February 19, 2005
News in brief
The Shell-led Sakhalin Energy consortium has signed a 24-year contract with Tokyo Gas to supply supply 1.1 million tonnes of liquefied natural gas a year from the Russian Far East.
Thinking only of America's good, Connecticut's two senators introduce a bill to compel the Air Force to build its new helicopters . . . in Connecticut.
Weight Watchers International and ice-cream maker CoolBrands International have reached a settlement on their long-simmering contract dispute, agreeing that CoolBrands will stop making "Weight Watchers" and "Smart Ones" brand ice cream as of May 1.
St. Louis Symphony Orchestra musicians have decided not even to take a vote on what management called its "last, best and final" offer.
The Connecticut Ethics Commission has decided to release redacted copies of contracts between UConn basketball coaches and sneaker giant Nike, which detail the various obligations the state employees undertake toward the company.
A New York paper company signs a seven-year, $2 billion agreement with the Wendy's burger chain, and will expand a Tennessee facility to do the work.
A group of U.S. investors is seeking to enforce a $299 million Swiss breach of contract award in Singapore against Indonesia's giant Pertamina energy combine; the award arose out of a canceled geothermal project.
Singer/actress Madonna is suing her "long-time art consultant" for breach of contract over a painting that the consultant allegedly sold; she's seeking $265,000.
The University of Memphis is looking for tenure-track and visiting professors in various areas, specifically including contracts and business associations. For info, or to apply, you can contact Professor Kevin Smith.
Last month the school named contracts prof James R. Smoot as its new dean.
Today in history--February 19
1473: Lawyer, diplomat, soldier, canon, and public official Mikolaj Kupernik (a/k/a Nicholas Copernicus) is born at Toruń, Poland. He is best remembered for his hobby, astronomy.
1654: The English and Dutch sign the treaty that turns the Nieuw-Amsterdam colony over to England, which shows the same level of imagination as the Dutch by calling it New York.
1792: The U.S. Supreme Court issues Chisholm v. Georgia, its first case to mention "breach of contract." The decision has to be overruled by the 11th amendment.
1846: The first U.S. state government is installed in Texas, replacing the old national government.
1878: Thomas A. Edison patents the phonograph. The invention came about somewhat by accident, since he was trying to invent a telegraphic repeater.
1881: Kansas becomes the first U.S. state to prohibit sales of alcoholic beverages.
1913: A tradition is born as the first prizes are put into Cracker Jack boxes.
1922: Ed "The Perfect Fool" Wynn (born Isaiah Edward Leopold), blackballed after a 1919 actors' strike, becomes the first major vaudeville star to sign with the new medium called "radio."
1965: Article 2 of the Uniform Commercial Code goes into effect in the U.S. Virgin Islands.
1985: The Coco-Cola Co. introduces Cherry Coke.
February 18, 2005
Contract clause may stymie takeover
A contractual change-of-control clause in a key contract has thrown a roadblock in front of the attempted acquisition of Britain's Woolworth's by a private equity fund. The Apax group had previously made a £789 million offer for "Woolies," as the chain is popularly known, but the board rejected it.
Now Apax has learned that a lucrative major contract by one of the chain's divisions, Entertainment UK, contains change of control clauses that could terminate kick in if Apax takes over the company. The contract is to supply supermarket chain Tesco with CDs, DVDs, and video games. Apax is apparently mulling over its options for another try.
Tired of the brutal, endless, mind-numbing, northern winters? Want to spend a year someplace where you don't even have to drain your swimming pool in the winter?
Texas Wesleyan in Fort Worth is looking for a visiting professor to teach Contracts I & II for the 2005-06 academic year. The faculty is friendly and collegial, the students are remarkably nice, and the sun shines about 300 days a year. The DFW area has a lively night life and Fort Worth is a great family town, with first-class cultural facilities. If you're interested, contact associate dean Earl Martin. For questions about the place, contact the editor.
Today in history--February 17
1478: George, Duke of Clarence, the younger brother of King Edward IV, is executed for treason by drowning him in a vat of Malmsey wine.
1841: Senate Democrats launch the first on-going filibuster in U.S. Senate history, blocking Henry Clay's bill to re-charter the Second Bank of the United States. It will last through March 11.
1848: Glass manufacturer Louis Comfort Tiffany, the son of a jeweler who had opened his first store a decade before, is born in New York City.
1865: Delaware rejects ratification of the 13th amendment to the U.S. constitution, which bans slavery. The state will ratify the amendment in 1901.
