyard, they closed it down. SFV Room 200B: I only came here because it was the cheapest. SFV Room 200B: Oh, it’s so much cheaper. It’s still cheaper than everything else. How much is it, by the way? It’s… my friend… oh, here? Because my friend asked me, and I was like, yeah, here. Well, for years, it’s like $108. SFV Room 200B: 108, yeah. Compared to, like, 200 plus. He said Southwestern is $200. 60 a year. Cal Western, my friend in San Diego, he’s paying… I got into USC. SFV Room 200B: At the time. SFV Room 200B: 160, something like that. Here was $60,000, or 65. 160 at the time? 100,000 more. I was like, I don’t have it, I didn’t have any money. I had to borrow $700 from my dad to buy books. SFV Room 200B: Yeah, no, he was… he was telling me… SFV Room 200B: He had told me before, but he was telling me stories of how he got into law. SFV Room 200B: I really wanted to go through here, it’s… so inspired. SFV Room 200B: What can come with his life. SFV Room 200B: His kid is gonna go to UWL. He’s encouraging him to go to UWL, nowhere else. What’s his name? SFV Room 200B: Susano, Korea? SFV Room 200B: You’re gonna meet him Monday, with his son, and… SFV Room 200B: Someone else that wants to pretend you let me… City PI? SFV Room 200B: Yes. Do you hear what Uber’s… I mean, I’m sure you’ve heard it. Bullgrand is trying to close? SFV Room 200B: What was that again? That, like, statute, or whatever, or bill that’s gonna make the plaintiff get minimum 75% of every settlement, something like that? Oh, I didn’t hear about that. Is that what they’re trying to do? Something like that, yeah, like, every PI settlement, the plaintiff’s gonna have to get some information. SFV Room 200B: Between Uber and DoorDash? Who’s doing this? I don’t know what that’s crazy! 75% is crazy! 75% goes to the client? Yes. Nobody’s gonna do this anymore. It cuts. And then 25% is split between the attorney and the doctor, it’s problem. SFV Room 200B: I don’t think that statute’s gonna hold anything good. Because how can you tell a doc… you can tell a lawyer how much you’ve been charged, but you can’t tell a doctor that you’re gonna be capped. SFV Room 200B: Well, they have the medical malpractice cap that you… No, that’s… but that’s different. That’s against malpractice, not for the services you provide. You’re basically telling them to lose labor. It sounds good to, like, the common person, oh, like, 75%. Sure it does, until the lawyer says, I don’t want to take your case. It’s not worth it. It’s pretty insane. SFV Room 200B: Because if it’s, like, 10% to the lawyer, what even happened to work on? SFV Room 200B: work comp destroyed for that reason. Work comp totally got destroyed for that reason, because they capped it… yeah, and then… and then they capped everything else, and 99% of the lawyers said, I don’t want to do work comp anymore. Crazy. And you know how they do work comp? I know, because my wife works… SFV Room 200B: In that field. SFV Room 200B: They force you to go to deposition, each and every time. The plaintiff’s counsel does that. Why? Because they charge $500 an hour for the deposition. And you have to pay, as a defendant, you have to pay for the prep of the plaintiff. Wow. SFV Room 200B: So they charge 6, 7 hours, 5-6 hours of $500? SFV Room 200B: Even if the case is worth $5, the lawyer still makes $4,000. It’s like, okay, every single case goes through deposition. I used to do that when the COVID happened. We basically closed the office out of doing depots. SFV Room 200B: On Zoom. And it was like, he was billing me at $6.50 an hour. SFV Room 200B: That’s a lawyer. SFV Room 200B: And, paying me, you know, half of that, or maybe less than half of that. But I didn’t care, I loved it. So, point being, every case, I mean, it was completely bullshit. It was, like, from 10 years ago. SFV Room 200B: The statue was blown, he’s like. SFV Room 200B: You have to take a depot to establish, you know, what happened and when. There you go. We just keep feeling until you… yeah. SFV Room 200B: And it’s, it’s funny because they pay crazy money in WorldCom. SFV Room 200B: He sure is going. SFV Room 200B: Because their limits are way higher, no? I don’t even know what the hell is going on with that. It’s like… SFV Room 200B: Not once, but every single time during the depot, the lawyer says, counsel, can we talk? Yeah, okay. SFV Room 200B: Grabs my cell phone, calls me, how much do you want? First, I was like, one moment. I called my wife, I’m like, how much do you want out of this case? She goes, tell them 50. I said, 50? The case is not even worth $20. The case is not even worth $2,000. Swear to God. She said, you just tell them $50, don’t worry about it. SFV Room 200B: They gave me, like, 30. SFV Room 200B: the case was, shit, complete BS. And I was like, whoa, so they just pay, for nothing. SFV Room 200B: That’s what happened with Uber. Uber started paying… Uber Insurance paid big money at first, and I remember, because I had a case, I was like, okay, if I get $10,000 on this one, it would be great. I’m just going to ask for a policy limit, and of course, the limit is over a million. SFV Room 200B: So, yeah, they gave me… it was, now it’s, like, actually the guy that is gonna come here, the lawyer, he was giving me a lecture. SFV Room 200B: Over his birthday yesterday, on… on… SFV Room 200B: There are two insurance companies involved right now that represent Uber. I think it’s three, but he says it’s 2. SFV Room 200B: And so they just paid me a huge sum of money, which I thought was the dumbest thing the insurance company could possibly do. Now they’re backtracking or something, now they’re suing everybody. SFV Room 200B: And of course, the PI lawyer started the campaign, that every 8 minutes, the person was sexually assaulted and Uber kept it quiet. Now they want to take your rights away from, you know, suing. So, any jury, in my opinion, that is going to sit in that case, they’re going to destroy Uber. SFV Room 200B: Because this campaign is working so well. Everybody believes that Uber was hiding the ball. SFV Room 200B: And my experience was a little different as a criminal defense lawyer. My experience is that every time SFV Room 200B: Somebody filed a criminal Complaint for sexual assault. SFV Room 200B: That driver was immediately off, immediately. Even if it was complete BS, he was gone. Wow. By bike. That’s my experience with Uber. SFV Room 200B: Because I represented these guys, and they were never able to get it back, even when the case was not even filed. SFV Room 200B: Uber would deny them. SFV Room 200B: So you can just make shit up and get the guy fired. No problem. Just sort of guy. Just make something up. He’s fired. SFV Room 200B: If that 75% passes, somehow it’s gonna kill the eye. I honestly don’t know how they can… they can tell the lawyers how much you can charge, but… because they do now. Yeah. SFV Room 200B: If it’s a big settlement, you are capped at certain… but to tell… but to tell the doctor how much to charge. SFV Room 200B: I don’t think that’s gonna fly. SFV Room 200B: Yeah, I think it’s, they probably will have the lawyers at some things. SFV Room 200B: Bitch. SFV Room 200B: At least I understand that. Because they already make food money. Very good money. Crazy money. SFV Room 200B: We stopped jumping is at 40%. SFV Room 200B: A small brick. SFV Room 200B: It’s… I have the Lotron. Okay, so I have a 97. Oh, thank you so much. I have… SFV Room 200B: Yeah, I was gonna say, there is a plug right here. I don’t know if yours would not connect to this. It’s a USB-C, no? No, mine is like this. Yeah, but it’s… the other end is USB-C. Oh, the other end is USB-C. How about that? SFV Room 200B: Oh, yeah, let’s see what you need. SFV Room 200B: Are you sure? SFV Room 200B: I thought about the biggest one. No. Yeah, no. It’s insane how much these things are. Is that… is yours the pair? SFV Room 200B: Yeah. I think that is the biggest one for the Air. He has the Pro, that’s why… Oh, I see. It’ll moderate. Yeah, no, I want it to be able to be tiny, so I can stick it into my… SFV Room 200B: I have the Pro, I never use it. SFV Room 200B: It’s almost never. It’s just sitting there. SFV Room 200B: Even with us. SFV Room 200B: Because I get points with them at next pass. SFV Room 200B: So I just walk into Apple and say, what’s the most expensive one? Give me that one. I don’t pay for it, it’s literally all points. SFV Room 200B: a TSA-free check. Yeah. Yeah. I mean, all my advertising, for example, on the office… in the office is just on American Express, so… SFV Room 200B: I have, like, $10,000 worth of Americans stuff, plug it into… So it’s easy. Don’t worry, I’m good, I’m good, I’m good, I’m good. You don’t need to do that. I’m good, thank you. I appreciate it. I’m good. SFV Room 200B: We’ll make this happen. SFV Room 200B: It’s not 10 yet. Almost 10, is it? There’s the gold. All good. SFV Room 200B: It’s already at 17%, thank you. Mine actually works really well, that one, but when I connect it to this, like, within the hour, it’s, like, at 80%. Something like that. It’s really, really good. Daniel Toukhlandjian: Professor? SFV Room 200B: Yes. Daniel Toukhlandjian: Good morning, I don’t know if you got my email regarding my camera being off today. SFV Room 200B: It’s okay. Today, we’ll just let it slide. SFV Room 200B: Thank you for letting me know. Daniel Toukhlandjian: Thank you. SFV Room 200B: Of course. SFV Room 200B: 337. SFV Room 200B: Are you guys having problems with the parking garage here? Yes. Yes. SFV Room 200B: So I just let him have it today. SFV Room 200B: What was bad last week? There was, like, 40 cars lined up. I was one of them. The guy… some guy walked in… walked by and just used his card, and the other time… Good morning. Good morning. The other time, I was… SFV Room 200B: cussing so bad, and Professor Zant was standing right there listening to all of it. I’m like, F, F, F, F, and he was like, you’re there for, like, 30 minutes. Here. And he used this card, it didn’t work. I’m like, see? Shit! So I, today, I just wrote them a very nice SFV Room 200B: Kind. CC’d everybody. SFV Room 200B: I said, this is your last opportunity, I’ll give you a month to fix it, or else, I’m gonna make you fix it. SFV Room 200B: Soon. SFV Room 200B: We’re done with this bullshit. SFV Room 200B: I was there for 40 minutes. Yes. It’s ridiculous, man. The security already told me this has been broken for months, and they don’t fix it. I went up to the security other gate. I was like, let me lift it up so people go through it. They’re like, no. It was like a light little barrier. I’m like, let me lift it up so people could at least go through. They’re like, no. You know how many times I’ve thought about breaking it? They’d fix it if you broke it. SFV Room 200B: Honestly, we should just ram through it so they just put a new one. That’s exactly the way it should… of course, I bought something. SFV Room 200B: Okay. SFV Room 200B: Maybe I’ll just wait another 3 minutes, because it’s a little unfair. We don’t have everybody. SFV Room 200B: I know, at least… Thank you, I know everyone. Grigor Kasabyan: Very heavy traffic, I’ll be there in less than 10 minutes. SFV Room 200B: Okie dokie. I thought cops don’t have traffic affecting them, no? Grigor Kasabyan: I don’t have any lights and sirens on this car, or else I’d be using it right now. SFV Room 200B: Dear Coatsman. SFV Room 200B: Yeah, we’ll just wait another 2 minutes, 2-3 minutes. It’s okay. SFV Room 200B: et cetera, after all. SFV Room 200B: Yeah, the parking garage is just… Madona Yousef: Professor, you’re a Longhorn fan? SFV Room 200B: I’m sorry, what was that again? Madona Yousef: You’re a Longhorn fan? SFV Room 200B: Longhorns, oh! Madona Yousef: Hot. Madona Yousef: My brother went there, he studied, electrical engineering. He follows all the games. SFV Room 200B: I’m jealous! Madona Yousef: Yeah. Madona Yousef: He religiously follows all the games. SFV Room 200B: You know, every person that I’ve met that went there was cool. SFV Room 200B: Yes. But, like, you joked about Porsche, I was there, like, two, three weeks ago, but I had the same hat on. And she just walked up to me, she’s like, oh my god, they’re playing today! I’m like, I know they’re playing today, that’s why I’m going to be out of here in an hour. SFV Room 200B: And she went there. She went to that school. It’s a wonderful school. SFV Room 200B: I didn’t have those opportunities, Islam, what can I tell you? SFV Room 200B: I just heard about the Cowboys player? SFV Room 200B: took his own life. Yeah. Seriously? Yeah. SFV Room 200B: He just sort of told you the result, he shot himself. SFV Room 200B: Who was he? Sorry? One of the Cowboys players? Dallas Cowboys players? Yeah, I saw that. SFV Room 200B: Oh, he committed suicide? He shot himself, yeah. No way. In the car. Apparently. Was there… is there any reason? He had mental… they said he had mental issues. I mean… Depression, people underestimated football already does that. That’s why about a month ago or so, we’re talking about mental health treatment here, and I said I never used to believe in it. SFV Room 200B: Until I said I did enough criminal defense to see that sometimes it’s really mental health issues. They’re not bad people, they’re just… SFV Room 200B: They need help. Don’t give them help, and they’re gonna kill you. SFV Room 200B: Sorry, Professor. No problem, sir. Good morning. SFV Room 200B: Hi, Cindy. SFV Room 200B: Oh. SFV Room 200B: So, by my count, we have 3 more sessions. SFV Room 200B: Right? SFV Room 200B: We have Monday, we have next Saturday, and then we have the following Monday. SFV Room 200B: And then we’re done, am I right? SFV Room 200B: November 17th, ma’am? Whoa. SFV Room 200B: And what week is your final, you know? December 2nd? Start December 2nd. December 2nd? I think so. 2nd. 1st 2nd. 1st or 2nd, yeah. Hi, buddy, ready? If you want, I can move on over, you know? Hopefully, Monday will… SFV Room 200B: Hopefully, Monday, we’ll finish the book. SFV Room 200B: So, we will have two sessions of doing essays. SFV Room 200B: Right? And if you want, I will put some on D2L. SFV Room 200B: 4 or 3 of the ones that I think you may see again, sorta, kinda. SFV Room 200B: You know, sort of. I’m not… you know, we don’t do that. We don’t cheat here. SFV Room 200B: Everything is by the book. SFV Room 200B: Right? SFV Room 200B: And I’m begging you again, for everybody that is hearing me, don’t use ChatGPD, because SFV Room 200B: I’m telling you, the professors are looking into it, and if they do, they literally ask ChatGPT to find out if this is a ChatGPT response, and if it is. SFV Room 200B: And as I heard from at least one person I won’t name. SFV Room 200B: the question is designed in a way that if you give it to ChatGPT, the grader knows that it was… this response came from… do you understand what I’m saying? The sentences are designed so that… and if that happens, as you probably know, last semester, 9 people got kicked out of school. SFV Room 200B: Wow. You will be kicked out of school. SFV Room 200B: Permanently, which is not just this school, they will report you, which means any school. So, you just have to go to another profession. I’m just… please don’t do that. It’s not worth it. Getting an F is far better than getting picked out. SFV Room 200B: Please. SFV Room 200B: Because we all get tempted. SFV Room 200B: You know, but it’s suicide. yessenia soria: That’s her. According to Kim Kardashian, she used ChatGPT for her test, and she failed all of them. I’m gonna be honest with you, I’m 54 years old, I didn’t even know what ChatGPT was. yessenia soria: Honestly, I’m scared. SFV Room 200B: She failed? Yeah, she failed. You said that apparently you made her fail, or something. So many people said, oh, I passed, I passed, I… SFV Room 200B: I follow them. SFV Room 200B: But, of course, if you fail. Are you kidding me? SFV Room 200B: No, I think… You gotta take law school serious. It just passed, but previously, I think they’re talking… She just passed? SFV Room 200B: That’s what I heard, too. Oh, really? She just became a lawyer? She took the baby bar first, and she passed it on her fourth try. And then she’s taking… now she took the bar, and her results should come out, like, in the next week or so. Oh, okay, how about they… yeah, what is it, November 8th? When does the result? I also want to pass it yesterday, I saw… Robert Nazarian: Results came out yesterday. yessenia soria: Yeah, and I didn’t… I followed her, and I didn’t see anything that she posted it. SFV Room 200B: I think she did. yessenia soria: Like, when she passed the baby bar, a lot of attorneys at work. SFV Room 200B: A lot of students posted that, oh, I’m officially a lawyer, and I get… at least two people texted me to… for me to become a judge pro tem so I can swear them in. SFV Room 200B: And I said, hey, I have another idea. Let me take you to a judge that I know. He gets sworn in this weekend! Done. This headline here, it says, Kim Kardashian says she screamed at Chad GPT after it made her fail law school tests. That can’t be real. Well, that’s… it’s across multiple sources. She’s smart, she’s marketing. Armen Bashian: She did it on the show, so it was her saying it. SFV Room 200B: Why are you using it? You know how many lawyers have, in fact, been reported to the State Bar for using Chat… look it up. I heard ChatGPT gives you, like, the free… One lawyer just came out and honestly told the judge that he used ChatGPT because he had 2 or 3 citations that were completely false. SFV Room 200B: So he admitted to it, and the State Park decided not to pull his license or suspend him, but they publicly wrote him, so if you go on the SFV Room 200B: website, it literally says that he’s been publicly admonished, which is really sad, because your potential clients can see that you were cheating. That’s… that’s not… that’s very bad. Yeah, but don’t know what the State Bar does to… to lawyers that use chat. You can use it! SFV Room 200B: You just can’t put that stuff in there without SFV Room 200B: Shepherding it without actually making sure that these cases are real, you know, and they’re still good cases. Because anybody can make stuff up for the court. SFV Room 200B: Right? But as the court finds out, which they always do. SFV Room 200B: Based on my experience, because… because we do civil litigation, we… we do this motion… motion practice all the time. SFV Room 200B: And the court always knows, but I’m making a point, even when… SFV Room 200B: a seasoned lawyer in my office who’s been a lawyer for over 40 years, writes something, I always check the cases, just so that I don’t get in trouble. Because it’s my name. So they’re being punished for the cases, not for the actual use of it? SFV Room 200B: No, you can’t get punished for using any technology. That’s… it’s when you have false information, wrong information in your briefs. SFV Room 200B: You say, California Supreme Court just said, boom, boom, boom, here’s the citation, and it’s false. SFV Room 200B: Right? Or overruled. SFV Room 200B: You put that in there, you get in trouble. You can’t do that. SFV Room 200B: So, no, it’s… you can use… in fact, I encourage you. Why not? SFV Room 200B: You can use it in school! SFV Room 200B: Just don’t use it to do papers and hand it over, because then we know it’s not your work, it’s somebody else’s work, right? SFV Room 200B: And that’s the surest way, as I said before, for whoever was late, or SFV Room 200B: You will be kicked out. There’s no