ContractsProf Blog

Editor: Myanna Dellinger
University of South Dakota School of Law

Monday, March 5, 2007

Limerick of the Week

As Frank Snyder put it in the early days of this Blog:

[On] December 2, 1980, the Missouri Court of Appeals decided Katz v. Danny Dare, Inc.,  610 S.W.2d 121 (Mo. Ct. App.1980), a popular casebook follow-up to Feinberg v. Pfeiffer Co. in the promissory estoppel part of the course.  In the case, the president of the company wanted to get his brother-in-law to resign instead of having to fire him (thus ticking off his sister) so he promised him a pension.  After the man retired, the company reneged on the promise, claiming that there was no consideration for the promise because the employee would have been fired anyway.  The court's holding -- that there was no consideration but that there was reliance -- is just off base enough to make for great class discussion.

And also off-base enough to inspire a Limerick:

Katz v. Danny Dare

Shopmaker could have fired Katz.
Instead, they held family chats.
Now a pension is due,
Though Katz' work days aren't through.
Estoppel here seems a bit bats.

[Jeremy Telman]

March 5, 2007 in Famous Cases, Limericks, Teaching | Permalink | Comments (0) | TrackBack (0)

Friday, March 2, 2007

Ships, the Repo Man, and Piracy

Over at Concurring Opinions, Nate Oman (William & Mary) has this fascinating post about the difference between repossession and piracy, specifically when we're talking about the repossession of a ship.  The tale he recounts even involves the actions of a witch doctor - check it out!

[Miriam A. Cherry]

March 2, 2007 in Commentary | Permalink | TrackBack (0)

UNLV Looking for a Podium Visitor

UNLV's William S. Boyd School of Law is looking for a visitor to teach some combination of Contracts, Sales & Leases, Payment Systems, and Secured Transactions during the 2007-08 academic year.  If you are interested, please contact Associate Dean Joan Howarth.

[Keith A. Rowley]

March 2, 2007 in Help Wanted | Permalink | TrackBack (0)

UCC Legislative Update (3/2/07)

What looked to be a prolific year for Revised Article 1 -- based on the number of January introductions -- now looks like it might produce fewer adoptions than either 2005 or 2006.

Utah SB 91 has passed both houses, but has not yet made its way to Governor Jon Hunstman, Jr.'s desk.  Indiana SB 419, Kansas SB 183, and North Dakota HB 1035 have each passed one house and are in the other.  Parallel bills Florida HB 151 and SB 252 are slowly progressing through their respective originating houses.  Rhode Island SB 105 has been idling since its mid-January introduction.  South Dakota SB 85 was been tabled until after the legislative session adjourns.

Utah SB 91, Indiana SB 419, and Kansas SB 183 have each been amended to replace uniform R1-301 with choice-of-law language tracking pre-Revised 1-105 -- keeping uniform R1-301's 0-for-22 streak alive.  Kansas SB 183 and North Dakota HB 1035 adopt the uniform R1-201(b)(20) good faith standard.  Indiana SB 419, Rhode Island SB 105, and Utah SB 91 retain the bifurcated good faith standard of pre-Revised 1-201(19), 2-103(1)(b) & 2A-103(3).

Elsewhere on the UCC front ...

Oklahoma HB 2172, proposing adoption of the 2003 amendments to UCC Articles 2 & 2A (along with certain conforming amendments to other articles), was introduced on February 5 and referred to the Oklahoma House Rules Committee on February 6.  No further action has been reported.

Oklahoma HB 2171, proposing adoption of the 2002 amendments to UCC Articles 3 & 4 (along with certain conforming amendments to other articles), was also introduced on February 5 and referred to the Oklahoma House Rules Committee on February 6.  No further action has been reported.

[Keith A. Rowley]

March 2, 2007 in Legislation | Permalink | TrackBack (0)

Contracts Section Call for Papers - AALS Annual Meeting 2008

Call for Papers

AALS Section on Contracts

Panel on

“How Bad Are Mandatory Arbitration Terms?”

Papers will be published in the Michigan Journal of Law Reform (2008).

The Section on Contracts of the Association of American Law Schools is seeking two presenters for its annual meeting program on the topic, “How Bad are Mandatory Arbitration Terms?”  The conference will be held on January 2-6, 2007, in New York City (the precise date and time of the panel is not yet determined.)

One of the most hotly contested issues in contract law these days is the unconscionability of mandatory arbitration terms in employment and consumer contracts. Some aspects of this phenomenon are well understood: how widespread these terms are, and what are the doctrinal aspects of the unconscionability test. But a basic issue in this debate is not yet well-informed: how bad is mandatory arbitration in reality? How much worse, if at all, are breached-against parties when they have to arbitrate? When does mandatory arbitration bar recovery and prevent vindication of legitimate claims? Are there unintended implications to the use, or the elimination of, mandatory arbitration terms?