1878: A botched attempt to execute a judgment on a debt between rival merchants escalates into what will be called the "Lincoln County War," as employee Billy "The Kid" Bonney and a colleague murder two sheriff's deputies and a man who tries to stop them.
1892: Wendell Lewis Willkie, the Democratic lawyer and industrialist who will turn Republican from 1939-44 to run for President, is born at Ellwood, Indiana.
1929: Winners of Hollywood's first Academy Awards are announced, although the awards dinner won't be held until May. Paramount-Famous Lasky's Wings wins the first "best production" (later "best picture") award.
1953: Lucille Ball and Desi Arnaz sign an $8,000,000 contract to continue their I Love Lucy television series through 1955.
2005: Fox hunting becomes illegal in the United Kingdom.
February 17, 2005
More on Taylor v. Caldwell
For those interested in some background on the 1861 English case of Taylor v. Caldwell, here’s a web site with a great deal of useful material about the Surrey Gardens, including pictures.
News in brief
France’s Airbus Industries says it will open a factory in the U.S. if it lands a lucrative U.S. Air Force contract to build tanker aircraft.
The company supplying radio frequency identification badges for a school that requires students to wear them has pulled out of the contract, citing "intense media attention" over the controversial program.
The IKEA furniture store in Leeds wants to give someone a £1 million a year contract to do kitchen installation, but can't find a taker.
Ireland’s RTÉ lands a new television and radio broadcast contract to carry rugby’s RBS Six Nations tournament through 2009.
The two sides are apparently making no progress in Louisiana’s effort to renegotiate a 2001 contract with the New Orleans Saints football team. It wants a new deal because it is having trouble making the $10-$20 million annual payments it promised, and if it misses a payment the team is free to move to another state.
Air travelers in China will get McDonald’s commercials on airport monitors, under a new contract awarded by the fast-food giant, which already has 600 fast-food stores in China and is looking to expand.
We've previously mentioned Darian Ibrahim's interesting new working paper, Rewriting the Law of Boilerplate Terms: Fairness, Efficiency, and a Standard Form Principle of Comparative Responsibility. A revised version of the article is now available here.
Stalemate at Black Rock
CBS News and the employees it has blamed for the Rathergate forged-documents fiasco have hit a stalemate. CBS relieved them of duty and wants them to resign in disgrace. The employees are refusing, and want to be fired so they can then sue the network for breach of contract.
Josh Howard, Mary Murphy, and Betsy West have all hired lawyers to begin preparing breach-of-contract claims. They are also likely to claim defamation because of public statements made about them by Leslie Moonves, the CBS News president who was not asked to resign.
Today in history—February 17
1801: The U.S. House of Representatives breaks an electoral college tie by electing Thomas Jefferson president over Aaron Burr.
1819: The first version of the Missouri Compromise passes the U.S. House of Representatives, but it will fail in the Senate over a clause restricting attempting to restrict slavery in the new state.
1844: Aaron Montgomery Ward is born. While working as a salesman for the Marshall Field store, he will get the idea of selling goods by mail, and will create the first mail-order business at age 28 in 1872.
1874: Thomas J. Watson, the man who is credited as the true creator of the modern IBM, is born at Campbell, New York. His best-known statement, "I think there is a world market for maybe five computers," said to have been made in 1944, is an urban legend.
1919: Sir Wilfrid Laurier (McGill Law 1864), Canada’s seventh prime minister, dies at Ottawa.
1933: Newsweek magazine goes on sale for the first time.
1958: Pope Pius XII declares St. Clare of Assisi the patron saint of television. It doesn't help.
1972: Sales of the Volkswagen Beetle go past the 15 million mark, surpassing the Ford Model T.
1981: Celebrity heiress Paris Whitney Hilton is born at New York City.
February 16, 2005
News in brief
The U.S. Air Force denies Lockheed’s bid protests over award of a classified bomb contract worth some $2.6 billion.
Unionized faculty at Temple University have reached a tentative agreement on a new four-year contract with the Philadelphia school.
Wall Street’s Bear Stearns terminates a $10,000-a-month consulting contract with a New Jersey lawyer just 15 days after the lawyer’s friend and political ally, Gov. James McGreevey, resigned. Bear Stearns had done eight public financing deals for New Jersey during McGreevey’s term.
An Australian arbitrator rules that the nation’s second-biggest winery will have to pay more for grapes under its contracts with growers—but not as much as the growers want.