doubt about it. I mean, it’s not like you can go beg and cry SFV Room 200B: And as much as I love all of you. SFV Room 200B: As much as you participate and I keep names. SFV Room 200B: 100%, if it’s up to me, you’re gone. SFV Room 200B: Go on. I don’t want a lawyer representing me that is a cheater. Do you want a doctor to operate on you that learned from ChatGPT? I don’t think so. SFV Room 200B: I don’t think so. SFV Room 200B: You know, we… us lawyers have… my wife’s brother is an emergency physician. SFV Room 200B: at a hospital. He says, I saw a doctor dictate to chat GPD. SFV Room 200B: about a conditioner or something. And he said, oh, let me see if that actually works, and I got… SFV Room 200B: Half the response was relatively okay, and the rest was completely bullshit. SFV Room 200B: I said, this is pretty much true still to this day with the law practice, despite all the advertisement that you see that it is a specific AI for lawyers, baloney. SFV Room 200B: I’ve tried it. It’s baloney. SFV Room 200B: It’s not that good yet. Maybe in a year or two, or whenever. Not today. Don’t use it. I’m telling you, you will be kicked out, okay? Don’t come back and say, I didn’t tell you. Okay, we have 41, that’s what I wanted to see. We have 41 on Zoom, so we’ll start. SFV Room 200B: A couple of people told me they won’t be here. Robert Nazarian? Robert Nazarian: Here, Professor. SFV Room 200B: Gohar is not gonna be here, correct? Ms. Petrosian is not here. SFV Room 200B: She already told me. Danny Ramirez? Here. SFV Room 200B: Ruben Agajanian? Rouben Aghajanyan: Here. SFV Room 200B: Brianna, Camaro-Estrada? Here. SFV Room 200B: I saw you. Josh LaZone? You’re a professor. Yes, sir. Marco Danilovsky? Here. Saw you. Roberto Campos? Here. Saw you. Armin Zakarian? Armen Zakaryan: Here, Professor. SFV Room 200B: Yes, sir. Joseph Khajijian? Joseph Kejejian: You’re a professor. SFV Room 200B: Lucine Abrahamian? Lusine Abrahamian: Parent Professor. SFV Room 200B: Karia Solazar Maria. Karia Salazar: Here. SFV Room 200B: unique read. Yanique Reid: Here, Professor. SFV Room 200B: Sinia Soria? yessenia soria: Here, Professor. SFV Room 200B: Jasmine Purzanjani. Jasmine Pourzanjani: You’re a professor. SFV Room 200B: Surin Abrahamian? Suren Abrahamyan: Here, Professor. SFV Room 200B: Cesar Gonzalez? SFV Room 200B: Cesar Gonzalez. SFV Room 200B: Going once, going twice. Jana Masmanian. Yana Mazmanyan: Here, Professor. SFV Room 200B: Franz Biombe. frantzbiamby: Here, Professor. SFV Room 200B: Madelena Koshkarian? SFV Room 200B: Maddalena, Maddie, Kushkarian? SFV Room 200B: Isabelle Salazar? Isabel Salazar: Here. SFV Room 200B: Tino Rosavi? SFV Room 200B: Wow, sorry, so… Tina Rosavi? SFV Room 200B: Savada Safarian? Sevada Safarian: Here, Professor. SFV Room 200B: Armin Boschian. Armen Bashian: Good morning. SFV Room 200B: Good morning. SFV Room 200B: Sona Gazarian? SFV Room 200B: Sona Gazarian? SFV Room 200B: I know where some people are. They’re at the Armenian Bar Association in San Francisco. Some people are… I want to go on time. I’m gonna reach out to her. Edwin, Agilean? Edwin Aghilian: Here, Professor. SFV Room 200B: Daniel Topangian? Daniel Toukhlandjian: Here, Professor. SFV Room 200B: like the tickets. Giancardo and Hernandez? SFV Room 200B: Jason, Bakarian, I totally missed you back then. Jason Makaryan: Professor. SFV Room 200B: Thank you. Masi, Oyaga? Masie Oyaga: Here. SFV Room 200B: Leona, car Bion? Here. SFV Room 200B: Is it Caribbean? Yes. SFV Room 200B: There’s no Cartillon. Sounds French. Sorry. Yes, sounds good. I like the name. SFV Room 200B: Especially Liana, what a nice thing. Laura Moradian? Laura Muradyan: Here. SFV Room 200B: Juan Esparza. SFV Room 200B: Ana Galtzian? Anna Galadzhyan: Here, Professor. SFV Room 200B: Alexander, Pocre… Alex Poberezhskiy: We’re here. SFV Room 200B: Please put your phone on silence. Rami, hello? SFV Room 200B: Rami Yosef, hello. SFV Room 200B: Sabrina Malekan? Sabrina Malekan: Here. SFV Room 200B: Clarissa Terrasas? Clarissa Terrazas: Yeah. SFV Room 200B: Adrian, Kumamoto? SFV Room 200B: Adrian Komamoto? SFV Room 200B: Madonna Youssef? Madona Yousef: Hi, I’m on the way, I accidentally missed the freeway, so I’m just 10 minutes away. SFV Room 200B: Anna Hakopian? SFV Room 200B: Anna Hakopian? SFV Room 200B: Arthur Voskersian? Here. Karin Hernandez-Vazquez? Karen Hernandez: You’re a professor. SFV Room 200B: Arthur, Ms. Lumion? SFV Room 200B: Excellent. SFV Room 200B: Arthur, Ms. Lumion? SFV Room 200B: Danielle Sheck? Daniel Sheck: Good morning, Professor. SFV Room 200B: Bye, sir. SFV Room 200B: Leonie Nazarian? Here. SFV Room 200B: Victoria Prionis. Victoria Briones: Here. SFV Room 200B: Ruben Hunanian? Dear Professor. Rita, Karayan? SFV Room 200B: Rita Lili Karayan? SFV Room 200B: Annabella Sulahian? Here, Professor. SFV Room 200B: Sebastian Nazar? Here. SFV Room 200B: Cameron Smith. SFV Room 200B: Sayyadib, Mosavi… I’m sorry. SFV Room 200B: Povaceri Ghilani. SFV Room 200B: Ms. Gilani? SFV Room 200B: Might be late again. Happy Saturday! SFV Room 200B: I know. Lock the doors. SFV Room 200B: Carl Kushkarian. SFV Room 200B: Well, well, well. Karo Koshkaryan: Professor? SFV Room 200B: Don’t be honest, it’s not gonna work. Don’t be honest, lie. Don’t try. Even at work, I can’t. Don’t try! It’s better than you. SFV Room 200B: You know, I’m just worried about you. Param Kushkarian. SFV Room 200B: goodness. Karo Koshkaryan: Yeah, I’m here, Professor. SFV Room 200B: Arman, Mirzoyan. Here, we’re just gonna lock the door, except it doesn’t have a lock. SFV Room 200B: Oh, Cynthia Laugrad. Cynthia Llauger: Here, Professor. SFV Room 200B: How did you out? I won’t say anything. Smith Flores. Josue Flores: You’re a professor. SFV Room 200B: Paul Gonzalez! Paul Gonzalez: Hi, Professor. SFV Room 200B: Hi. Sreeport Kasabian. Hello, sir. Hello, sir. SFV Room 200B: How are you, sir? I’m happy to be here on a Saturday morning. SFV Room 200B: She needs to get on bipolar medication. Is it Eugene Gottian? Yes, I’m here. Hi. Danielle Armin? danielarmin: Year. SFV Room 200B: Susie Shakhradumion? Suzy Shkhrdumyan: Good morning, Professor. SFV Room 200B: Morning. Ilona Nasarian. It’s the week of the 20th. SFV Room 200B: Alona Nazarian? Kevin Olivanti? Kevin Golovaty: You’re a professor. SFV Room 200B: All right. I don’t have, go higher, we do know… I don’t have Cesar Gonzalez. SFV Room 200B: I don’t have Medalina Kushkarian, I don’t have… SFV Room 200B: Tina Rosahi. I don’t have Sonar Khazarian. SFV Room 200B: I don’t have Adrian Komamoto. I don’t have Arthur Ms. Lumion. We have Ms. Kalani Late. SFV Room 200B: And we have… Alona and Azarian, we don’t have. Everybody else is accounted for. SFV Room 200B: No, you can’t. You don’t get to ask questions. At least I tried to come in person. Give me some credit for that. Okay, I want to give you some credit for coming. I just want to know how you could force the guys to fix the stupid arm gate, like… SFV Room 200B: I was gonna sue them. Oh, you heard about that? Yeah, yeah, I was like, I got super excited. I have respect for the school, I would already sued them. What’s the cause of action? Yeah, what’s the cause of action? What’s the imprisonment. No, it’s not. I’m not joking. Are you serious? I am dead serious. I’ve given you multiple notices. You gave me for 40 minutes. Come explain to the court. It takes you 2 years to get to court. SFV Room 200B: Meanwhile, you have to spend attorney fees. Then, fixing this would be a lot cheaper than paying the lawyer. Trust me. Oh, and then you just send a letter? I just said that all on tape. I said it on purpose. Let it roll! Let it go viral. So when you said don’t use ChatGPT, I sometimes use ChatGPT for, like, checking the grammar. After I write it, I will say check grammar. SFV Room 200B: Is that okay for final? No. No? No. SFV Room 200B: I’m telling you, thank you for asking that question. I’m dead serious. SFV Room 200B: Interesting. If, listen, I don’t even know if I’m supposed to say this, but I will say this. SFV Room 200B: I can’t say everything that I should… I want to say, okay? I really can’t. SFV Room 200B: But during a faculty meeting, we were told SFV Room 200B: that the way the questions are designed, we will know for sure if anybody used ChatGPD for any reason whatsoever. Okay. SFV Room 200B: If they find out you did. SFV Room 200B: I have to report you to the team, okay? So that’s me. Everybody else will do just at least the same, which means that you will be called in, they will verify, and then they’re gonna say, have a nice day. SFV Room 200B: And then they report you. That’s the bad part. You can’t go anywhere else. They won’t take you. It’s like a red stamp on your… SFV Room 200B: It’s forever banned from going to law school. What are you going to do? Okay, so no grammar, no, like… I’m just telling you, no. When I went to school. SFV Room 200B: There was a lady, there was a girl in our class that… no, it wasn’t… she wasn’t in my class. SFV Room 200B: I was her teacher assist… I was her assist… I was teaching her at home. SFV Room 200B: Right? I was a tutor. That’s the right way to say it. I was a tutor for her. I was also a TA in school, but I was a tutor, you know… I found out she was kicked out of school, right? SFV Room 200B: And then they put one of those stamps or whatever, they reported her to the state box. She couldn’t go to any other school. SFV Room 200B: Why? SFV Room 200B: Because somebody thought that she’s cheating, reported it, so they put a camera on her, and she didn’t know. Sitting in class, taking the exam, she goes in here, pulls out a piece of paper, a little piece of paper, and it’s all on camera. SFV Room 200B: as soon as somebody walks in and grabs the paper from her, and she sued the school for grabbing the paper. She said, you assaulted me. SFV Room 200B: She hired Justice Arabia, former Supreme Court Justice. SFV Room 200B: She lost. Wow. Wow. SFV Room 200B: I’m just… and Justice Arabian is like, just his name was enough for everybody to say, okay, okay, okay, we’ll negotiate. SFV Room 200B: But she lost. And to this day, she’s not a lawyer. I know already. SFV Room 200B: Because I know. SFV Room 200B: It’s the same thing using ChatGPT for even grammar. I suggest just don’t. You don’t need it. SFV Room 200B: You don’t need it, your grammar doesn’t have to be perfect. Who says? We don’t care. All we care about SFV Room 200B: Did you spot the issue? SFV Room 200B: Right? Did you Iraq it? End of story. SFV Room 200B: If you spotted the issue and you correctly stated the rule, which SFV Room 200B: You don’t need ChatGPT for that. I’ve said it 5,000 times, right? You can look it up in, Barbary outlines and, commercial outlines. SFV Room 200B: Right? SFV Room 200B: You state the rule. SFV Room 200B: You make your argument, which, honestly, you don’t need perfect… who cares about… I don’t care about grammar. SFV Room 200B: That doesn’t make you a perfect lawyer. It doesn’t. When you become a lawyer, absolutely have your grammar checked, no problem. In fact, one of the lawyers, very good lawyer, in one of the offices that I’m at. SFV Room 200B: told me that nothing goes out of my office, letters, not… not, briefs, but letters. Like, when he writes a letter. SFV Room 200B: He said, I give it to ChatGPT, it doesn’t go out until I have ChatGPT look it over. SFV Room 200B: And sometimes, because he said he’s got the same problem as me, which is attitude problem, you know, I just… I write nasty SFV Room 200B: Sometimes. He gives it to ChatGPT, no joke, and he says. SFV Room 200B: can you make this a mellow, mellower, or gentler, you know, and then… and ChatGPT makes it a little less, you know, less profanity, less aggressive, less whatever. Less aggressive. Although, somebody beat me. I just called a lawyer, Friday, and I said, counsel, I was just hired on this case, and you had already sued my client, and you went all the way to trial, you didn’t show up. SFV Room 200B: He didn’t show up for trial. SFV Room 200B: The judge dismissed the case without preface, so he filed it again. SFV Room 200B: And I said, I’m about to file against your client, and against you, and this, but just in this tone. I want to see if we can negotiate and resolve this thing. My client is prepared to give you some money. SFV Room 200B: He said, go file whatever the F you want to file. That was the first thing out of his mouth. And I said, counsel, I mean, I can’t say all… everything I said, but I said, negotiations are over, now you’re my enemy number one. SFV Room 200B: you personally and your client. Good luck. SFV Room 200B: And now I’m just preparing so many motions. I’m just going to bury him with papers for the next month. SFV Room 200B: Just because of the way he spoke. So that’s another lesson. If you’re going to be nasty, be prepared to pay for it when the other lawyer gets nasty. SFV Room 200B: When people ask for extensions of time, for those of you who work for law firms. SFV Room 200B: If they ask for an extension of time, don’t be an asshole. SFV Room 200B: Give it to them, because it’s a small work. They will remember you, and if you want it one day, they’re gonna say, oh, that guy, oh, no way, no extension. SFV Room 200B: Don’t do that. No, unnecessarily. He didn’t have to cuss. He could have just said, okay, Mr. Kidd, I’ll hear you, or why don’t you put it in an email or something. But he started cussing, I’m like, okay, that’s the way it is. SFV Room 200B: I know more bad words than you, trust me, my mouth is so impurity and nasty, you won’t even come close, bro. And I let him have it. I just can’t repeat it here. SFV Room 200B: Professor, I have a question. Yes, sir? Isn’t it also a good tactic to assume right before, like, Hanukkah or Christmas, so they can… Well, he filed a lawsuit already, so we have to do a cross-complaint, but my… there are… I have ways of… SFV Room 200B: There is something called a Safe Harbor Rule, by the way. If you ever get a 128.6, I think it is, of the CP, SFV Room 200B: If you get a safe harbor rule, Letter from a lawyer. SFV Room 200B: Be very careful. SFV Room 200B: Because if you don’t fix the problem and they take it to the judge. SFV Room 200B: Not only is it possibly a reportable offense against you. SFV Room 200B: you will be sanctioned. You personally will be sanctioned. Thousands of dollars by the court. What’s the name again? It’s called, what did I just say? Safe Harbor. Safe Harbor, yeah. It’s basically a letter that goes to the opposing lawyer saying, your complaint or your document is offensive, it’s this, that, whatever, remove it. SFV Room 200B: Take care of it right now. And you give them a certain time to do it, and if they don’t, you just have the court. That’s what I’m about to do with him. SFV Room 200B: Right? He just doesn’t know that he… he’s in his 80s, I think I may end his life short. Because I’m gonna give him so much work to do, he’s gonna say, this case wasn’t worth it. SFV Room 200B: Maybe I should wash my mouth next time I speak, too. SFV Room 200B: Anyways… SFV Room 200B: So, I’m just saying, be courteous, and because, look, all jokes aside, you will pay for it. You will pay for it, and your client will pay for it. And you know what happens if your client finds out that your attitude was the reason he lost, or she lost? That’s very bad. They will tell everybody, don’t work with this guy. SFV Room 200B: So despite everything I say here as a joke, 99% of the time, I’m extremely nice. SFV Room 200B: Like, even if they say, I want 2 months extension, can you please tell me why? If they explain it, and it doesn’t harm the client, you got it. It’s done. No problem. SFV Room 200B: That’s just the way to do it. It’s common courtesy, right? SFV Room 200B: Sometimes you just… you’re barred by the rules not to give them that much extension, so be careful, be mindful of that. Don’t just do it because you want to. SFV Room 200B: By the way, I’m at 56%, thank you. SFV Room 200B: Okay, everybody, please go to page… SFV Room 200B: We are starting on 337, am I right? Yes. Okay. So… Yes. So, is it, Mitchell versus Loth? Anybody? SFV Room 200B: On page 337, SFV Room 200B: The world promised to remove the ice house. Does that ring a bell? SFV Room 200B: Anybody wants to brief that case for us? SFV Room 200B: Oh, my book is that? SFV Room 200B: Okay. And I’ll just call a name, then. Daniel Sheck: I’ll go, Professor. SFV Room 200B: Oh, let me tell you who you just saved. SFV Room 200B: Surin, nice to see you! SFV Room 200B: Okay, go ahead, whoever was on Zoom, please give me your… give me your name and proceed. Daniel Sheck: Daniel Sheck? Daniel Sheck: Thank you, sir. And the facts are, in 1923, Charles Lath agreed to sell his farm to Catherine Mitchell. Lath also owned an ice house across the road, which Mitchell didn’t like. Daniel Sheck: So besides the written agreement for the farm sale, Last verbally agreed to remove the ice house. But after Mitchell got to the farm, Last didn’t remove the ice house. Mitchell sued Lass, and lower courts agreed with her. Daniel Sheck: The issue was… Daniel Sheck: The question is whether a separate agreement that’s spoken or written can be used in the court if different from the final written agreement. Daniel Sheck: The court said the spoken agreement about the ice house cannot be used in court. This is because it’s not separate from the final agreement to sell the farm. For a spoken agreement to be used in court, it has to be separate from the written agreement. It cannot go against the written agreement, and it has to be something that wouldn’t normally be in the written agreement. Daniel Sheck: The spoken agreement about the ice house doesn’t meet these conditions, so the court reversed it to lower court’s decision. SFV Room 200B: Excellent. So, a couple of points. This is a very, very important case, honestly. It really is. So, I want to make a couple of points. First of all. SFV Room 200B: If you look at… the bottom of 337. It says, two entirely distinct contracts. SFV Room 200B: Each, for a separate consideration, may be made at the same time, and will be distinctly legally, right? I’m see… SFV Room 200B: distinct legally, meaning… what does that mean? That means anybody can make two separate contracts as long as they’re supported by separate considerations at the same time, no problem. SFV Room 200B: Right? One contract to fix the roof, and the other contract to fix the walls. SFV Room 200B: It’s all good, and both of them are admissible. SFV Room 200B: Right? SFV Room 200B: It doesn’t… even if it contradicts another contract, if it’s… if it’s a separate contract standing on its own, no problem. We have no issues with that, right? SFV Room 200B: Here, the court says, a written agreement, basically, that is prepared to be, that appears to be a complete integration on his face, right, and it’s closely related to this land sale. SFV Room 200B: If you really wanted the ice house removed. SFV Room 200B: You would have put it in this contract. It’s something that you naturally would include in this contract. SFV Room 200B: Because you did it, too bad, so sad. SFV Room 200B: Right? So anything that you spoke of prior to or at the time of entering into this contract. SFV Room 200B: It’s not coming in. SFV Room 200B: Right? Collateral stop. SFV Room 200B: But if there was negotiations afterwards. SFV Room 200B: if there was… somebody said afterwards, hey, I’ll do it in exchange for whatever, that potentially could be… SFV Room 200B: A modification. SFV Room 200B: Right? So if there’s an agreement, and then after that there is discussions between the parties that you can support, either by consideration or consideration substitute, that would be a modification. SFV Room 200B: So, we’re not subject to parole evidence. So… SFV Room 200B: Then on top of 338, the court says. SFV Room 200B: Sorry, I’m going to start with the bottom of 337 again. However, one agreement is entered into, wholly or partly in consideration of the stimulus agreement, to enter into another, the transactions are necessarily bound together. Then if one of the agreements is oral and the other is written, the problem arises whether the SFV Room 200B: Bond is sufficiently close to prevent proof of the oral agreement. SFV Room 200B: That’s your test. SFV Room 200B: So, and you will see, we have collateral agreements that do come in, or these agreements may come in for other reasons, the statements of the parties. SFV Room 200B: But that’s your test. Literally, that’s your test. You just want to see if they are sufficiently closely bonded together so that you would borrow this additional stuff SFV Room 200B: from coming in, okay? Or is it wholly separate? SFV Room 200B: That’s the key. SFV Room 200B: On 338, paragraph, third full paragraph, the Court says under our decision before such an oral agreement as the present is received to there in the written contract, at least three conditions must exist. The agreement… the agreement must SFV Room 200B: inform, SFV Room 200B: be a collateral one. It must not contradict, express, or implied provisions of the written contract. It must be one of the… one that the parties would not have ordinarily expected to embody in their writing. Or, put it another way, an inspection of the written contract reads SFV Room 200B: Read in light of surrounding circumstances must not indicate that the writing appears to contain the engagements of the parties SFV Room 200B: And or define the object and measure to the extent of such engagement. SFV Room 200B: In other words, what the court is trying to say is that sometimes a collateral agreement can be just that, just a collateral agreement. Usually, there are much smaller agreements and not so significant. SFV Room 200B: And, so… and I’m going to get to that. There is another case on that, so I’m gonna address that at that time. SFV Room 200B: I just want to say, later cases, basically talk about restatement Second of Contracts, Section 216, and UCC 22-202. SFV Room 200B: these two codes, and, you know, the UCC and the Resavement Second 216 are showing us the new approach, which is a more flexible approach, right, to this SFV Room 200B: issue, right? Less formal. Less formal. Okay, so here the judgment was for the defendant. Very good job, by the way. Excellent, thank you. And of course, there is… there is a dissent, but I don’t find it to be that significant. SFV Room 200B: Masterson, anyone? SFV Room 200B: On page 342. SFV Room 200B: Really, buddy? SFV Room 200B: This is by Justice Trainor. Yes, ma’am. Thank you. Justice Trainor is, you know, like the Justice Mosque of California. SFV Room 200B: A big shot, very big shot in the legal community. SFV Room 200B: Go ahead, ma’am, please. So Masterson v. Sign, I live in the California Supreme Court. SFV Room 200B: So, for the facts, dallas Masterson and his wife owned a ranch as tenants. SFV Room 200B: On February 25th, 1958, they conveyed the ranch to Medora and Lucine. Those are our defendants through a grantee that reserves the option for grantees to purchase the property back within 10 years of the date of conveyance. SFV Room 200B: The deep state of the monstersons could exercise this option by paying the same amount of consideration as is provided by the signs. SFV Room 200B: without any deprecation in the value of the property. Sine was Masterson’s sister and the wife of Lou Sine. After the conveyance, Dallas declared bankruptcy, and a bankruptcy trustee took over his estate. SFV Room 200B: The trustee and Rebecca Masterson brought a relief action to establish the right to enforce the option to repurchase a property conveyed by the science. SFV Room 200B: At the trial, the child… SFV Room 200B: Admitted, evidence showing that the consideration mentioned in the agreement was $50,000, and that any deprecation of value referred to SFV Room 200B: was allowable under income tax laws. However, in the trial court, it was also held that the parole evidence rule prohibited SFV Room 200B: introduction of evidence offered by the science that the parties intended the… SFV Room 200B: property to be kept with the Masterson family, and thus, the option was personal to the Mastersons and cannot be exercised by the banquet trustee, and both parties appealed. SFV Room 200B: For the issue, I have, is evidence of a separate oral agreement admissible to prove the terms of a reading contract if it is unclear whether the reading contract is intended by the parties to be complete? SFV Room 200B: And then… SFV Room 200B: For the rule, even if it is unclear whether a written contract is intended by the parties to be complete, evidence of a separate oral agreement may be admissible to prove the terms of the contract if the oral agreement is something that would be naturally SFV Room 200B: Made as a separate agreement by the parties, given their actual situation and circumstances when drafting a written contract. SFV Room 200B: And then the trial court correctly admitted the evidence proving that the amount of consideration and the definition of the SFV Room 200B: appreciation contemplated by the parties in the written contract, but it aired in excluding evidence of an oral agreement between the parties that the option was intended to be kept within the Masterson family, and thus personal to the grantors. SFV Room 200B: Thank you very much. Good job, good job. So… SFV Room 200B: Was this a partially integrated contract, or, something else? SFV Room 200B: Anybody. SFV Room 200B: On the… on its face, the court… did the court say this was a complete integration or partial integration? SFV Room 200B: Partial. SFV Room 200B: Partially. Right? SFV Room 200B: And, it’s… Do the court say that the… this other… SFV Room 200B: Evidence that was coming in was consistent with the writing. SFV Room 200B: Yeah, it was consistent with the writing. It wasn’t inconsistent with the writing. If it was inconsistent, I guarantee you would not come in. SFV Room 200B: Because this is still good law. SFV Room 200B: This 1968 case. Okay, by the way, it’s in-bank. What does in-bank mean? SFV Room 200B: N-I-N Bank. What does that mean? Does anybody know? SFV Room 200B: It’s when a court of appeal, all of the justices sit SFV Room 200B: to hear the case. It’s called in-bank, okay? So, for example, Ninth Circuit. SFV Room 200B: It’s three justices, usually. But if they ask for all justices to sit, then it’s in bank. Everybody gets to sit, and that’s why they put that in here, so that we know that all of the justices were basically, you know, present and decided. SFV Room 200B: Okay. SFV Room 200B: So, Justice Traynor emphasizes that the test of admissibility is whether the oral term might naturally be made as part of a separate agreement by the parties SFV Room 200B: And that’s basically what he says. So, evidence of oral collateral agreement, and that’s what the court thought. He advanced this theory, by the way. Literally, that’s why this case is here. SFV Room 200B: Evidence of oral collateral agreements should be excluded only when the fact finder is likely to be misled. The rule must therefore be based on the credibility of the evidence. SFV Room 200B: One such standard, adopted by Section 241B of the Restatement of Contracts, permits proof of collateral agreement if it is SFV Room 200B: Such an agreement as might naturally be made as a separate agreement by the parties, SFV Room 200B: situated as where the parties were in the written contract. In other words, literally coding from the restatement of contracts. So that’s… SFV Room 200B: you can see that they are moving away from that rigid rule that we had day one. In other words, again, so one of the things that can come in is collateral, right? And then you will see that the evidence may come in for other reasons as well. SFV Room 200B: I am skipping, Mark, is it Gergen? SFV Room 200B: We don’t like that taste. SFV Room 200B: And we’re gonna go to Lee versus, Govda. SFV Room 200B: Seagram and Son, Inc. on 352. Paul Gonzalez: I could do this one for you. SFV Room 200B: May I please have your name? Paul Gonzalez: Paul Gonzalez? SFV Room 200B: Yes, sir. Go ahead, Paul. Paul Gonzalez: So, Harnell Lee and his sons, Lester and Eric, owned half of a capital city liquor company. It was a liquor distribution that sold large amounts of Seagram products. Paul Gonzalez: Arnold’s brother and his nephew owned the other half of the company, the liquor company. When the family decided to sell the business, Arnold, who was 36 at the time, had a business relationship with Seagram Products and personally knew the executive Paul Gonzalez: Who was Jack Yogaman. Paul Gonzalez: offered, they initially offered to sell Capital City to Seagram, the product distribution, on the conditions that they would relocate Arnold and his sons into a new distributor. Paul Gonzalez: A month later, the Seagram employees, including John Barth, negotiated the written sales agreement for Capital City. The final written contract Paul Gonzalez: executed in September 1970 did not include any promises about the new distribution, and it contained no, integration clause. Paul Gonzalez: When the Seagram failed to provide the new business, the Lee sued… the Lees sued for breach of oral agreement. The trial court allowed evidence of the oral promise, and the jury ruled in favor of Lee. Paul Gonzalez: So, the issue I said was, can evidence of an oil agreement relate to a later written contract be admitted when the parties are not Paul Gonzalez: identical. Paul Gonzalez: And when the written contract lacks integration clause, the evidence of the oral agreement that relates in part of later the written agreement is not excluded by the evidence rule when the above Paul Gonzalez: Like, when the issue is stated, basically. The court held that the oral agreement was admissible because the circumstances showed it was not meant to be part of the written sales contract, and the oral and the written agreements involved, different parties. Paul Gonzalez: Different Seagram representatives handled each negotiation, and there was no evidence that those drafting the written contracts even knew of the earlier oral promises. So to conclude, the Second Circuit affirmed that the lower courts decision holding that the parole evidence did not Paul Gonzalez: barred, lease from introduce… introducing evidence to the oil agreement. SFV Room 200B: Excellent, thank you very much. So, the evidence came in because SFV Room 200B: the written agreement was not a total integration. Somebody asked me last time if there is an integration clause. Would that mean that this is a total integration? Not necessarily, but it certainly will… SFV Room 200B: raise a red flag, right? For somebody, one of the parties that says, this was not a total integration, they would have to overcome the presumption that it is a total integration. And in this case, the court said it does not contradict the written sale of assets agreement, therefore it is admissible. SFV Room 200B: So, again, the court applied the Corbyn approach, so that’s… SFV Room 200B: basically what I think the court did. SFV Room 200B: Again, the court is searching for the intent of the parties, rather than its reasonable interpretation of the agreement, which is… SFV Room 200B: An emphasis for all of you, that anytime you want to find out if the additional evidence may come in, you always have to talk about the intent of the parties, not just SFV Room 200B: Total integration, partial integration, or collateral, SFV Room 200B: contracts, stuff like that, but you always want to talk about intent of the parties. The intent of the parties is the key to deciding whether it’s a total integration, partial integration, not your judgment. Although, when we write, obviously it’s our judgment, right? But… SFV Room 200B: it… Just stick in there. SFV Room 200B: Intent of the parties. Anytime you’re… SFV Room 200B: Writing to the grader, talk about intent… you can never go wrong. SFV Room 200B: in contract law, to say the intent of the parties was this. The intent of the parties was that. SFV Room 200B: Right? And then the other side is the other party’s going to argue this. So, that is always a safe bet, always. Rather than, I think. SFV Room 200B: Okay? SFV Room 200B: Okay, any questions before we move on? SFV Room 200B: George v. DiVoli. Anyone? SFV Room 200B: 1977. Yes, ma’am. SFV Room 200B: So, George, the plaintiff, agreed to purchase, jewelry, from Divoli for, $500, and they had a written, memorandum for sale that, indicated that George can attend the jewelry if she… if he doesn’t like it, and get a refund. SFV Room 200B: And no time period was, specified in that, written memorandum. SFV Room 200B: And then, but they orally discussed that, if George didn’t like the… SFV Room 200B: So, okay, sorry. If it was acceptable, and then they didn’t, discuss, any time period for the return, and then after George received the jewelry, he decided to not keep the jewelry, and returned it, and returned it the following Wednesday, and requested a refund. SFV Room 200B: And… but DeVoli refused to, pay, and George sued. And at trial, DeVoli mentioned that they orally, discussed and agreed that if George wants to return the jewelry, it needs to be by the following Monday, but George, returned it on the following Wednesday. SFV Room 200B: So, and after presenting the evidence to the trial… at trial. SFV Room 200B: the court considered whether introduction of oral agreement was permissible under the parole evidence rule, and that was the issue. And, so here, the UCC governs the transaction, UCC202, and the UCC says that, SFV Room 200B: Evidence supplementing a written agreement may be presented as long as the written agreement was not intended to constitute a full and exclusive expression of the terms of the transaction. SFV Room 200B: And the supplemental terms are not inconsistent with the written agreement. So here, the memorandum was not a full and exclusive expression of all the terms. SFV Room 200B: Because, it didn’t include the time period, for which the jewelry could have been, refund, returned. SFV Room 200B: And then, the agreement to a deadline for returning the jewelry is not inconsistent with the written memorandum. And so, and then the Appellate Division… SFV Room 200B: Also, the Blue Division also said that, the return agreement must contradict, the very existence of the term sought to be at N, in order to, say that it’s inconsistent. SFV Room 200B: And so, applying all of these principles to the oral agreement, the court concluded that the evidence of SFV Room 200B: the Monday deadline is admissible, so George failed to meet, such deadline, and therefore they will not need to provide a refund, and George’s complaint was dismissed. Excellent, thank you. So, the middle of page 250… 357, SFV Room 200B: The court says Section 2-202 of the UCC compels the court to allow oral testimony supplementing SFV Room 200B: compels the court. In other words, the section literally says that you must allow this evidence, compels the court, to, SFV Room 200B: Allow oral testimony supplementing the written agreement were not… were not inconsistent, or where the writing is not intended as complete. SFV Room 200B: as a complete and exclusive statement of the terms of the agreement. In other words, if it’s partial integration, and it’s not inconsistent with the written agreement, that’s the UCC approach. No problem. SFV Room 200B: Okay? Sorry. No, no, go ahead. You raised your hand. I was asking if the other party can just come in and then completely deny the oral, agreement. Well, they can. I mean, the… you can deny all you want. The problem is… SFV Room 200B: I think the court found substantial evidence that it was there, right? I mean, people deny, but… SFV Room 200B: you’d be surprised how many people in depositions, you know, I sometimes use… SFV Room 200B: The complaint or the answer Or even the discovery responses of… SFV Room 200B: Their own lawyer against the witness. SFV Room 200B: And I just make stuff up, and believe it or not, sometimes lawyers are just asleep. I swear to God, I’m not asleep. Sometimes lawyers are just… SFV Room 200B: Not paying that much attention, and just… just when I’m asking a lot of BS questions. SFV Room 200B: This is just something for you all to consider, and it’s… I learned it from SFV Room 200B: A very good lawyer. SFV Room 200B: Many, many, many, many years ago. He’s asking the dumbest, ridiculous, most ridiculous questions, or the easiest questions on Earth, and then suddenly he just throws one of those questions that he wants the answer he wants, and he went something like, which is what I do a lot. SFV Room 200B: I go, in your discovery responses, you said that the light was green. SFV Room 200B: Is that true? And she goes, yeah, that’s it. SFV Room 200B: That’s all I want. Now, I don’t care how many times the lawyer objects and says, that’s not what it says. I just got it… I just got her to admit that the light was green. SFV Room 200B: Just as an example. SFV Room 200B: Do you know what I mean? So it’s all about tactics. A lot of times. SFV Room 200B: where people don’t want to admit to things, believe it or not, if you know what you’re doing, and I’m not suggesting I do. SFV Room 200B: if any lawyer knows how they’re doing it, and you just get them at the right time, usually at the end of the day, when they’re tired, pissed off, hungry, they want to leave, you know, I gotta pick up my child. In 10 minutes, I’m like, no problem, I’ll be done in 5 minutes. SFV Room 200B: And that’s exactly when I hit them with… SFV Room 200B: the most ridiculous questions that I really want to hear the answer that I want. So the answer to your question, yeah, you can deny, but a lot of times. SFV Room 200B: You’d be surprised where the evidence comes in. And then there are witnesses, there’s… there’s other evidence that will show that it did actually take place, so… SFV Room 200B: I think she… you had… you didn’t have your hands up, but you had a question. I was just gonna say, like, I thought if it was not written, then it just would not be admissible. That’s the whole point of… SFV Room 200B: oral test… oral statements not being so credible. That’s the whole point of Statue of Frauds, when we… when we study it next semester. SFV Room 200B: Statue of Frauds is designed to prevent these oral agreements from destroying lives, right? Somebody says, you know, he sold his house to me. We shook hands. We may have. Too bad. So sad. SFV Room 200B: Right? Or his old is cartony. SFV Room 200B: We shook hands. SFV Room 200B: Not enough. So in this case, since it was in a reasonable amount of time, like, within a week, it kind of makes sense, or, like, because if it was, like, 6 months later, it probably would have… Probably. Yeah, I mean, at least that’s something that I would argue. SFV Room 200B: But the point is, would the evidence come in? SFV Room 200B: Now, obviously, the trier of fact, whether it’s a jury or a judge, will get to decide if that evidence is credible evidence. SFV