The presentations in the panel are intended to move beyond myth, conjecture, and assumption, and to shed a more concrete and empirical light on these questions. Speakers will present and debate insights and findings regarding the reality of mandatory contract arbitration.

Four presentations will be made: two by invited speakers and two by scholars selected through this call for papers.  The Michigan Journal of Law Reform has agreed to publish their papers and is potentially interested in publishing several additional papers in the same 2008 issue on this topic. The two invited speakers are Theodore St. Antoine, the Degan Professor of Law Emeritus at the University of Michigan and former President of the National Academy of Arbitrators, and Theodore Eisenberg, the Henry Allen Mark Professor of Law at Cornell.

A selection committee, in consultation with the editors of the Michigan Journal of Law Reform, will choose the two additional papers for presentation.  The committee members are Omri Ben-Shahar (Michigan), Lisa Bernstein (Chicago), and Martha Ertman (Utah), members of the section’s Executive Committee. The deadline for submissions is July 31, 2007, but the committee encourages earlier submissions and will read papers as they are submitted.  Please send an abstract and a draft paper as electronic attachments to Omri Ben-Shahar, Selections will be made before Sept. 1, 2007, in time for inclusion of the names of those selected in the AALS annual meeting program.  Panelists will be expected to circulate manuscripts among the panel, and submit an initial draft to the law journal, by December 1.  The deadline for revised manuscripts for publication will be in February 2008, with publication in the summer 2008 issue. The length of pieces should be no more than 30 printed pages (40 double-spaced manuscript pages).

Note: The AALS will not provide funds for speakers’ travel expenses or meeting registration; annual meeting speakers typically obtain funding from their home institutions. 

March 2, 2007 in Conferences | Permalink | TrackBack (0)

Corbin v. Fuller

Aaa_83 One of the big pedagogical divides among contracts teachers is whether to start the first-year Contracts course in the traditional way -- beginning with contract formation -- or to start with remedies.  The first approach traces its origins to the creator of the first contracts casebook, Harvard's C.C Langdell.  The latter was championed by another Harvard teacher, Lon Fuller.

The modern debate, says Scott Gerber (Ohio Northern) (top left) in a piece published on the AALS Contracts Section web site, began in discussions between Fuller and one of the titans of modern contract law, Yale's Arthur Corbin.  Gerber details the interesting correspondence between them over The Casebook That Never Was.

[Frank Snyder]

March 2, 2007 in Recent Scholarship | Permalink | TrackBack (0)

Thursday, March 1, 2007

Billion Dollar Rock Quarry

How's this for interesting...  A $50,000 purchase of a rock quarry is really worth millions (billions?).  Here's an excerpt from the whole story, which can be found here:

Matt White, a journeyman pitcher trying to make the Los Angeles Dodgers, could become baseball's first billionaire player.

It has nothing to do with his arm. He owns a rock quarry in western Massachusetts.  White, who has appeared in seven big league games in nine professional seasons, paid $50,000 three years ago to buy 50 acres of land from an elderly aunt who needed the money to pay for a nursing home.

While clearing out a couple acres to build a home, he discovered stone ledges in the ground, prompting him to have the property surveyed.  A geologist estimated there were 24 million tons of the stone on his land. The stone is being sold for upward of $100 per ton, meaning there's well over $2 billion worth of material used for sidewalks, patios and the like.

No word on what happened to the aunt (who one assumes is either still in a nursing home or who has passed away).  Apparently White may turn his tale into a movie.

[Miriam A. Cherry]

March 1, 2007 in In the News | Permalink | TrackBack (0)

Abbott Laboratories v. Takeda Pharmaceutical Co., Ltd.

Posner_2On February 2, 2007, the Seventh Circuit (Posner, J.) enforced a forum-selection clause favoring Takeda, a Japanese pharmaceutial company, and thus affirmed the District Court's dismissal of Abbott Labs' suit brought in the Northern District of Illinois.  The full opinion can be found here.

The parties to the suit formed a 50/50 joint venture, which became the Delaware Corporation, TAP Pharmaceuticals.  In 1995, Takeda contracted to supply TAP for ten years with a heartburn and acid reflux drug, Prevacid.  In 2004, just before the contract was due to expire, TAP's board voted to renew it.  Abbott brought suit alleging breach of fiduciary duty by Takeda.  Abbott alleged (and Judge Posner expressed some perplexity at the allegation) that Takeda had coerced Abbott to instruct its TAP directors to approve the contract renewal, even though TAP thereby agreed to an excessive price.

The Agreement that created TAP provided that it should be governed by Illinois law but that disputes "arising from, concerning or in any way relating to" the Agreement should be brought in Japan if Abbott is plaintiff. 

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March 1, 2007 in Recent Cases | Permalink | TrackBack (0)