ContractsProf Blog

Editor: Myanna Dellinger
University of South Dakota School of Law

Friday, September 15, 2006

UCC Legislative Wrap-up

Governor Arnold Schwarzenegger signed SB 1481 yesterday, making California the 22nd state to have enacted Revised Article 1 and the 24th state to have enacted Revised Article 7.  SB 1481 makes California the 22nd state to reject uniform R1-301 and the sixteenth to adopt uniform R1-201(b)(20).

Massachusetts HB 3731 appears to be going nowhere until at least 2007.  So, barring some unexpected development elsewhere this fall, the enactment of SB 1481 should bring to a close a fairly successful season for Revised Article 1 with eight adoptions (Arizona, California, Colorado, Kentucky, Louisiana, New Hampshire, North Carolina, and West Virginia).

[Keith A. Rowley]

September 15, 2006 in Legislation | Permalink | TrackBack (0)

Thursday, September 14, 2006

How Much Is that Rotary Phone?

Recently spotted this story, which could provide an interesting example, or "spin" for the unconscionabillity doctrine (pun intended).  According to the AP:

A widow rented a rotary dial telephone for 42 years, paying what her family calculates as more than $14,000 for a now outdated phone.

Ester Strogen, 82, of Canton, first leased two black rotary phones _ the kind whose round dial is moved manually with your finger _ in the 1960s. Back then, the technology was new and owning telephones was unaffordable for most people.

Until two months ago, Strogen was still paying AT&T to use the phones _ $29.10 a month. Strogen's granddaughters, Melissa Howell and Barb Gordon, ended the arrangement when they discovered the bills.

"I'm outraged," Gordon said. "It made me so mad. It's ridiculous. If my own grandmother was doing it, how many other people are?"

New Jersey-based Lucent Technologies, a spinoff of AT&T that manages the residential leasing service, said customers were given the choice option to opt out of renting in 1985. The number of customers leasing phones dropped from 40 million nationwide to about 750,000 today, he said.

"We will continue to lease sets as long as there is a demand for them," Skalko said.

Benefits of leasing include free replacements and the option of switching to newer models, he said.

Gordon said she believes the majority of people leasing are elderly and may not realize they are paying thousands of dollars for a telephone.

Skalko said bills are clearly marked, and customers can quit their lease any time by returning their phones.

Strogen says she's not a big fan of her new push-button phone.

"I'd like to have my rotary back," she said. "I like that better."

[Miriam A. Cherry]

September 14, 2006 in In the News | Permalink | TrackBack (0)

Promissory Liability, Reliance and the Day of Atonement

Don't miss Ethan Leib's interesting connections between contracts, Cardozo's opinion in Jacob & Youngs v. Kent (a/k/a "The Reading Pipe Case") and the Jewish Day of Atonement (Yom Kippur).  And, the equally interesting response from Keith Scharfman. 

One question I have: why bother to keep your (past or future) promises with god if your fate was already sealed either way 10 days earlier on Rosh Hashanah?  Perhaps we are judged by something other than our ability to keep our promises.

Clarification from Jeffrey Lipshaw: Actually, according to the legend, you are inscribed in the Book of Life on Rosh Hashanah, and sealed on Yom Kippur.

Thus, the Unataneh Tokef recites "on Rosh Hashanah it is written, on Yom Kippur it is sealed."

Also, a traditional greeting on Yom Kippur is "g'mar tov" which is short for "may you be sealed well."

[Meredith R. Miller]

September 14, 2006 in Miscellaneous | Permalink | TrackBack (0)

Wednesday, September 13, 2006

ContractsProf Spotlight: Chapin Cimino Cody

Spotlight_2_6_4_3 Chapin Cimino Cody (Drexel University)
BA, Denison University
JD, University of Chicago

Dsc_7695 Chapin Cimino Cody is part of the inaugural faculty at Drexel Law School, where she will teach Contracts.

The paths I’ve followed haven’t always been well-illuminated. The one I’m on now, in fact, has led me to a brand new, pre-accredited law school (albeit one at an established, well-regarded research institution). The “story” of how I ultimately found this job is that, while I did realize in my first or second year of law school that teaching law would be the best job imaginable, I didn’t begin then meticulously plotting an academic trajectory. Instead I went down a few side roads and soon enough I found my way to the right place. 

I didn’t start out looking for the side roads, however. In law school I followed the crowd to the doors of the big New York firms. I decided to spend my second summer at Cravath, Swaine & Moore. I genuinely liked the firm, so I accepted their offer to join the litigation practice after graduation. But a detour to Philadelphia to clerk changed that plan.  In the Eastern District of Pennsylvania, I saw many interesting things: impeccably written briefs, skilled oral advocates, sophisticated commercial disputes, and young women being given a lot of responsibility on pending cases.  Some of these revelations came as quite a surprise, as every New York lawyer I had known insisted there was no sophisticated commercial litigation outside of New York.  Still, these observations, coupled with what seemed to be an oddly high divorce rate among the New York lawyers, convinced me to stay in Philadelphia. So I told my firm I wouldn’t be coming that fall after all. The utility of this move was at best uncertain given one bit of conventional wisdom, which is that pedigrees from fancy New York firms certainly help aspiring teaching candidates down the road.

In Philly I practiced commercial litigation at a great firm, Pepper Hamilton, and got tremendous experience. I worked at a high level on lots of different commercial matters -- contract, antitrust, securities, copyright and trademark. I also got some practice experience in public law areas, namely first amendment and higher education work, which I loved. I got trial experience, mediation experience, mentoring experience -- all kinds of good stuff. I worked at a sane place with good people and did well.