Room 200B: Or whatever weight they should give to it. SFV Room 200B: The question is, does it come in? That’s all the parole evidence is doing. SFV Room 200B: Pro evidence is not making a decision, right? Only as to whether or not the evidence is credible enough and meets the requirements SFV Room 200B: for it to come in, right? Mainly just meeting the requirements. SFV Room 200B: Right? Whether it’s consistent, inconsistent, whether it’s a partial integration, full integration, the whole point SFV Room 200B: quite honestly, we’re going… we’re spending, you know, a whole class time doing this. Some schools don’t even spend an hour on… on parole evidence. SFV Room 200B: Pretty much the professor says, listen. SFV Room 200B: Brutal evidence is any evidence that is, I swear to God, contemporaneous to or previous, prior to the written agreement that will come in SFV Room 200B: If it’s a partial integration to… SFV Room 200B: add to, but not inconsistent with, the terms of the written contract. If it’s a full integration, it doesn’t come in. SFV Room 200B: That’s it, you got it? That’s it. Bye-bye. SFV Room 200B: That’s really what it is. So… SFV Room 200B: Don’t read too much into pro-evidence. All you need to look at is, is this evidence SFV Room 200B: contemporaneous to or prior to the written agreement was the written agreement by the intent of the parties. A total integration or partial integration. SFV Room 200B: Is the evidence coming in to supplement? Is the evidence is coming to contradict? That’s how you decide. If the evidence is coming in for any other reason, which we will say in a minute, that the evidence came in to say that this was a fraudulent contract to begin with, there was no contract, it was BS, it was a lie. SFV Room 200B: Right? It always… of course it comes in, 100%, right? To show fraud. SFV Room 200B: For example. So, the only reason it may not come in is if it’s supposed to contradict, or in the case of a full integration, contradict and or supplement. That’s it. SFV Room 200B: That’s the whole crock of coral evidence. If you didn’t get any of it, watch this tape, 3 minutes, that’s all you need to know. Honestly. SFV Room 200B: That’s what I look for. That’s what any grader would look for. Did you state the law correctly? Did you apply the evidence that is SFV Room 200B: the facts of the case to the law correctly, and if you conclude incorrectly, we don’t care. You still get full credit. Doesn’t matter. Your conclusions mean nothing. SFV Room 200B: My conclusions mean nothing. SFV Room 200B: Unless I’m a judge. SFV Room 200B: Right? Who cares what I think? SFV Room 200B: Okay, I mean, I do, but nobody cares about what I think. SFV Room 200B: Okay, have I answered your question, ma’am? SFV Room 200B: Yes, thank you so much. Of course. In that example you gave, where you’re like, I asked that lawyer in your discovery, you said the light’s green, and she said yes, in reality, she never said that. She had never said it before. Well, I’m oversimplifying, okay? I was just trying to see. But the truth is. SFV Room 200B: You’d be shocked that a lot of times. SFV Room 200B: I mean, I gotta tell you, it’s either lack of experience or lack of care, but the opposing lawyer either is not prepared, or is retired, or usually on his computer doing something else. I mean, you know it, you can see it. Swear to God, I’m serious. SFV Room 200B: Like, you just look at him, and it’s obvious that, you know, one of them was… my boss was one of those guys, except my boss was very, very sharp. SFV Room 200B: Every time there was a deposition, he was cleaning his briefcase. This briefcase was this big, with a lot of stuff in there, and he would just literally take everything out on the table. I think it was maybe his strategy to piss off the other lawyer. I swear to God. He would take everything out, put it on the table. SFV Room 200B: And he would start cleaning his briefcase, right there, in the middle of a deposition. SFV Room 200B: Dude! Come! I mean, it was his strategy, I swear to God. And then, because any time there was a bullshit question, or a question he didn’t like. SFV Room 200B: BOOM! He was right on it. SFV Room 200B: My strategy was, like, for example, if my client was Hispanic, let’s say, or, you know, some other language, and there was a little bit of reason to ask for an interpreter, I would ask for an interpreter. SFV Room 200B: And as soon as the interpreter interpreted, because I spoke a little, understood a little Spanish, I would immediately object without… before my client opened his mouth. SFV Room 200B: And my objection usually gave something away. I had already prepared my client. Anytime I object, open your frickin’ ears and listen. Very carefully, because I’m telling you what to say. SFV Room 200B: And I would say, objection, you know, misstates the facts, he never said red light, for example, you know what I mean? And the lawyer’s like, wait a second, he hasn’t interpreted yet. I’m like, oh, I’m sorry, I’m sorry, and I would do it every single time, all the way to the end. SFV Room 200B: of the deposition, if I had to. SFV Room 200B: It was… it’s a… it’s a tactic, or call it whatever you want to call it. SFV Room 200B: But, and one of the other things that I said before is, and I say it again, is that when the opposing lawyer is not prepared, the deposition can be devastating to their client. SFV Room 200B: It really can be. Even if the case is lost for you, sometimes in a deposition, you find SFV Room 200B: enough ammunition to amend your answer, or your complaint, or whatever, and just go for the juggler. So, deposition is a very, very important, key tool SFV Room 200B: to… and of course, written discovery right before that is also important, extremely important, to box them into something, and then go… go for it. Their positions are a very, very powerful SFV Room 200B: Now, obviously, I didn’t sit in every deposition of my client and objected before something was interpreted, right? I’m exaggerating. But on important points where I knew it’s going to be damaging to the client, and I just somehow had a hunch SFV Room 200B: That the client is going to open his mouth or her mouth and say something I don’t want to hear. SFV Room 200B: I’ll be like, oh, let’s take a break. He’s like, wait a minute, it’s not fitting! I’ll be like, I gotta go to the bathroom, dude. Sorry. SFV Room 200B: I would just walk out, and I told my client, anytime I say break, if you sit in that room, I will kill you. SFV Room 200B: You tell your client the same thing. The second I say, break, you get up, you walk out, don’t wait. Run outside the room, because you don’t want him to stop you and ask you anything. You just want to be out. Oh, sorry, he left. I’ll be right back. I’ll go get him. SFV Room 200B: And then you go talk to him in the hallway. SFV Room 200B: Got it? You tell your client, get up immediately, right? Even if you’re on crutches, crawl out! Seriously, that is my rule. It’s always my rule, because if there is a screw-up, and you want to prevent that. SFV Room 200B: You know, like, oh, I’m sorry, may I get this? And the client knows. As soon as I say that, he walks out. SFV Room 200B: Where you going? Just don’t listen to anybody. Go! SFV Room 200B: Right? Because what is the… the judges cannot blame my client for walking out of the room. SFV Room 200B: He walked out of the room calling a break, that’s it. Then I get to talk to him. How many breaks can you call? SFV Room 200B: as many as you want. The problem is that if you… the truth is that if you are disruptive. SFV Room 200B: the lawyer can suspend the deposition, go to court. SFV Room 200B: either get a referee to come at your expense to sit in the deposition. Oh, yeah. And the referee would rule that SFV Room 200B: When you can pee, when you can… yeah. And when you can object, and the objection will be overruled, for example, right there, you have to answer. SFV Room 200B: So, that’s one of the costly things. The judge can sanction you, so you just have to know. I mean, I’m saying all this, but it just comes with a lot of experience, and you have to know who you’re dealing with. SFV Room 200B: Remember I told you the former, the lawyer that became the State Bar president was the lawyer on the other side? He took me to court, I told you guys, right? Yeah. Yeah, because I said, are you deaf? SFV Room 200B: And during that position, and the next day, he gave me ex parte notice, showed up in court. SFV Room 200B: To get sanctions against me. SFV Room 200B: Time to get a referee. SFV Room 200B: At my client’s cost, expense. SFV Room 200B: Hmm? Because he wouldn’t have it. SFV Room 200B: he would not have any disruption in the deposition. So, you just have to know who you’re dealing with. SFV Room 200B: Also. So what ended up happening again? I forgot. You ended up… The judge would not… well, first of all, he couldn’t ask for sanctions, because that has to be on a notice motion, so he didn’t do that, so that was denied. And the judge did not order a referee, but the judge did tell me, Mr. Kate, if it continues. SFV Room 200B: I am going to order a referee, okay? I said, absolutely, Your Honor. But I literally said. SFV Room 200B: He asked the question 4 times, got the same answer. SFV Room 200B: So, I finally had it. I said, are you deaf? I should have asked is… what I should have said, Your Honor, is, are you having a problem hearing my client? Which is what I should have said. I knew you were gonna say something… I knew you were gonna say something like that. You see what I mean? What I should have said… so, I’m taking class time to tell you, you gotta size up the… SFV Room 200B: I underestimated SFV Room 200B: the opposing lawyer. Actually, I didn’t. I knew he was a fantastic lawyer from a fantastic firm. He really was. SFV Room 200B: But… I just… SFV Room 200B: you know, sometimes, sometimes it’s not a good idea to talk that way in a deposition. I remember the lawyer that I disbarred? I think I mentioned that before. I only disbarred him because of the way he spoke to my client during deposition. And when his check bounced, I just reported him to the state bar that same day. SFV Room 200B: That destroyed it. I could have just called him and said, hey, buddy, write another check. But I didn’t, just because of the way he… So, watch out. SFV Room 200B: being an a-hole is not a good thing, honestly. It’s really not. And the way I, talked to that lawyer was not the most… the best SFV Room 200B: Proper way to talk, but… SFV Room 200B: I had a point to make, which was, you’re not going to bully my client. She already answered you. So let him go to court. Let him go to the judge. I don’t care. Fine. Even if the judge had said, pay for the referee, fine. SFV Room 200B: At least the referee would say, he just answered the… she just answered the question four times. Tell him to shut up! SFV Room 200B: You can say shut up. SFV Room 200B: Right? I can’t, but Mr. Referee, can you tell him, are you deaf? Because I can’t. SFV Room 200B: I’ve done that before, too, which is bad. Don’t do it. I used to write a letter and say, my client said to your offer, F you, but of course I can’t say that because I’m a member of the bar. SFV Room 200B: But my client did. SFV Room 200B: And I stopped that, because my boss was like, don’t ever write a letter like that, god damn it! So, I became civil again. Okay. SFV Room 200B: Any questions before we go to, what is it, Valve Ford Realty? Adreanne Kumamoto: Yes, Professor. What happens if an attorney bounces a check? SFV Room 200B: If you bounce a trust account check, you will be this far. You very likely will be at least suspended for many months. Adreanne Kumamoto: Wow. SFV Room 200B: It’s like, without a doubt. You bounce a trust account check, you’re toast. It’s over for you. SFV Room 200B: If it’s your general account, the state bar doesn’t give a damn. SFV Room 200B: So, it’s the trust account. His check was from the trust account. SFV Room 200B: you know, But, that was the least of his problems, because the State Bar found out that he… SFV Room 200B: Had commingled funds for forever. SFV Room 200B: They literally called me and said, you don’t need to testify, because we already got him on so many other cases. Good luck, Mr. Cade, we don’t need you. Swear to God, the investigator told me. SFV Room 200B: Because two months prior to that, he said, prepare yourself to come testify. But they got him, and he was this part. He still is this part. SFV Room 200B: Unfortunately for him, he was a drug addict, so… SFV Room 200B: Seriously. That was his main problem. SFV Room 200B: Besides the fact that he was a shitty lawyer. SFV Room 200B: He really was. SFV Room 200B: Okay. SFV Room 200B: So, anybody wants to just give me this paragraph? You know what? I’ll do it. Bob Ford Realty on 357. SFV Room 200B: I’m not going to give you all the facts, but I’m just going to read the salient part, the most important part of this decision. It says. SFV Room 200B: The court says, we agree with the motion court that this parole evidence offered by the defendant raises issues of credibility inappropriate for summary judgment treatment. SFV Room 200B: While pro evidence is… this is the key part. While pro-evidence is generally inadmissible to contradict, vary, add to, or subtract from the terms of an integrated agreement, what a beautiful language to add SFV Room 200B: in your notes. SFV Room 200B: Because that is a true statement, and it’s a very detailed statement. SFV Room 200B: such as the instant lease and guarantee, it is admissible to show that a writing, although purporting to be a contract, is in fact no contract at all. SFV Room 200B: That’s the one I was telling you about. So, when you, you, you, con… Monday morning. SFV Room 200B: Four ladies are coming to my office. SFV Room 200B: to sign. Let me give you this example, because it’s an example of Plural evidence, actually. SFV Room 200B: I just thought about it. SFV Room 200B: I had a Zoom meeting with 4 women that told me that the guy conned them into… each of them paid $180,000 to about $200,000 each to the guy who was sleeping with these women, claiming that they are SFV Room 200B: girlfriend at different times, but then they all found out that he was dating all of them at the same time, and taking their money. These four women have 3 or 4 other women also that they are looking for to bring, because they also lost more than a million. SFV Room 200B: What are they suing them for? What are they suing them for? Minus theft, obviously. I’m suing for everything under the sun, so for… seriously. For civil theft, for breach of contract, for embezzlement, for… I mean, everything I can possibly find that could stick. SFV Room 200B: And, of course, leaning against all of his properties immediately, because he’s really a shyster. SFV Room 200B: breach of contract for… you could… They do have… they do have contracts. They… they wrote checks, he actually gave them deeds and… bullshit, deeds, be it. So we have proof that there was… but unfortunately. SFV Room 200B: Some people can just be conned easily, and all of them admitted that they were all sleeping with him, and… SFV Room 200B: You know, so on and so forth, which… but the bottom line is this, SFV Room 200B: He signed contracts with these people, with these ladies, to show the bank that he had obtained the money, not as a loan, but as a gift. SFV Room 200B: You hear me? Hear me really well. SFV Room 200B: But the truth is, they were not gifts, they were loans. He did it so he can secure a huge loan, which he did, from, I think, Chase Bank or whatever bank. SFV Room 200B: So, parole evidence will not prevent SFV Room 200B: The testimony of these ladies to say. SFV Room 200B: These contracts are all bullshit. He told us SFV Room 200B: sign this agreement so I can get the loan, so I can pay you back. SFV Room 200B: Because they paid overtime, right? So… SFV Room 200B: Coral evidence typically would not come in because there is an integrative agreement, but in this case, it would come to show that there was not a real contract. It was phony. It was through fraud, so therefore it’s… They were all fraud… it was all fraudulent. They knew the intent of the parties already was clear, it’s bullshit. Not real. SFV Room 200B: Understand? SFV Room 200B: Like, when you, you get sued and you transfer a property to, say, your spouse, or your… SFV Room 200B: Family member, or your son, or your daughter, whatever, your dad. SFV Room 200B: And then, of course, they go to court and say, oh, there should be parole evidence because we heard… witnesses heard him say, this is to prevent us from losing the property, for example. So it was all a sham. SFV Room 200B: So… SFV Room 200B: just be mindful of that fact, that… that anytime there is another purpose, other than what you just… what I just read. SFV Room 200B: It will come in. The evidence will come in. It’s not subject to parole evidence. Okay? Now let’s do some problems so we can… SFV Room 200B: Understand it even more. SFV Room 200B: Problem one, what time are we supposed to call a break? In 30… oh, it’s early. Yeah, 11.45, but I’ll, yeah, so we have about half an hour to go. SFV Room 200B: Okay. SFV Room 200B: A and B made an oral agreement and signed the writ writing that incorporated its terms. SFV Room 200B: However, they were not fully satisfied with the writing, and they agreed to have it redrafted. SFV Room 200B: Does this writing constitute an integration? Suren Abrahamyan: No. SFV Room 200B: Who said that? Suren Abrahamyan: I did. SFV Room 200B: Correct. Why? Suren Abrahamyan: Well, because it was a draft, so they were not happy with the first writing, so they wanted to write a second one. They wanted to draft a second writing, and then the second writing is… Suren Abrahamyan: It says here, Suren Abrahamyan: they agreed to have a redrafted, so it’s a draft. Even the second… even the second writing was a draft, so it’s still… it’s still a draft, it’s not an integrated writing. SFV Room 200B: Yeah, but a draft can be the final expression of the agreement of the parties, even though it may be a draft, as long as it’s signed by the parties, or at least intended to be. SFV Room 200B: as the final draft, right? If it’s agreed to by the parties, it becomes an enforceable contract. But you are correct, restatement second, section 209. The writing that was not assented to by the parties as their final expression of the agreement SFV Room 200B: is not a final integration. It’s not a complete integration, right? So, yes, they could enter into a new, as you call it, draft. SFV Room 200B: Alright. SFV Room 200B: problems. SFV Room 200B: 3… SFV Room 200B: He applied for and received a construction loan from the defendant in order to build a house on land owned by the plaintiff. SFV Room 200B: The house was built by Gene. SFV Room 200B: The general contractor selected, on the advice of defendant. The construction contract retained… I’m sorry, contained an estimated rather than a fixed price. SFV Room 200B: Plaintiff sues the defendant for negligence with the allegations that the additional costs were caused by the contractor. SFV Room 200B: General contractors, incompetence. SFV Room 200B: Plaintiff offers evidence at trial that the defendant orderly agreed to help select the contract. SFV Room 200B: guarantee the contractor’s competence and supervise the construction to assure that the house would be built for the estimated price. The loan agreement