Junior faculty papers sought
Yale and Stanford law schools are seeking submissions for the Junior Faculty Forum, a conference in which "young" scholars can present their papers and get comments from top scholars in their fields.
The forums alternate between public and private law, and this one's is on private law, though for some reason tax and antitrust both count as "private." They've landed two top-notch commentators for contracts-related papers, Bob Scott (Virginia) and Dick Craswell (Stanford). Click to continue to the Call for Papers.
REQUEST FOR SUBMISSIONS
STANFORD/YALE JUNIOR FACULTY FORUM
Stanford and Yale Law Schools announce the sixth session of the Stanford/Yale Junior Faculty Forum to be held at Stanford Law School on May 27-28, 2005, and seek submissions for this meeting.
The Forum's objective is to encourage the work of young scholars by providing experience in the pursuit of scholarship and the nature of the scholarly exchange. Meetings are held each spring, at Yale one year and Stanford the next. Six to eight scholars (with one to seven years in teaching) will be chosen on a blind basis from among those submitting papers to present. Two senior scholars, not necessarily from Stanford or Yale, will comment on each paper. The audience will include the invited young scholars, faculty from the host institutions, and invited guests.
The goal is discourse on both the merits of particular papers and on appropriate methodologies for doing work in that genre. We hope that comment and discussion will communicate what counts as good work among successful senior scholars and will also challenge and improve the standards that now obtain. The Forum also hopes to increase the sense of community among American legal scholars generally, particularly among new and veteran professors.
Each year the Forum invites submissions on selected topics in public and private law, legal philosophy, and law and humanities, alternating loosely between public law and humanities subjects in one year, and private and dispute resolution law in the next. For the May, 2005 meeting, the topics will cover private law and dispute resolution, and the following scholars have agreed to serve as referees and commentators:
Corporate & Securities Law
Robert Daines (Stanford), Henry Hansman (Yale)
Bankruptcy & Secured Transactions
Marcus Cole (Stanford), Barry Adler (NYU)
Commercial Law & Contracts
Richard Craswell (Stanford), Robert Scott (Virginia)
Keith Hylton (Boston Univ.), Jennifer Arlen (NYU)
Mark Kelman (Stanford), Tom Merrill (Columbia)
Margaret Jane Radin (Stanford), Mark Lemley (Stanford)
Joseph Bankman (Stanford), Dan Shaviro (NYU)
Private International Law
Jack Goldsmith (Harvard), Alan Sykes (Chicago)
William Simon (Stanford), Cynthia Epstein (CUNY)
Jeremy Bulow (Stanford), Alan Klevorick (Yale)
Civil Litigation & Dispute Resolution
Judith Resnik (Yale), Pam Karlan (Stanford)
PAPER SUBMISSION PROCEDURE:
There is no publication commitment associated with the Forum, nor is published work eligible. Yale or Stanford will pay presenters' travel expenses, who will be required to attend the entire Forum schedule. Paper submissions for the Forum should be sent to:
Ms. Judy Dearing
Stanford Law School
559 Nathan Abbott Way
Stanford, CA 94305-8610
by March 1, 2005. Note that the submission date has been extended two weeks.
Electronic submissions should be sent to:
Email: Ms. Judy Dearing
Inquiries concerning the Forum should be sent to:
We very much hope that young scholars will submit work. If the strong commitment of the host schools can make it so, participation at the Forum will benefit presenters and the profession.
Today in history—February 16
1822: Sir Francis Galton is born. He will invent the science of eugenics, but his most lasting contribution will be creation of the first newspaper weather map, for The Times, in 1875.
1852: Henry and Clement Studebaker form H. & C. Studebaker, a blacksmithing and wagon-building firm in South Bend, Indiana. About half the covered wagons that go west are Studebakers; the company will build its first horseless carriage in 1897.
1868: A New York fraternal drinking club named "The Jolly Corks" changes its name to the Benevolent & Protective Order of Elks.
1883: The Ladies Home Journal is published for the first time.
1923: Howard Carter breaks the seal on the long-lost tomb of King Tutankhamen at Thebes, Egypt. The Pharaoh’s curse will slay him 16 years later, at age 64.
1937: Inventor Wallace Carothers of Delaware's E.I. du Pont de Nemours & Co. receives a patent for nylon. The first nylon stockings will be sold in 1940.
1946: The first commercial helicopter, Sikorsky Aircraft’s four-passenger S51, takes to the air for the first time.
1948: The first network television news program, Camel Newsreel Theater, debuts on NBC. It is sponsored by the R.J. Reynolds Tobacco Co., and produced by Fox.