Then my first daughter arrived. At the time my spouse was consulting (read: traveling 4-5 days/week) and I knew I couldn’t do what I needed to do and keep all fronts covered adequately, so I took a big risk and took an extended maternity leave. The last time I checked, “extended maternity leave” is not on anyone’s list of “how to get a teaching job” (Leiter?  Wendel?). I ended up staying out for two years – having a second child (another daughter) almost right away and also teaching for the first time.  To stay engaged while I was out, I taught “media law and ethics” as an adjunct to undergraduates at a local university.

Shortly after returning to practice I knew that it was time to start making the move to academia.  Two years ago I started teaching legal writing at Villanova University Law School, which was another serendipitous but very worthwhile experience. In that time I learned a lot about legal education, law schools as institutions, law students, and teaching. I was also able to publish an article and put myself on the market. Viewed ex ante, the article I wrote was not the most predictable path to success, either, because I took a pass on the received wisdom that an entry-level candidate should choose a topic and construct a thesis in order to maximize her placement possibilities. Instead I wrote about what was on my mind, which was standing in a certain class of discrimination suits.  Then, lo and behold, Drexel University decided to open a law school, right here in Philadelphia. I took myself off the market and the rest is (very recent) history.   

For anyone unfamiliar with this recent history, which is probably just about everyone reading this, or anyone curious about what it is like to start a new law at an established institution, I recommend a post on the subject written by my colleague, Dan Filler, at Concurring Opinions.  The crux: “this is entrepreneurship, on someone else’s dime.  Anything is possible.”

September 13, 2006 in Contracts Profs Weekly Spotlight | Permalink | TrackBack (0)

Speaking of Free Things

This tale from the Starbucks file might be fun for a discussion of mutual assent and consideration:

Starbucks Corp. was sued for $114 million Friday over its recall last week of a coupon that entitled the holder to a free large iced drink being promoted by the Seattle coffee retailer.

Peter Sullivan, the lawyer who sued on behalf of a 23-year-old Starbucks regular who felt "betrayed" when her coupon was not honored, accused the company of fraud and said he will request class-action status to include the "thousands who were misled" by the offer.

On Aug. 23, Starbucks e-mailed the coupon for the free grande drink to select employees with instructions for them to forward the coupon to friends and family. The offer was valid through Sept. 30.

But, Sullivan said, Starbucks got jittery and refused to honor the coupon after the company saw how widely it had been distributed. "I believe they were surprised by how successful the promotion was," the lawyer said.

"The excuse proffered by Starbucks, that they did not believe that an offer released over the Internet would be so widely distributed, is ridiculous," Sullivan said. "Clearly, Starbucks chose to initiate a viral marketing campaign to counteract their slumping sales."

A spokeswoman for Starbucks said company officials had seen Sullivan's press release but not his court papers and would have no immediate comment.

Sullivan said he saw lines of coupon-carrying caffeine customers outside Starbucks coffee shops in New York in response to the promotion, and when they could not redeem the coupons "they felt let down and angry."

One of those people, Sullivan said, was his client, Kelly Coakley of Queens, who works as a paralegal and administrative assistant.

The $114 million the lawsuit asks for approximates the average cost of one cup of Starbucks coffee a day for all of the people turned away for the 38 days the offer was valid, Sullivan said. "That's a very conservative figure," he said.

He did not explain how they determined how many people had tried to redeem the coupon.

[Meredith R. Miller / HT: Isaac Samuels, 1L]

September 13, 2006 in In the News | Permalink | TrackBack (0)

Tuesday, September 12, 2006

Free Furniture Offer

In the long tradition of interesting sales "offers" and prizes (a la Keith Rowley's "Toy Yoda" article), add this to the file.  From

Randy Gonigam, a Kendall County furniture store owner and "huge Bears fan," got tired of players bragging about their defense, so he decided to put his money on it.

Over Labor Day weekend, Gonigam's World Furniture Mall in Plano offered customers free furniture -- up to $10,000 -- if the Chicago Bears shut out the Green Bay Packers in their season opener. Plano is about 45 miles southwest of Chicago.

Four quarters, 206 customers and about $300,000 later, Gonigam is still a little shell-shocked.

The Bears blanked the Packers 26-0 Sunday, ending Green Bay's 233-game scoring streak and giving Brett Favre the first shutout of his 16-year NFL career.

The idea that it was a long shot didn't keep him from insuring the store for up to $300,000 worth of furniture with a company that specializes in insuring prize reimbursements.

[Miriam Cherry / Hat tip: Gerald Caplan (Pacific-McGeorge)]

September 12, 2006 in In the News | Permalink | TrackBack (0)

Monday, September 11, 2006

Liza Minnelli's Pre-Nup

Some contract-related tabloid fodder from the AP (via

David Gest, the estranged husband of Liza Minnelli, asked a judge to set aside his prenuptial agreement with the star, the latest development in their lengthy divorce battle.

Gest's lawyers told State Supreme Court Judge Harold B. Beeler on Friday that Minnelli hid the fact that she was infected with herpes, was an alcoholic and prone to violence. Had Gest known, the lawyers argued, he never would have entered into the prenuptial agreement.

Minnelli's lawyer, Israel Rubin, refused to comment on specific allegations. "This whole thing is ridiculous," he said.

Gest's lawyers asked Beeler to order a trial to determine the validity of the prenuptial agreement.

Minnelli and Gest married March 16, 2002, at a celebrity-studded ceremony with Michael Jackson as best man and Elizabeth Taylor as maid of honor. They separated in July 2003 and filed for divorce later that year.

The prenup request is the latest in a serious of ugly lawsuits (example) between the parties.

[Meredith R. Miller]

September 11, 2006 in In the News | Permalink | TrackBack (0)