contained a merger clause and also a provision that selection of a contractor was the exclusive responsibility SFV Room 200B: of the borrower. Should the plaintiff’s evidence be excluded? SFV Room 200B: And if… you don’t even have to read all of it. If you read the last sentence, you will… you should have the answer. SFV Room 200B: Yes, sir? I think the merger clause makes it… makes it… gives evidence that this was a full integration. SFV Room 200B: the final… final agreement, so that anything prior, such as the oral… oral agreement they had, would be barred. Sounds good to me. Something else also, can you elaborate a little bit on SFV Room 200B: If this is a final integration, even, I mean, complete integration, or a partial integration, right? SFV Room 200B: Why would the evidence be excluded? SFV Room 200B: Because, it would not… Look at the language of the contract. Why would it be excluded from the language of the contract? SFV Room 200B: Yes, sir. SFV Room 200B: just a shot, would it be because it’s contradicting it? Yeah, it is contradicting it. It says the responsibility is the plaintiff’s responsibility. You go do whatever you want. The fact that they had an oral agreement to the contrary, too bad. The evidence will not come in to contradict even a partially integrated contract. SFV Room 200B: Right? Because, look, what would the court say? If the parties intended, if the plaintiff intended for the defendant to be responsible for this, the plaintiff would have said, I want… I’m not going to sign it. SFV Room 200B: Right? When I signed the, the, Lemon agreement with Porsche. SFV Room 200B: You know, the law firm, just… smartass, honestly. SFV Room 200B: You know, no, no, my client doesn’t have to sign anything. I said, really? Okay, so let me make it… I didn’t say it, my lawyer did, but I wrote everything for my lawyer, because my lawyer was my wife. SFV Room 200B: right? So she wrote to them and said, if Portia doesn’t want to sign, no problem. But since the email is coming directly from you, in the event of a breach, we’re suing your law firm. Guess what? Within 72 hours, Portia signed. SFV Room 200B: Why? Because the lawyer, they don’t want responsibility. We’re basically putting it all in writing, that they don’t want to sign, fine. You’re saying this is a contract, good enough, and you’re going to send a check? Great, but if there’s a breach. SFV Room 200B: Guess who will be suing? I specifically put the lawyer’s name. I swear to God, I’m not kidding. On the first page of the pleading. SFV Room 200B: I drafted it, I put his name, and I put civil theft by this lawyer. SFV Room 200B: And I said, sweetheart, send it over. She did. And soon enough, Portia signed. I’m like, oh, don’t be an asshole. SFV Room 200B: You know, you want to protect your client to a certain extent. If this is really an agreement, have them sign it. SFV Room 200B: Right? Because I wanted a fully integrated agreement. There is no doubt about it. This is what we agreed on, end of story. SFV Room 200B: Right? Now, he says, the check will come… this is all about pro-level evidence. SFV Room 200B: The check, will come in his email, not in the contract. The check will come in about 4 weeks. SFV Room 200B: Right? SFV Room 200B: It’s not in the agreement, which appears to be a fully integrated agreement. SFV Room 200B: If I sue Porsche if the check doesn’t come in 7 weeks. SFV Room 200B: Would the evidence that the check will come in 4 weeks come in? Yes. Or not come in? Why? SFV Room 200B: Because it doesn’t contradict the contract that goes along with it, and… SFV Room 200B: It… it shows that license… If it’s a fully integrated contract. SFV Room 200B: Would it come in to supplement the terms of the contract? No. SFV Room 200B: It would not. SFV Room 200B: If it’s a fully integrated contract, it will not come in to supplement the contract. SFV Room 200B: Cool? SFV Room 200B: So, we went back and forth with this smartass. SFV Room 200B: Sorry, my French. I speak French a lot, so… SFV Room 200B: No, I’m joking. I know exactly what I’m saying. I want to make sure that this is funny enough that you would remember it for the rest of your lives, because that’s exactly what you’re going to practice. I’m thinking… SFV Room 200B: this is a fully integrated contract, and they haven’t sent the check, so what do I… how do I get around this? You know what I said? SFV Room 200B: Sweetheart, please tell them, on a certain amount that is fixed, I’m entitled to 10% interest from the time that it was supposed to have been paid. SFV Room 200B: Reasonable time is not 7 weeks. Therefore, we’re gonna draft a new lawsuit. I’m not joking. SFV Room 200B: And we sent it. SFV Room 200B: We’re gonna draft a new lawsuit, and I’m going to ask for my interest SFV Room 200B: on the money that you guys owe, which is around 100 grand, right? Which is a lot of money, right? SFV Room 200B: Of course they don’t want Porsche to get a lawsuit for a bullshit interest figure. I’m just, you know… SFV Room 200B: being difficult, right? And you know what he says? I kid you not, I swear to God, he writes back, he says. SFV Room 200B: As soon as the check comes, we’re gonna overnight it to your client. You don’t even have to turn over the car, or the deed, or the title of the car, or the keys. We will do that afterwards. SFV Room 200B: Just because he knows that if this lawsuit comes, they may get fired by… it looks bad. I don’t have to worry about integration. SFV Room 200B: I’m… I’m just saying this to you to say you have to be a little creative. SFV Room 200B: But Professor, how can you not be worried about integration? Because the other lawyer would say, like, the email that you sent… No, I’m not… I don’t even care about the contract itself or the email. SFV Room 200B: I’m only merely telling the court that this is… I consider this 7-week delay to be a breach of the agreement, because the check should have been delivered within a reasonable time. It was… SFV Room 200B: The point that I’m making is something else, though. I may lose that at the end, I don’t care. Okay. The point is to… To scare them. Yes! Because this… I know this law firm was not representing Porsche 2 years ago. They just come… came on board. They want to keep their client, at any cost. SFV Room 200B: You’d be surprised, lawyers that represent the defendants, they’ll pay money out of their own pocket, any amount out of their own pocket, so that they don’t lose the client. SFV Room 200B: No. Is that legal? It’s not… of course it’s legal. If the lawyer wants to pay out of their pocket, they do. In fact, I sued National University SFV Room 200B: And this was, I don’t know, about 15 years ago? SFV Room 200B: it’s not… it’s not, we didn’t… let me… let’s just say, because I don’t remember if the agreement was confidential or not. SFV Room 200B: the law firm SFV Room 200B: Every time I went to court, it was me alone and 10 lawyers on the other side. At least 8 lawyers on the other side. Sort of just like Wells Fargo, right? I went to mediation with these people. SFV Room 200B: And during the mediation, I went in literally with a newspaper in my hand. SFV Room 200B: I walked in. Oh my god, I’m not kidding you. I swear. My boss is like, are you ready? I said, everything is in here. I don’t need anything. And he goes, okay, good luck to you. I’m like, what do you mean, good luck to you? He says, I’m not coming. SFV Room 200B: I’m busy, I’m not coming. This is a multi-million dollar lawsuit. SFV Room 200B: It’s not coming. And I was a lawyer for maybe 7 years, 6 years. SFV Room 200B: I walk in, and I see 15 lawyers sitting on the other side. SFV Room 200B: It’s one of those law firms that, you know, the waiter comes and asks if you want a whiskey, or vodka, or whatever, and before lunch arrives, that kind of firm. I thought it was 8 lawyers. I’m not joking. No, during court proceedings, it was 8 lawyers. Oh, oh. In this meeting, I swear there was, like, 12, 13… I can’t promise you everyone was a lawyer, maybe a couple from the university. SFV Room 200B: But… when he made a lowball bullshit number, all I remember today is that I basically said. SFV Room 200B: you know what? I’ll see you in court. And I literally got up, and when I walked in, they’re like. SFV Room 200B: Mr. Kit, you’re not taking this case seriously. You walked in with a newspaper, and they had stacks of shit on the table, all the way! And I’m like, well, I don’t know about you guys, but it’s all here. What do you want to know? SFV Room 200B: This is mediation. You know what I want to know? How much are you going to pay me? That’s it. That’s all I care about. And every single client, it was a big mass action. I had, like, 18, 17 clients. SFV Room 200B: In that lawsuit. And my brother was the lead plaintiff. SFV Room 200B: And they had committed fraud, in my opinion. Total fraud. SFV Room 200B: to these students. They screwed these students. So… SFV Room 200B: But I want to make a point of this, to answer your question also in part. SFV Room 200B: I got up to leave after they, I don’t know, whatever the number was, and one of the main lawyers chased after me, stopped me at the elevator, I swear to God, he said, Mr. Kate, can you just come with me for just a minute? I just want to talk to you privately. SFV Room 200B: I said, okay. So we go into it, right? He was very nice, always nice, always respectful, and he says, look, I’m gonna be honest with you. If we don’t settle the case today, our insurance company’s gonna drop SFV Room 200B: the insurance company is going to drop the university completely. They have already said that they’re not going to renew the insurance because of this. So if this case is not resolved, we’re effed. SFV Room 200B: We will pay you from the law firm. SFV Room 200B: We will pay you money from the firm, you take that money plus what the university is offering. SFV Room 200B: Go away. We settle the case. SFV Room 200B: We settled the case that day. I said, okay, now that you’re not being a jerk and being honest about it, he showed proof that insurance is about to not renew. SFV Room 200B: And I said, now that you… now let’s get serious. Give me serious numbers, I’ll do it today, right now. I’ll call every single client right there, I settled the case that day, but the firm paid out of their pocket. I don’t remember how much, but a lot. SFV Room 200B: Why? Because it was a big client they didn’t want to lose. I’m sure Porsche is a big client for this firm as well. SFV Room 200B: Because when you swoop and you go on their website, pretty much all you see is that they defend Porsche. That’s it. I’m like, but you guys have no other client? I mean, seriously, there’s, like, seven, eight lawyers, something like that. And I’m like, look, I don’t want to ruin your business, but if you’re going to be a jerk, at least learn to be a jerk, you know? I’ll pull your chain anytime I want. SFV Room 200B: You know, just work with me. So, have you ever seen a manufacturer says, don’t turn over the car, don’t turn over the title, don’t turn over the keys, but we’ll give you all of your money? I’ve never seen it in 27 years. They’re so scared of me. Like, just take the freaking money. Go away. SFV Room 200B: Okay, fine. Corrado stoppaul, issue preclusion, parole evidence, screw all that. By the time all that comes, you probably will lose your client, because I’m going to take their positions, I’m going to ruin your life. SFV Room 200B: Law is not all about law. SFV Room 200B: You just have to know when to push, and who to push, and how to push, to get what you need. SFV Room 200B: It just came to my mind, that I said, and I bet you they’re taking a big risk, the firm is. SFV Room 200B: They’re not supposed to do that. But I assure them, the freaking car is sitting in Beverly Hills Porsche, and the keys are there, so I’m not gonna drive it. Relax. It’s there. Go get it. Go pick it up. I don’t care. SFV Room 200B: Don’t call me. SFV Room 200B: Okay. frantzbiamby: I had a question? frantzbiamby: I wanted to ask you about something you mentioned earlier, in terms with the… frantzbiamby: I’m paying in 4 weeks? frantzbiamby: But they paid in 7 weeks? You said that the parole evidence would not be admissible? SFV Room 200B: What I said was. SFV Room 200B: In the contract itself, there is no mention of when a check is going to arrive. It only says, Porsche is going to pay X dollar to me in full satisfaction of my claims, right? SFV Room 200B: in exchange for turning over the car and whatever. In his email, he said the check is gonna arrive SFV Room 200B: In… in 4 weeks. SFV Room 200B: the lawyer. And that was November, I think, whatever, November 6th. SFV Room 200B: Or 5. SFV Room 200B: Okay? And what I was saying is that the email SFV Room 200B: If the writing is a fully integrated writing, would this evidence come in SFV Room 200B: to supplement, in other words, the email. To supplement or contradict the… SFV Room 200B: a fully integrated agreement that signed… that was signed by me and Porsche. frantzbiamby: So, would it be that the email can’t come in because… frantzbiamby: The fact that it contradicts the terms? SFV Room 200B: At least it wants to supplement. It doesn’t contradict, because the contract does not say anything to the contrary. But you cannot produce evidence that would supplement a fully integrated contract. I think we already agreed on that. frantzbiamby: Yes. SFV Room 200B: Since I am a lawyer, and I’m represented by a lawyer, right, and I sign the agreement. SFV Room 200B: Don’t you think that the court will probably hold me at a higher standard than an ordinary individual? Absolutely. You… not only you guys went back and forth with emails to change the terms of the contract, which means that it was… it was… SFV Room 200B: discussed… the terms changed over time. In other words, you litigated, or at least argued between the two of you, to… an arm’s length agree… Argument, basically. It wasn’t a one-sided contract, right? They didn’t give me a contract, say, sign this. We negotiated many of the terms. SFV Room 200B: So that means that you did have a chance to say, hey, the check has to come in 4 weeks. The check has to be paid in 2 weeks. The check has to be… you know what I mean? Which, by the way, I usually do, just so, as a matter of practice, I want to tell you, when it’s big money. SFV Room 200B: coming to the client. I didn’t care for this, to be honest, but I was just yanking his chain. And the reason I’m doing that is there’s another reason. It’s not about my check, I want all of you to know. It’s about next car, next Porsche that I want to lemon, is gonna probably end up in his law firm. SFV Room 200B: I want him to know that, oh my god, this is the a-hole that I have to deal with. So, let’s just, from get-go, be straightforward, great. But I will tell you that, in my opinion, in my opinion, that email will not come in. SFV Room 200B: to some… frantzbiamby: Trick. SFV Room 200B: The terms of the contract. frantzbiamby: Okay, so Professor, frantzbiamby: You were saying you filed a new lawsuit, so would that be the only thing you can do in that situation? SFV Room 200B: I didn’t say I filed a new lawsuit. I said. frantzbiamby: drafted a new… SFV Room 200B: file it, but if I file it, I’m not going to mention the email at all. I’m not going to mention a time frame. SFV Room 200B: All I’m gonna say is that the amount of time that it took for them to deliver the check was unreasonable, right? And therefore, I want interest under California law. They have to pay me 10% interest. SFV Room 200B: from the time that the check should have reasonably be delivered. The check was in the contract, though, right? Oh, yeah, the amount of the check that is supposed to come, all that’s in there. It’s just there’s no deadline in there. Okay, got it. And I was talking to my wife about it, and I told her, I’m not worried about it, don’t worry about it, let’s send it. SFV Room 200B: Don’t worry about that at all. SFV Room 200B: And again, I have to… I hope none of you work for that law firm. SFV Room 200B: But the truth is, I’ve established… SFV Room 200B: Something else with the firm, which is that if SFV Room 200B: If I bring another lemon and I tell you ABC, take me very, very seriously, or you’re gonna pay for every little thing that you do. SFV Room 200B: Right? Every stunt he pulled, I pulled something else. Everything I put… SFV Room 200B: Only because I’ve done it for so long, and I think they just… they said, this card is a lemon anyway. Obviously, it was a lemon. The engine blew up. So they probably gave it the junior associate and said, you, you take care of this. You know, now they’re probably regretting it. SFV Room 200B: I know, because I know for sure, no law firm would say, we’ll give you the check, go cash the check, and then give us the car. Are you kidding me? SFV Room 200B: And the title! SFV Room 200B: I could go sell the car tomorrow and say, sue me. SFV Room 200B: Sue me if, you know, seal court. SFV Room 200B: Get another $80,000, $90,000 out of the pot. SFV Room 200B: I hope I answered your question on Zoom. frantzbiamby: Yes, I had one more thing I wanted to add. So, had you, added… frantzbiamby: Hey, the check, the payment needs to be made. frantzbiamby: within the 4 weeks, then you could introduce the… extrinsic evidence. SFV Room 200B: Well, okay, listen, the extrinsic evidence, if it’s a… let me repeat, if it’s a fully integrated contract. SFV Room 200B: the outside evidence will not be… will not come in in any way, shape, or form to contradict or to supplement a fully integrated contract, right? If there is a legitimate dispute about the four weeks, does that mean four weeks? Does that mean… SFV Room 200B: 20 business days? SFV Room 200B: You know, something like that, and it’s… there is a genuine dispute about what is the true meaning of the language that is, please listen to me very carefully, because that’s going to lead us to the next cases we’re going to do. SFV Room 200B: If there is a genuine issue about whether or not… well, how do you interpret four weeks? SFV Room 200B: then the judge will allow the email to come in to show… to interpret the language that is in the contract. It’s called interpretation, right? And we have cases on it, it’s probably not. SFV Room 200B: But for any other reason, I suspect the absolute answer is Michael Cade loses, they win, it will not come in. SFV Room 200B: His email means nothing. SFV Room 200B: Okay? Because the court would say, this is something that, ordinarily. SFV Room 200B: four freaking lawyers working on this case would include in the contract, right? Because, me too. I mean, when I’m protecting the client, I always say, of course, if it’s a million dollar settlement or a $200,000 settlement, whatever, the check has to arrive by such and such time. SFV Room 200B: In fact, if we settle… when we settle a case before… right before jury trial. SFV Room 200B: Which has happened several times to me. SFV Room 200B: We settle the case right before the jury’s called in to go into the box, and we settle the case. SFV Room 200B: I make it a point that I always say, Your Honor, on the record or in the papers, that the payment has to arrive in my office within 2 weeks. SFV Room 200B: And it has to be by FedEx or UP… I literally dictate all of this. They have to send me a routing number within 10 days, or, you know, some… I do some… because when I know the defendant’s shady, and they may disappear, I always make point of that. SFV Room 