1950: The quiz show What’s My Line debuts on CBS. I t will run for 17 years and launch the phenomenally successful Mark Goodman-Bill Todman game show production house.
1978: Ward Christensen creates CBBS, the first computer bulletin board, in Chicago.
2005: The Kyoto Protocol officially comes into effect.
In disucssing a recent client piece written by a New York law firm, we incorrectly stated that it referred to liability of lessors, when it in fact deals with lender liability. The original post has been deleted, and we apologize for the error and we have also fired Mary Mapes, who was solely responsible for it.
February 15, 2005
News in brief
The owner of an Arizona business-supply firm has signed a contract to by the National Football League’s Minnesota Vikings. Reggie Fowler would become the league’s first black owner.
Qwest Corp. has reached a wholesale pricing agreement with AT&T for routing AT&T long distance calls across Qwest’s network. Details of the contract, which runs through 2007, were not disclosed.
Shell Exploration has extended the drilling contract for two of Transocean Inc.’s ocean drilling vessels, an award that could reach $228 million.
The University of Nebraska is negotiating with Iowa State University to send its veterinary students to the Ames school, instead of Kansas State University, where they have been going for 20 years.
Try, try again, say officials of a New Hampshire town which will doggedly put the city’s waste-hauling contract out for bids a fifth time.
A Canadian donut chain gets a no-bid contract under which the Royal Mint gives it exclusive rights to distribute popular new coins—without getting anything in return.
The nation’s second-biggest Giant Really Evil Conspiracy to Dominate the World is looking to cut legal expenses. Microsoft Corp. is paring down the list of firms who do business for it, and warning that firms will have to agree to renegotiate their billing structures.
Reading student exams is frustrating. They miss issues, discover issues that aren't there, misstate rules, make up rules, ignore facts, misstate facts, invent facts, confuse terms, abuse terms, wander off the topic, vacillate, pontificate, engage in stupefying leaps of illogic, until you sometimes want to scream.
Many Contracts profs make comments on exams as they write, and such comments frequently reflect the impressions of the professor rather than considered advice to the student. Student reactions to such comments (e.g., "patent nonsense," "you cannot ignore the facts," "you are confused") are the subject of discussion today over at the law student blog, Parenthetical Statement. There are a good many comments, some of them from professors.
What's in a name?
The city of Anaheim isn’t giving up on its lawsuit to block baseball's Anaheim (née California) Angels from changing back to their original name, "Los Angeles Angels." The team began in Los Angeles in 1961, before later moving to Orange County.
Anaheim officials say that changing the name to "Los Angeles," a city where they do not play, is a breach of the team’s lease with Anaheim Stadium. The city of Los Angeles joined is supporting its neighbors, arguing that the Angels should not be able to use the name of a city where they do not pay taxes. A state judge on January 21 denied an injunction preventing the team from changing its name, finding that Anaheim did not have a substantial chance of winning the suit.
Summers at the beach
Are you an experience Sales prof? Want to spend the summer in sunny Los Angeles? Southwestern University School of Law may have a gig for you. They're looking for someone to teach an eight-week, two-unit course from June 1 to July 27. Contact the associate dean, Chris Cameron.
Today in history—February 15
1748: Legal reformer and utilitarian philosopher Jeremy Bentham is born at Houndsditch, London.
1764: Pierre Laclede and his son-in-law, Auguste Chouteau, who have been operating a trading post on the site for several months, formally found the town of St. Louis on a 40-foot mound overlooking the Mississippi River.
1805: The most successful communist enterprise in U.S. history, the Harmony Society, is organized in Butler County, Pennsylvania.
1809: Cyrus Hall McCormick is born in what is now Roane County, West Virginia. At age 22 he will invent the first practical grain-reaping machine and start the forerunner of the International Harvester Co.
1879: President Rutherford B. Hayes signs a bill allowing female attorneys to practice before the U.S. Supreme Court.
1922: John Bayard Anderson, who will go on to prove that getting creamed in an election won’t keep you from being a successful law professor, is born at Rockford, Illinois.
1965: Canada gets a new flag, as the red-and-white maple leaf replaces the old "Canadian Red Ensign."
1974: Thoroughbred Seattle Slew is foaled. He will be sold a year later for $17,500, but will go on to win the Triple Crown and $1.2 million in prize money—plus millions more in stud fees.
1991: The premiers of Poland, Czechoslovakia, and Hungary sign the Visegrád Agreement, which binds them to move toward free market economies.