200B: And if they don’t, Your Honor, within 3 weeks, we can come back here without any further notice, and then, Your Honor, we’ll enter judgment for, let’s say, half a million dollars against all defendants, da-da-da-da-da-da, and then the court says, is that your agreement, sir? Do you understand? Boom, boom, boom? Okay, yes, let’s go, yes. SFV Room 200B: So, I make point of that, especially when I know the defendant is definitely shady. SFV Room 200B: Then they’re gonna enter into an agreement and disappear, right? SFV Room 200B: And one more thing I want to say, which has nothing to do with contract law, but it has everything to do with California law, because it came to my mind, obviously. SFV Room 200B: I won’t get into it a lot, because it will confuse many of you, but it used to be that you could agree that if we’re going to settle for SFV Room 200B: $100,000. But if you don’t pay the $100,000, you have to pay me $300,000. SFV Room 200B: You know, something like that. And to a certain extent, the California law has said that is not legal. We’re not gonna do it, right? SFV Room 200B: So now, what I do to protect my client, and I’m, again, I’m not getting extensively into this. SFV Room 200B: I say, the settlement is $300,000. SFV Room 200B: But if you pay me by June 1, it’s $100,000. SFV Room 200B: I’m discounting. That is legal. SFV Room 200B: The other way is not legal, it’s form of a punishment, whatever, and I, again, I don’t want to get into… just be careful when you later become a lawyer, right? Because trust me, before you know it, you are. SFV Room 200B: Well, if you’re not sure, call somebody. Because you may think, oh, I just put in the contract, fantastic! I’m gonna slam dunk this thing, and then next thing you know, they don’t pay you, and you take it to court, and the court says, - then the client will sue you for malpractice. SFV Room 200B: Okay? SFV Room 200B: Alright, yes? So, in the absence of a merger clause, when we’re trying to figure out if this is a full integration or a partial integration, we use the natural omission test, which is… that’s one of the ways, which is to show the intent of the parties that, like, a reasonable, competent signer of a contract would have added that if they had wanted it. SFV Room 200B: I want you to give the lecture next time for, parole evidence. Very good, that was, that was excellent. SFV Room 200B: Absolutely, and again, If you forget the buzzwords. SFV Room 200B: Don’t worry about it. Go back to the intent of the parties. SFV Room 200B: the courts will enforce the intent of the parties. Did they intend this document to be a fully integrated contract? Well, let’s see. SFV Room 200B: Would they naturally include this language in there? Yes, they would. Did they do it? No, they didn’t. Well, it looks like it’s partial. SFV Room 200B: Right? Something like that. SFV Room 200B: Right? And as I said, many times when we agree in court, we always specifically write in the agreement, subject to a fully executed release and settlement agreement. Which means what? SFV Room 200B: This is a partial integration. This is not the final document. Nevertheless, is it enforceable? Absolutely it is. Otherwise, what’s the point of signing something in court? Right? SFV Room 200B: So, keep that in mind. If the language itself would lead you to believe that there is more to come, obviously it’s not a fully integrated SFV Room 200B: Stop. SFV Room 200B: Got it? SFV Room 200B: Kavish? SFV Room 200B: My 4-year-old said, Capisha. I said, what? Where the hell did you live? No, I didn’t say hell. Go ahead. SFV Room 200B: So if it’s integrated, and then, like, both parties want to supplement, then they should, like, basically draft a new contract? I would say that if they want to supplement it after the contract has been signed, we’re not even talking about parole evidence. What are we talking about? Modification. Very good. SFV Room 200B: Parole evidence is not even a question. Now, if you want to bring it up very quickly to say, well, this appears to be a presentation after the signing of the contract, therefore it’s not a parole evidence issue, it’s a modification issue, and then as soon as I read it, I go, fantastic! You don’t even have to go into parole evidence discussion, because you’re wasting your time. SFV Room 200B: You just told me that you already know the rule. Yeah, yeah, you’re right. That it has nothing to do with an A+. SFV Room 200B: Right? Yes, sir? I’m just curious if there’s anything you can add to a contract that would allow you to bring in prior contradicting evidence. SFV Room 200B: You mean as far as language? Yeah, could you add a clause that says, well, we’re… Sure you can. Absolutely you can, because again, it’s the intent of the parties. Okay. So, in the event that there is a dispute between Porsche North America and Michael Kate. SFV Room 200B: all the evidence, all the email communication between Michael Gay’s lawyer and Portia’s North America’s lawyer shall be admissible. Oh, okay. SFV Room 200B: That’s the intent of the parties. Why would the court say otherwise? This is the intent of the parties, sign on it, right? Yeah, absolutely, of course you can, sure. But you won’t find a lawyer that would ever do that. SFV Room 200B: That would be, like, suicide. SFV Room 200B: Okay. SFV Room 200B: Before, we have 5 minutes, I’m going to call the break in 5 minutes, but let’s do problem… SFV Room 200B: Let’s see… Let’s do problem 6, please. SFV Room 200B: Buyer and seller exchanged correspondence and entered into a contract for the sale of goods. SFV Room 200B: So, it was correspondence exchanged between the parties. They entered into a contract for the sale of goods. That’s the… those are the facts. Containing… bless you. Containing terms A, subject matter, B, quantity, C, warranty. SFV Room 200B: A. If seller sends a written confirmation within a reasonable time, stating that the terms are A and, the terms are A and B, could buyer prove the existence of term C? In other words, a written confirmation comes afterwards. SFV Room 200B: within a reasonable time, stating that the terms are A and B, SFV Room 200B: Could Bayer prove that the existence of term C? SFV Room 200B: No, I’m sorry. Suren Abrahamyan: I wouldn’t say yes. SFV Room 200B: Could it be? Because they entered the contract with that term in it? SFV Room 200B: Okay, why? You are correct, but why? I want to know the why. SFV Room 200B: It’s, you know, you remember you used to do math when you were a kid, and the teacher would say, you have to explain your… I’m like, I can’t! I was cheating! I just looked at the last number from… no, I’m kidding. 1. SFV Room 200B: You are correct. Why? SFV Room 200B: Yes, ma’am. Or on Zoom. Somebody was on Zoom. I don’t know if someone was already answering it, but I was gonna say, even though it wasn’t mentioned, it’s, like, written, so yeah, he can. SFV Room 200B: he can prove the existence of term C. Okay. I’m gonna say hello, Mary, but I’m gonna say any affirmation of fact, or promise made by the seller to the buyer, which relates to the goods and becomes part of the basis of the bargain, creates an expert’s warranty that the goods shall conform to the affirmation or promise. SFV Room 200B: It’s one of those things where I’m watching TV and grading papers, I have to turn off the TV and go, what? Let me read this three times to make sure. I won’t disagree with that, and I won’t disagree with that, but I want to know why there is a bigger reason behind it. SFV Room 200B: It’s the intent of both parties to be bound by those terms? Intent of the port part… that is very good, but there is another reason. There is a legal reason. Can you tell me the legal reason? Yes. SFV Room 200B: Because it is… Adreanne Kumamoto: merge. SFV Room 200B: It’s basically everything they agreed, so now it’s in a written form. SFV Room 200B: Well, doesn’t it contradict? Because the contract said A, B, and C. So now he’s, like, sending this… Now C is gone. Suren Abrahamyan: It’s a UCC contract. There are different terms under UCC. You have a course of dealings. SFV Room 200B: That’s what I want to know. What about UCC? Suren Abrahamyan: Courts of dealings, prior. SFV Room 200B: Something else about 2-202. SFV Room 200B: What about 2-3? SFV Room 200B: What about 2-2022? SFV Room 200B: Yes, ma’am? It compels the court to allow oral testimony, supplementing the written agreement, or not inconsistent SFV Room 200B: And where the writing is not intended as a complete and exclusive statement of the terms of the agreement. SFV Room 200B: That’s what it states. SFV Room 200B: Excellent. That’s exactly what I was getting at. What does that tell us? What is UCC2-202 presuming? That contracts are partially integrated. Hallelujah! SFV Room 200B: That’s all I wanted to get out of you. Don’t ever forget. SFV Room 200B: 2-202 presumes, please write it in your notes, presumes that all contracts are partially integrated on presumes, but that doesn’t mean that you can’t overcome the presumption, right? SFV Room 200B: a party can overcome the presumption by showing that, no, this was a fully integrated contract. Otherwise, why is that? Why is that? SFV Room 200B: Why is UCC2-202 so liberal? SFV Room 200B: So what? Liberal? Liberal. Oh, they’re not rigid, right? They’re like, oh, we’re gonna assume that your contract is partially integrated. Bring it in! SFV Room 200B: Because we, we discussed this last week, that it’s a very subjective… It sure did. It’s a very subjective, issue. Yes, because the rigid rules, don’t fully show the intent of the parties, that the UCC that wants SFV Room 200B: is… wants to promote contract formation, UCC says, we’re gonna… we’re gonna presume that all contracts are partially integrated, so you can bring in evidence that, what, supplements SFV Room 200B: Unless you can show, you know. SFV Room 200B: enough evidence to the court, satisfying the court that this was a fully integrated project. SFV Room 200B: Understood? So because it was partially… Because it’s a UCC deal going on over here in our example, because the UCC does SFV Room 200B: say that this contract is partially integrated, even if the confirmation is an integration, the UCC presumes that there is a partial… so Term C, a consistent additional term is admissible. So, term C, or the, you know, SFV Room 200B: Yeah. What is it, warranty? That does come in. SFV Room 200B: Because it’s consistent. You’re literally bringing the evidence to show that, no, wait a second, this is a partial integration, full contract included term C, right? So it comes in. Let’s go to subsection B, SFV Room 200B: If seller’s confirmation states that the terms are A, B, and not C, SFV Room 200B: Disclaimer of warranties, could buyer prove term C? SFV Room 200B: No, because here it contradicts. SFV Room 200B: You said what? Second? I would say no, because now it’s contradicting to the oral agreement that they had. Okay, so he won’t be able to prove term C. Okay, sir. I would say the buyer could, because it is contradicting, and you cannot bring that evidence. Yes, I mean, he could, sorry, I mean, he could, because then it’s… SFV Room 200B: So, what, is term C out? No. No, it’s in. It’s in. It’s in. Okay, yes. I’m gonna quote my notes that I took on this, so, SFV Room 200B: Words or conduct relevant to the creation of an express warranty, and words or conduct tending to negate or limit warranty shall be construed SFV Room 200B: Whatever reasonable as consistent with each other, but negation or limitation is inoperative to the extent that such construction is unreasonable. SFV Room 200B: You’re gonna have all that time to write a final… Did you write that? He said Hail Mary. Hail Mary. But do you write it yourself? No, no, it’s handwritten. No, it’s him. He’s very smart. He’s amazing. Trust, he’s very smart. Yeah. You don’t need anybody for grammar issues. SFV Room 200B: I’ll tell you right now. Should be a judge. Okay. Agreed term C is inconsistent with the confirmation. SFV Room 200B: Right? Not C, so C is admissible only if the confirmation is not considered an integration at all. The question is whether the confirmation is a final expression SFV Room 200B: centered by Y. So, that’s the bottom line. So, the answer is, again, if it’s a fully integrated contract, definitely not. If it’s a partially integrated contract, nothing can come into SFV Room 200B: Contradict the terms of the contract. SFV Room 200B: Cool? SFV Room 200B: There’s one other thing that I wanted to mention. Let me read it again, and rethink about SFV Room 200B: If the seller confirmation states that the terms are A, B, and not C, disclaimer of warranties, could buyer prove term C? The question is, could buyer prove term C? We talked about that. But what about disclaimer of warranties? SFV Room 200B: Could you send a confirmation disclaiming warranties? SFV Room 200B: And if not, why not? We talked about this long ago. It has nothing to do with poor elections. SFV Room 200B: It has to do with some other concept. SFV Room 200B: Yes, the UCC, commission of Warranties. SFV Room 200B: It’s a… it’s on a gap filler. Other than that, something else. Close. Something else. SFV Room 200B: Do you remember if there’s an arbitration clause? Do you recall? An arbitration clause basically would… what? What would it do? SFV Room 200B: It’s the Marvin Lumber and Steeder Boat BPV industry that was talked about, so… SFV Room 200B: If it’s limiting the remedy in a reasonable manner, it would involve no element of unreasonable surprise, and therefore would be incorporated in the contract. Would this be incorporated in the contract? Disclaimer of warranties? SFV Room 200B: I can almost bet you no. SFV Room 200B: Would it substantially limit one party’s ability to recover? Absolutely, you’re disclaiming warranties! SFV Room 200B: Does that make sense? SFV Room 200B: It’s like buying a car, and then Porsche sends you a letter afterwards. Let’s say you’re even, you know, you’re the dealer. SFV Room 200B: Porsche North America sends a confirmation letter to you that says, by the way, screw the warranties that we sold you. Not gonna happen. SFV Room 200B: Doesn’t that draw a drastically Limit your rights. SFV Room 200B: that are substantial rights under the contract, would that disclaimer, change the terms of the contract? It’s like an arbitration clause. SFV Room 200B: Spike? SFV Room 200B: So just… that’s just another argument that was… I wanted to bring. Oh, 1151. Let’s hold off on, SFV Room 200B: on, questions, please, let’s call a break. Let’s come back at 12.05 sharp, please. 12.05. SFV Room 200B: What’s up? Hey, guys. Good to see you. Hey, how are you? Anna Hakopyan: Professor? SFV Room 200B: Yes. Anna Hakopyan: You joined after you did the roll call? SFV Room 200B: May I please have your name? Anna Hakopian. Last name again? Sasha Barangolian. I thought it was Sebastian. Sebastian, I like my nickname. Anna Hakopyan: Ethiopian, H-A-K. Anna Hakopyan: 11, 1015. SFV Room 200B: What time did you come in? Anna Hakopyan: 10-15, sir. Adreanne Kumamoto: 15, okay. Well, same for me. Adreanne Kumamoto: This is Adrian Kumamoto. SFV Room 200B: Just a mess up, yeah. Adreanne Kumamoto: Did you catch that, Professor? SFV Room 200B: One moment, please. Dude, I’ve been saying that. We ended up being in the same bus. SFV Room 200B: This is Madonna. You guys know each other? No, I just met her. What time did you come in? Yeah, we should… Adreanne Kumamoto: 10, 20. SFV Room 200B: 1020? Okay. Thank you. I got you both. Just does not understand. Anna Hakopyan: Thank you, Professor. SFV Room 200B: Of course. I’ve been doing mostly online, but, like… SFV Room 200B: But it was a good goal, it was, like, finishing so bad. The last two, last two goals… SFV Room 200B: I think that’s the one you’re talking about. SFV Room 200B: That’s the one that works there. At ease, at ease. At ease. SFV Room 200B: Please, please. SFV Room 200B: I have a question, regarding to the problem, 6, Section C that we did about the warranty. You haven’t done Section C yet. No, we did. Oh, we’re gonna finish it. Well, for sure. It’s a very important question right now. SFV Room 200B: Okay. Guys, please. SFV Room 200B: If it’s important, share it with me. So we’re talking about, like, the arbitration clause, and then the warranties disclaimer, and how they’re kind of different, right? And, essentially, it’s different because, like, the warranties disclaimer attacks more of the, like, the rights of the consumer, right? SFV Room 200B: Just like arbitration clause, it’s… a warranty clause is not something you can easily disclaim by one party. It just… courts will not allow it. Why? Yeah, courts will not allow it, because it’s a substantive right. Can you imagine? SFV Room 200B: Buying a product with warranties, and then one party just sends something that says, oh, no warranty, by the way. SFV Room 200B: Really? No, I don’t think so. Even if you’re sending it From, from a, Business to business. SFV Room 200B: No court will allow that to happen, because it’s a substantive right, just like going to a jury is a substantive right. It will never be allowed. SFV Room 200B: So that’s why I kind of brought it up, so that there is always another way to attack it, is what I’m trying to tell you. Okay? Let’s do sub-C of, ladies, ladies, please. SFV Room 200B: Sub C is, question 5. SFV Room 200B: If buyer and seller both sent confirmations containing terms A and B, omitting term C, could buyer prove term C? Karia Salazar: Yes? SFV Room 200B: Why? SFV Room 200B: Bye, JP. Karia Salazar: Because even if you omit it, it should be, Karia Salazar: It’s just, like, implied that the warranty’s included. SFV Room 200B: Right? That the warranty’s included? Yes, sir. So we would… so the… originally, we’re assuming that it’s… it’s partial because of the UCC, but then if both the buyer and the seller send the confirmation, then it’s giving more evidence of that… both their intent, that that’s, like, the fully integrated SFV Room 200B: So I think… Would it? No. Would it? SFV Room 200B: It, in other words, a, a, a, a… document SFV Room 200B: After the contract is entered into. SFV Room 200B: contradicts the original agreement, right? We can agree on that. SFV Room 200B: Right? Because it’s literally kicking out an important term SFV Room 200B: How do we treat that? Is it… is… yes. A modification, and there’s an accordance satisfaction at that point? SFV Room 200B: Or modification. Remember, these are confirming memos. SFV Room 200B: Remember, we have a… we have a rule about confirming memos. To that extent, I agree with you. We have a rule about confirming memos, which is what? SFV Room 200B: Unless the other party objects, or if it substantially affects the rights of the parties, right? SFV Room 200B: So, but in this case, both of them omit it. Now, one of them wants to bring it in. How could that be admissible? That’s the question. frantzbiamby: Professor, is it because, Both parties, omitted it from the contract. frantzbiamby: So, can they bring it in as to… A point that it contradicts frantzbiamby: The terms of their original contract? SFV Room 200B: One more time, please. Just, by the way, don’t forget the fax that says omitted. frantzbiamby: Yeah, I said, since both parties omitted it. SFV Room 200B: One minute, yes. One more time. frantzbiamby: Okay, so since both parties omitted it, How would… frantzbiamby: the buyer proof term C, because they both omitted it. SFV Room 200B: That’s exactly the question. That’s the question for tonight. For today. It’s exactly that. How? How do you prove? Yes. SFV Room 200B: Yes, sir. So I think… I think VireC would be able to prove it by bringing in the original contracts, because it doesn’t contradict, but supplements. Hallelujah! SFV Room 200B: Why? Because UCC, as I said before, 2202 says, presumes partial integration. SFV Room 200B: And because of that. SFV Room 200B: There is obviously a term out there that is not in this written confirmation, so it can come into SFV Room 200B: Consistent with the agreement. SFV Room 200B: additional terms, right, comes in. It does come in, because it’s a partial integration, unless one of the parties can prove to the court that it’s a fully integrated agreement, which is very unlikely, because term C is not in there. SFV Room 200B: Right? They omitted it. It’s not that they both agreed to delete it from the contract. That would be a different argument, completely. That’s not what happened. SFV Room 200B: They just omitted it, for whatever reason. SFV Room 200B: Okay? SFV Room 200B: Okay. SFV Room 200B: Everybody with me so far? Is that why the other one says Nod C specifically? SFV Room 200B: Yes. SFV Room 200B: Yes. Okay. SFV Room 200B: Let’s see. SFV Room 200B: Question, problem 7, even though I think we have something coming up close to this, but I’m still going to do problem 7. SFV Room 200B: Plaintiff had been working for the defendant for about a year as an employee. SFV Room 200B: had an agreed fixed salary. Subsequently, the party signed a document which stated that plaintiff was an independent contractor. SFV Room 200B: According to this writing, plaintiff was to be paid according to the work done, and was to carry the necessary workers’ compensation insurance. SFV Room 200B: Plaintiff sues on the initial contract for unpaid salary and offers to testify that the second agreement was not intended to be binding. SFV Room 200B: Its purpose was to enable the defendant to avoid workers’ compensation law. Is the evidence admissible? SFV Room 200B: Yes, sir. Oh, yes, because it proves that it was fraudulent? Exactly! It does come in because it can show that the contract was sham. It was fake, right? It’s a 1939 case, believe it or not. 1939! Jesus. SFV Room 200B: And the name of the guy is Come Knock Reed vs. Lewis. SFV Room 200B: That’s… That’s what it is, I’m just letting you know. Knucklehead is more like it. SFV Room 200B: Okay. SFV Room 200B: And I think we have an inter… we have a volunteer for, SFV Room 200B: For fridge alignment? Yes, sir? We have one tip, sorry. He already reserved himself at break. SFV Room 200B: He was very excited for that. He was very excited. No, we made a deal. I’m gonna let him go a little early, but he’s gonna brief this case. He has something important to do. The case, SFV Room 200B: So this case involved a breach of the warranty of goods, that should have corresponded to the description. So the parties have a disagreement on the ambiguous word of, use of the word chicken. The plaintiff has a more narrow interpretation, more specific, while the defendant has a broader interpretation of the word. SFV Room 200B: And therefore, it seems not fully integrated because of the disagreement. SFV Room 200B: So the issue is, what’s the meaning of the word chicken? SFV Room 200B: First, the court looked at the contract itself and the language used within it. So there was two contracts which stated, U.S. fresh frozen chicken, grade A, government inspected, illustrated 2.5 to 3 pounds, and one and a half to two pounds each. SFV Room 200B: The plaintiff argued that the 1.5 to 2 pound birds necessarily had to mean young chickens, since the older birds don’t come in that side. SFV Room 200B: But the defendant argued for a more broad interpretation of U.S. fresh frozen chicken, and we’ll get more to that later. SFV Room 200B: The court finds the plaintiff’s interpretation less persuasive. SFV Room 200B: And then, the court looks beyond the contract language itself, so the communications between the parties, which were in the form of, mostly cablegram, before the formal contracts were made, between the defendant’s secretary and the plaintiff’s agent. SFV Room 200B: These communications were done in German language, and… so the English word for the word, for chicken was used, because in German, the word, included both broiler and stewing types of chicken. SFV Room 200B: And it was understood, plaintiff is contending that it was understood chicken meant just young chickens, where the defendant disagreed. SFV Room 200B: So, then more on, the court looks at the trade, trade usage of the word chicken, meaning young chicken. The defendant was newer to the trade, and the court said when one of the parties is not a member of the trade, his acceptance of the standard must be made to appear. SFV Room 200B: by proving either that he had actual knowledge of the usage, or that the usage is so generally known in the community. So the court says that they should have known either way. SFV Room 200B: The plaintiff’s witness, SFV Room 200B: Strassner was a resident buyer in New York. He testified that on chicken, I would definitely understand the broiler, so it was more specific. SFV Room 200B: But this was considerably weakened, the court said, by the fact that his own transactions, SFV Room 200B: In his own transactions, he protected himself by specifying broiler in the contracts. SFV Room 200B: The defendant’s witness, who operated a chicken illustrating plan, testified that chicken is everything except a goose, a duck, and a turkey. SFV Room 200B: So he said you would have to specify which category you want, and therefore it’s the broader interpretation on the dependent side. SFV Room 200B: And then Sedina, who conducts a food inspection service, testified that he would consider any bird coming within the classes of chicken in the Department of Agriculture’s regulations to be a chicken. SFV Room 200B: So then the court looked at the definition of the trade regulations in the Department of Agriculture, SFV Room 200B: And, so in 70.301, which recited chickens, the following are the various classes of chickens, broiler, fryer, roaster, capon, stag, hen, etc. So the defendant argues, as noted, that the contract incorporated these regulations by reference, SFV Room 200B: And the plaintiff answers that the contract provision related simply to the grading government inspection didn’t incorporate the government division, definition. SFV Room 200B: The court says, defendant’s argument has more force, because the government grading language was already in plaintiff’s initial cable to Stoic it. SFV Room 200B: So then the court looks at the typical prices of chicken in the trade. Defendant says it was impossible for it to obtain broilers and fryers at the 33-cent price offered by plaintiffs of 2.5 to 3 pound birds. SFV Room 200B: Defendant knew the price for boilers was between 35 and 37 cents. The defendant claims that the plaintiff must have also known the market and had reserved the shipping space 3 days before the cable communication. SFV Room 200B: And then the court says plaintiff must have expected the defendant to make some profit. I guess it could have not expected them to take a loss, so it’s kind of logical that they would have not known what they meant. SFV Room 200B: So then the court looks at the conduct of the plaintiff after the first shipment. Plaintiff sent two cables complaining that the larger birds in the shipment were foul. SFV Room 200B: Defendant answered, but didn’t acknowledge this complaint. Defendant argues that if plaintiff was sincere in thinking that it was entitled to young chickens, plaintiff wouldn’t have allowed the shipment. SFV Room 200B: The plaintiff answers that the cables show plaintiff was insisting on delivery of young chickens, and the defendant shipped old ones at its peril. So then the court weighs more on the plaintiff’s side. SFV Room 200B: And overall, the court says the defendant believed it was complying with the contract, with the broader interpretation, and the defendant’s subjective intent coincided with the objective meaning of the word chicken, according to the Department of Agriculture Relations regulations. SFV Room 200B: The plaintiff asserts his subjective intent was to obtain the broilers and fryers, even though its knowledge of the prices were evidence against this. SFV Room 200B: So, overall, the plaintiff has the burden of showing that chicken was used in the narrower rather than the broader sense, and this it had not sustained, so it rolls for defendant. Excellent, thank you. So, this is basically a pre-UCC case. SFV Room 200B: that… It literally says. SFV Room 200B: extrinsic evidence will come in to interpret a term when it’s ambiguous. That’s all we need to know. SFV Room 200B: Right? SFV Room 200B: In other words, by the way, the name of the judge is friendly. SFV Room 200B: The judge is very friendly to the chicken. He wants to tell us what chicken is. SFV Room 200B: But they literally have to look into a successive series of SFV Room 200B: interpretations by other parties, dictionaries, usage of the, of, the word chicken in the industry. It goes through all of that exercise. SFV Room 200B: To see what does it really mean, because if you can’t… and by the way, as you probably already know, sometimes when you can’t establish the true meaning of SFV Room 200B: A, a, word that is SFV Room 200B: In the contract, and is… indispensable. SFV Room 200B: the court may not be able to find any remedy. So you… both parties lose it. Like, the court says, I can’t help you. SFV Room 200B: Right? I don’t know if there’s any malpractice in this case by any of the lawyers that drafted the contract, but… SFV Room 200B: as I said before, don’t draft any contracts, unless you know what you’re doing, because I guarantee you that your client is going to turn around and sue you for any of this stuff, and then… SFV Room 200B: you know, have a very, very good malpractice insurance. Are we good with this case? Yes, sir? I’m just curious, before this, how would they… how would they go about proving interpretating a word? Before what? Before this ruling, where it established the interpretation process. SFV Room 200B: For an ambiguous term. SFV Room 200B: Well, I mean, the general rule, obviously, has always been intent of the parties, so the court would… however the court could, would try to ascertain what the intent of the parties was. And if the court could not find what the intent of the parties was, the doors of the courts, or the remedy from the courts, were just shut. It’s… SFV Room 200B: Too bad, you know? It could mean that the contract is set aside, and the court would fashion a remedy that would put the parties to where they were before they entered into the contract. SFV Room 200B: You know, but this… this idea, this goes back far, far before Friendly came around, the idea of contract and interpretation based on the intent of the parties. So that’s what the… this is, again, the reason this case is in here is because it is SFV Room 200B: prior to UCC, to tell you how the court treated SFV Room 200B: you know, a language. Interpretation obviously means SFV Room 200B: If the language is vague or ambiguous. SFV Room 200B: The evidence does come in, that’s all we need to know. SFV Room 200B: to clear that up, yes. Can we also, in parallel, discuss receive and understand term, and interpretation at the same argument, because… One more time? SFV Room 200B: You remember, we had a case that the plaintiff’s supposed to receive and understand the contract, right? It was in other language, I think we had a case, it was in Italian. Yes, I understand, okay. And interpretation, can that be discussed in one argument that SFV Room 200B: No. Not in the same argument, because I think that if you’re or anybody’s testing you on this, they’re probably looking for pro-evidence discussion. SFV Room 200B: Right? And to say, oh, under parole evidence, it may not come in, but it will come in because it’s going to interpret. In other words, even if it’s a fully integrated contract, the evidence will come in to interpret a language that is vague within the fully integrated contract. SFV Room 200B: Okay? SFV Room 200B: So, for example, let’s say… I’m just gonna use this as a… please don’t laugh, but let’s say that my contract with Porsche to pay me just simply said Porsche. SFV Room 200B: He never said, what kind of Porsche, what year is the Porsche, what’s the VIN number, nothing, just Porsche. SFV Room 200B: would it not be reasonable for the court to say, well, let’s look at the extrinsic evidence to find out what the hell do you guys mean by Porsche? Yeah. SFV Room 200B: Are you talking about a car key? Are you talking about a car? Are you talking about an SUV? Are you talking about this car or that car? You see what I mean? So, it would be different to say… it’s one argument to say that the parties haven’t SFV Room 200B: Have the, the duty to read and understand. SFV Room 200B: That’s one argument. SFV Room 200B: The other argument is, could the party, at least one of the parties, say, Your Honor, we need to clarify what the car… because he never turned over the car. He took the money, he cashed the check, but he’s not giving us the car. What car? What… I’m gonna say, what Porsche? SFV Room 200B: I don’t know, the front track is vague. And the judge will say, I’m gonna let… allow an extrinsic evidence to come in to see what portion was. SFV Room 200B: Right? Which was… which one was the engine blue on which car? SFV Room 200B: Right? That evidence will come in to clarify that term. It is not inconsistent. SFV Room 200B: Notice it consistent, nor is it supplementing, or it’s just literally interpreting the vague language. Porsche means it doesn’t mean anything. SFV Room 200B: Thank you. Yes, you’re welcome. So, if I’m understanding it correctly, it’s like we’re trying to figure out what the thing is before we can even figure out if it’s consistent or inconsistent to be able to make a parole evidence judgment, right? It’s not even about inconsistent consistent. It’s literally saying that the evidence can come in to SFV Room 200B: Interpret a term that is vague or ambiguous within the contract? SFV Room 200B: it is subject to parole evidence, but parole evidence is not violated at all. It’s not even a discussion of… it’s merely coming in to interpret the term. I think we had a… SFV Room 200B: piece, if you recall, there were two ships, both for the same name. Do you remember them? I’m sorry? Is it the Pierlisk? I don’t remember the name of the ship, but… Oh, that’s Torres? Yeah, don’t ask me about Torsk. I haven’t… I haven’t… SFV Room 200B: So, but there were… literally, early on in the semester, we had a case where SFV Room 200B: There were two ships, literally two, with the same name. And one party thought, we’re talking about that ship, the other one thought, we’re talking about this other ship. SFV Room 200B: And so, if you think about something like that, we’re not talking about parole evidence, we’re literally talking about interpretation of, well, which would… which was the intent of the parties? Was it this one, or was it that one? Porsche was it? Or in this case, you know, what was the intent of the parties when they said, chicken? SFV Room 200B: What did they mean? Was it Bill Clinton that said, it depends on the word is? It depends on your interpretation of the word is. Which I always thought, wow, that only a lawyer would say that, and of course he was a lawyer, right? SFV Room 200B: Okay, any questions? SFV Room 200B: Before we move on. Did you write my name, dogs? Yes, sir. 10 push-ups. Was there certain and definite terms to this agreement? So was there a certain indefinite terms for this agreement? Let’s say it was an agreement. Pacific Gas, anybody on page, 367? Suren Abrahamyan: I can do it, Professor, on Zoom. SFV Room 200B: May I please have your name? Suren Abrahamyan: Sure, I’m… SFV Room 200B: Go ahead, please. Suren Abrahamyan: Okay, so PG&A, I’m just gonna call him PG&A, just to be more, just to be a little concise, and Thomas, so Thomas was a defendant. Thomas was, pretty much… Suren Abrahamyan: involved in fixing, repairing, turbines. PG&A… PG&E was a gas company, so PG&E hired Thomas Suren Abrahamyan: To work on their turbine. Suren Abrahamyan: They signed a contract, and the contract included an indemnification clause by Thomas, stating, in part, that any loss, damage, expense, and liability resulting from injury to property Suren Abrahamyan: or any other act associated with the performance of the contract would pretty much… Thomas would be liable for it. Suren Abrahamyan: Now, while working on the turbine, Thomas damaged a lot of property owned by PG&E. Specifically, it was the cover of the turbine. PG&E sued Thomas, saying that because of your indemnification clause in your contract, you owe me $25,000 for the damages. Suren Abrahamyan: the court, the first level court, which was the… what is it? Yeah, not the appellate court, the superior court, stated that, Suren Abrahamyan: that evidence, eccentric evidence, wouldn’t come in, because otherwise it would… it would be conflicting the contract. So they looked at the plain meaning Suren Abrahamyan: Of the contract, within the four corners of the contract, to, understand what that term meant in the indemnification clause. Suren Abrahamyan: And the plain meaning of the indemnity clause was that it should apply only to damages to the property of a third party, not PG&E. So, the appellate court, however, reversed, saying that, no, if there’s an issue that we cannot understand the plain meaning of the language. Suren Abrahamyan: We can always go and try to look for eccentric evidence to understand what the party’s intent was. Suren Abrahamyan: In this case, the intent was to identify third parties, not the property of PG&E. So the case was reversed, and what we learned from this case is that if there’s an issue understanding the plain meaning. Suren Abrahamyan: of the language within the four corners of the contract, the court can look for eccentric evidence to understand the intent of the parties, and that wouldn’t be barred by parole evidence. SFV Room 200B: Would not be bought, correct? Suren Abrahamyan: Yes, that would not be barred by parole evidence. SFV Room 200B: Very good. So, if the… all you need to know, if there is a language in the contract that is susceptible to two or more meanings. SFV Room 200B: So I’m literally giving you a definition. I’m making it up, but… SFV Room 200B: You choose to write it or not write it. SFV Room 200B: If there is a language in the contract that is susceptible to two or more meanings. SFV Room 200B: In other words, it’s, I said reasonably susceptible to two or more meetings, correct? SFV Room 200B: The extrinsic evidence will come in. SFV Room 200B: To show the meaning that was intended by the parties. SFV Room 200B: Or to prove… a meaning To which the language is reasonably susceptible. SFV Room 200B: Please repeat that. SFV Room 200B: I’m sorry? Can you please repeat that? Sorry, because I just made it up. I can maybe, please. You said if there’s language in the contract that’s susceptible to two or more meanings. SFV Room 200B: then the extrinsic evidence will come in to show the meaning, and then I kind of lost it. The meaning intended by the parties SFV Room 200B: And instead of will, let’s just put can come in. SFV Room 200B: Experiencing evidence can come in or be introduced. SFV Room 200B: To show the meaning intended by the parties, or… the meaning… SFV Room 200B: To which a language is reasonably susceptible. SFV Room 200B: I think, sort of pretty much said the same thing. SFV Room 200B: When have you ever… Eat said it better. SFV Room 200B: Yes. SFV Room 200B: Have you ever, had something like this, where there’s two… Language, honestly, I can’t think of… it’s possible. I… it’s… SFV Room 200B: You know, I’m not that sharp. And the extrinsic evidence that would be introduced can be anything from, like, an email regarding the contract… Even oral testimony between the parties, too. Yeah, absolutely, of course. SFV Room 200B: I just came up with the… came up with a language from Porsche, just as an example. I can’t think of something that really SFV Room 200B: I was involved in as a lawyer or as a party. I just don’t. But… SFV Room 200B: You know, I can’t think 27 years back. It’s quite possible. Like the word is? SFV Room 200B: Dr. Board is, you know, because, the truth is. SFV Room 200B: when people enter into contracts, most of… 99% of these contracts are not written by lawyers. It’s just parties, right? You’re buying a car, there’s a bill of sale, everybody signs. SFV Room 200B: that I’m involved in right now, because my client got jacked. SFV Room 200B: people, and I’m like, oh my god, you should have given this to ChatGPD. It’s because it’s so bad, so badly written, the question is. SFV Room 200B: how do I get the extrinsic evidence? And how do I prove that this is a partial integration? How do I prove, you know, this, that? It’s constantly goes into your head when you’re litigating. SFV Room 200B: Because if there’s a lawyer on the other side, I’m sure he or she’s thinking the same thing, you know? SFV Room 200B: It’s safe to say that contract law is probably the biggest overlapping law of all 14 subjects and every type of SFV Room 200B: I don’t know, I don’t know. I can tell you this, there’s no doubt in my mind, even if you want to do PI for the rest of your life, you need to know freaking contracts really good, or you’re going to screw up. For sure. Because you’re constantly making deals with the other side. SFV Room 200B: Okay. Right? With the other lawyer, with the other insurance company, so that’s that. If you’re doing criminal defense, you gotta know contracts. SFV Room 200B: No question, it just… trust me, it takes forever to explain, but you’re also making deals with the opposing side, and you want to make sure that if they say something, or they write something, you can use later in court. SFV Room 200B: That you can rely on, right? So you gotta know contract law. SFV Room 200B: Right? Not just, oh, Your Honor, it only makes sense that… and the court might say, well, not to me, it doesn’t. And you’ve got to have some law to back it up! SFV Room 200B: So, is it… yeah, I would think it’s… it’s… look, most of the subjects are extremely important. SFV Room 200B: But I don’t know if you’re doing torts, like, if constitutional law may be that important. I don’t know the answer to it. Probably is. But if you’re doing criminal defense, it sure is. SFV Room 200B: So there are… and immigration laws. So, that’s why we gotta learn SFV Room 200B: 14 subjects, probably because somebody in their wisdom thought, you gotta know all of them so that you can be a lawyer. You have to have a basic understanding of all of them to be a lawyer. There’s no question on my mind that SFV Room 200B: Contract law will chatter you… look, even if you don’t practice law, don’t you want to buy a house, buy a car, sell something, to interact with people, open a bank account? It’s always important, contract law. Always. You may never be involved in a tort. SFV Room 200B: But you definitely will be involved in a contract. Personally, individually, I think. SFV Room 200B: So it’s extremely important. I mean, you’re… And people come to me all the time asking questions like, we know, we know you practice criminal defense, but I have a question, you know, the neighbor screwed me, or… and I’m like, oh, that’s a contract question, don’t worry, I teach contracts. SFV Room 200B: I mean, a prime example is the arm gate at the school. It would be… it’s incredible to think that… SFV Room 200B: if I was a school, and this… I mean, if I was the company of that arm gate, or the company of this property, I wouldn’t want to mess around with the law school on the campus, knowing that something’s defected. You would think, but they haven’t done jack about it. Maybe they don’t know. So, all I want to do is… I… by the way, I got the email of the person in charge. SFV Room 200B: I’m just going to write a very, very nice letter and say, look, this is just unacceptable. It’s not fair to all of us to wait 30 minutes before the gate, behind the gate. But if they choose to litigate, I don’t think I will do it, because I’m just a professor here, and I just don’t think it’s right for me to SFV Room 200B: You know, the school is a tenant, it’s improper for me to… SFV Room 200B: do that, but I’m really upset about it. And I’m gonna make it very clear that I’m very upset. SFV Room 200B: We would all be your witness. And it’s a big enough… it’s a big enough property that you… class action. Yes, I agree, class action, yes. Literally. Oh my god, yes. And my client… one of my clients is being charged with false imprisonment because he told his wife SFV Room 200B: he found the text messages that she’s cheating on him, and he says… she says, I’m leaving, and he says, you can’t leave, you have to wait until we talk about this. SFV Room 200B: You have to wait until we talk about this. And she sits down. SFV Room 200B: Because she alleges that she’s… she was afraid of him, she’s… they start talking, and when the police shows up… So the police shows up, oh yeah, when the police shows up, she tells the police that he said, I can’t leave, I have to sit here, because he wanted to talk to me about the… SFV Room 200B: Text messages from, you know, the guy. Now he’s being charged… my client’s being charged with felony false imprisonment. There’s no… On top of everything else. There’s a way, I swear to God, I’m not joking. SFV Room 200B: I would never take that… I would never in my entire career write a report like that. That is absolutely ridiculous. I just thought it’s the most ridiculous. Like, and my first question… my first question to her would be, were you afraid to leave the house? SFV Room 200B: If she says yes, I’m gonna say, well, when you were banging the other guy until 3 in the morning, he went out of bed. Thank you. Listen, they have a 6-year-old at home, and she repeatedly showed up 2 or 3 o’clock in the morning. SFV Room 200B: Wow, wow. You were not afraid then! Bullshit. That’s why he’s not afraid. Bullshit. The law enforcement agency took that report. You know what that’s gonna do to the jury, right? If the jury finds out that mommy’s out until 3 AM, they’re not gonna convict anybody. Get out of here. So, I know exactly what to do with that case. I’m like, I love the fact that you guys charged false imprisonment. I swear to God, the DA was like, you know. SFV Room 200B: I don’t think that’s gonna stick. I said, keep it in! SFV Room 200B: Keep it in, we’re going to try. Oh, 100%, 100%. I wanted you to hear this shit! She was afraid of what? SFV Room 200B: She was 2-3 times a week, she was not home until 3 in the morning. She wasn’t afraid of him? That’s so long. But today, she was afraid. Bullshit! Bring it! Bring it, let’s go. I just want to know what law enforcement agency retirement. No, and they agreed to drop the charges to misdemeanors. I said, not good enough for me. No. SFV Room 200B: Bullshit. But if he didn’t threaten her… He never touched her. He didn’t threaten her? He never… I’m sorry? He didn’t threaten her, like, if she left? No, he says no, and she recanted, by the way. She goes to the police the next day, and she said I exaggerated, I was a little drunk. I don’t know if that’s true or not, but… Do whatever the DA still prosecute SFV Room 200B: They do it all the time. Look, when you, when you… listen, the truth is, many, many spouses, many, many spouses. SFV Room 200B: the next day, or within hours, they regret, for many reasons. And some of the reasons are… SFV Room 200B: He’s not gonna pay the bills, he’s gonna F with your child, he’s gonna divorce you, or she’s gonna divorce you. Look, it’s not just… it’s not one-sided. If you think one-sided, you’re being dishonest, because the truth is, women do it too all the time. SFV Room 200B: Why is it much less proficient? I had a client that bit the husband and took out this much of his flesh. SFV Room 200B: out of his chest. This much, I’m not joking. Yeah, she was my client. So, don’t think it doesn’t happen on the other side. I have another client right now that pulled a knife. SFV Room 200B: Okay. Pulled a knife on the husband. SFV Room 200B: Like, literally, it’s on camera! She pulled a knife. Yeah, she said, you know how I do sushi? SFV Room 200B: She said all that. Oh my god. So, it’s not once, but… You know what? Jokes aside, I wanna… I wanna say something. There’s a… there is sometimes… there’s an element of fear. SFV Room 200B: Most of the time, when the woman recants later, the first statement is the true statement. That’s the truth. They recant later because they’re afraid, because they’re scared. They’re scared what he’s gonna do, he’s gonna get a divorce, he’s gonna ruin the child’s life, whatever, whatever, and they’re like, okay, to hell with it. SFV Room 200B: I’ll just say I made a mistake, I exaggerated, I lied, whatever. SFV Room 200B: But the truth is, when they call 911, SFV Room 200B: Usually, that is a true statement. SFV Room 200B: When they say he’s after me, and I just locked myself in the bedroom, and, you know, it’s usually the true state. That’s exactly what happened. SFV Room 200B: In this case, She actually came to my office, and she told me why she… I mean, look. SFV Room 200B: Cheating, I don’t care, fine. SFV Room 200B: And I always tell my clients, if she’s cheating, then screw you! Divorce! SFV Room 200B: That’s your option. You can’t beat, you can’t threaten, you can’t do any of that stuff. Just go divorce her. Vice versa. If he’s cheating, divorce him. SFV Room 200B: You’re far better off than arguing and shouting in front of the children and ruining the children’s life, too. Just freaking divorce you can be friends, probably. SFV Room 200B: Without benefits. That’s the unfortunate truth, and… but in this case, I know the false imprisonment is a bullshit claim. I know it for a fact. I’ve been doing this for too long. SFV Room 200B: But why do you want to stay in the… I want it because if you end up before a jury, I want to be able to argue that she’s full of, you know what? You know? Because if you’re absent 2 or 3 times a week with a 6-year-old until 3 in the morning. SFV Room 200B: You’re not afraid of the husband? He doesn’t say where you were? So he never asked? SFV Room 200B: He did. She lied. She had a late shift, she had a this, and she… SFV Room 200B: She’s a nurse. She’s a nurse. The proof is in the pudding. The proof is in the pudding. When the trial comes, I’m gonna ask all of you to come watch. She won’t be a nurse for long. I’m telling you, the DA, the first DA in this case. SFV Room 200B: 100% believed in the case completely. So he believed her? She said the recant, you know, what she said afterwards is complete bullshit, it’s not true, she’s afraid of him, and I tried to explain, I said, you know what? And then she said, finally, no, the second DA said, I’m gonna reduce the charges to misdemeanors. I said, no. SFV Room 200B: It’s either a dismissal, or we’re going to trial. It’s bullshit. She’s not afraid, and you show me one mark. SFV Room 200B: The… SFV Room 200B: If this guy wanted to beat her, he wouldn’t do it during the entire time that he suspects that she’s cheating. Come on! SFV Room 200B: He was nice enough not to say anything until he actually saw the text message come in. And, you know, and then he goes, what the hell is this? This is not a patient. SFV Room 200B: This is not a patient, this language. He said, I literally said, this is… Excuse me, nurse, can you tell me if this looks abnormal on my… you’re gonna get me fired. SFV Room 200B: I’ll represent you pro bono if you get fired. Just stop. Okay, next case. Jesus Christ. Professor, do you think that that case… Please, next case. Please. Before he says something else. Please. SFV Room 200B: The student is not here to help me. Okay. SFV Room 200B: Phase 371. SFV Room 200B: Trident Center, anybody, please? SFV Room 200B: This court also applied California law. This is the Ninth Circuit, as you probably know. It used to be the most liberal circuit in the United States. No longer. SFV Room 200B: No longer, that way, but Ninth Circuit is very powerful. I would say, out of the DC Circuit, after that, this probably is the second or third most important circuit we have. The decision is SFV Room 200B: The decisions are extremely important. It’s huge. It covers a big chunk of the country, including California. Anybody wants to take on SFV Room 200B: Trident Center, please. SFV Room 200B: it differently represents the opposite point of view. That’s why I thought it’s important. SFV Room 200B: Anybody? SFV Room 200B: Should I call a name? No. Adreanne Kumamoto: I’ll do it, Professor. SFV Room 200B: Your name, please. Adreanne Kumamoto: Adrian. SFV Room 200B: So, yes. SFV Room 200B: Thank you. SFV Room 200B: Since you participated, we will discount your tidiness. Adreanne Kumamoto: Yay! A win is a win! SFV Room 200B: I had this coming with you. Adreanne Kumamoto: Okay, so Trident Center versus Connecticut General Life Insurance, 1988, Ninth Circuit. Adreanne Kumamoto: The judge, Alex Kaczynski, the facts. Adreanne Kumamoto: Plaintiff Trident Center, a partnership composed of a major insurance company and two prominent law firms, borrowed $56.5 million from Connecticut General Life Insurance Company to build a Los Angeles complex. Adreanne Kumamoto: The promissory note stated explicitly that Trident shall not give the right to prepay the principal amount hereof in whole or in part before January 1996. Adreanne Kumamoto: A separate clause stated that in the event of a prepayment resulting from a default prior to January 10, 1996, the prepayment fee will be 10%. Adreanne Kumamoto: When the interest rates later dropped, Trident wanted to refinance and argued that this second clause allowed prepayment if it was willing to pay the 10%. Adreanne Kumamoto: The lender refused, pointing to the clear prohibit… prohibition… Adreanne Kumamoto: prohibiting prepayment during the first 12 years. Trident sued, arguing that parole evidence should be admissible, extrinsic evidence should be admissible to show that the parties intended to permit prepayment despite the written terms. Adreanne Kumamoto: the issue. What’s the issue? Under California law, can extrinsic parole evidence be introduced to show that a contract, even one that appears clear and unambiguous on its face, means something different from its plain language? Adreanne Kumamoto: Okay, and… the… reasoning or alloc… like, the application applied is Trident argued that Adreanne Kumamoto: A clause in its loan note implying 10% fee for prepayment in the event default allowed it to voluntarily prepay if the pay… if it paid that fee. Adreanne Kumamoto: The note, however, explicitly prohibited prepayment for 12 years, and the court found the default clause only applied if Connecticut General chose to accelerate the loan after default, not if Trident decided to pay early. So the 9th Court found that no genuine ambiguity in the written terms. Adreanne Kumamoto: Nonetheless, the court acknowledged that California’s specific gas precedent permits parties to offer parole evidence even when the written contract seems unambiguous, meaning technically Trident could attempt to prove that both sides intended otherwise. Adreanne Kumamoto: The court, while critical of this rule, stated it must follow California law, which makes it impossible for even sophisticated parties to draft a contract immune to parole evidence. Adreanne Kumamoto: The Ninth Circuit Court affirmed dismissal of the complaint because the contract clearly barred prepayment before 1996, but it recognized that under California law, parole evidence could theoretically be admissible to prove a contrary intent. Adreanne Kumamoto: The court reversed the sanctions holding Trident claim was not frivolous in light of California’s Board Parole Evidence Doctrine. SFV Room 200B: Thank you. Thank you. SFV Room 200B: So, I think the Ninth Circuit is also acknowledging you know. SFV Room 200B: In light of the extremely clear contractual provisions, Borrowing, prepayment. SFV Room 200B: Still, the court says, you know. SFV Room 200B: it’s going to follow California law. I don’t know why the court did that, and I don’t like this case for that reason. SFV Room 200B: But it just goes on to tell you that, SFV Room 200B: California and the Ninth Circuit are now taking a very liberal approach in what is admissible SFV Room 200B: In contract interpretation. SFV Room 200B: Okay? So, the only reason I cover it, not because it’s in the book, but only to show you that SFV Room 200B: If you are… Writing an essay. SFV Room 200B: You want to basically say that, you know, the current trend is that the evidence would come in if the language, even though clear on its face, may be susceptible to a couple of interpretations, would still let it in. SFV Room 200B: Right? SFV Room 200B: And then the only thing that I didn’t like from this decision is that it… it talked about Pacific Gas, I believe, but it’s… it’s a little different, because Trainer, Judge Trainor in Pacific Gas. SFV Room 200B: had some limitations in admissibility of evidence. For example, Traynor said a preliminary consideration must be made by the court, not the full trial, not the jury, but the judge should first make a preliminary consideration. SFV Room 200B: And then, bringing all credible evidence. That was his second requirement. Bring in all credible evidence SFV Room 200B: Again, reviewed by solely the judge, and the admission of the evidence only, if taking into account all of the extrinsic evidence, the contract is susceptible to either of the two interpretations. That’s not what this court is saying. SFV Room 200B: So I think they just over-exaggerated the trainer language. SFV Room 200B: following California law. It’s the only reason I thought we should talk about it. Any questions before I let you all go, and I’ll see you Monday. Any questions? SFV Room 200B: All right, everybody, see you Monday, and then we’re going to start with, KSON 376. yessenia soria: Professor, I do have a question. We’re going to be going over, practice essays, right? You said, are we going to be able to do some and get them graded? SFV Room 200B: After we finish the book, we’re going to do review, time permitting. I’m assuming it’s gonna be probably the last two sessions. yessenia soria: Okay, are we going to be able to submit some practice essays to you for review? SFV Room 200B: I’ll discuss it at that time. Okay. I’ll discuss it at that time. yessenia soria: Professor, have a good weekend. Karia Salazar: Thank you! SFV Room 200B: Wow. Thank you. Yeah, we’ll let you know. SFV Room 200B: Oh, actually, today we might have, if it doesn’t open, just press… Catch up and study and everything.