Thursday, February 1, 2007
Here's a story that (1) has Elvis rolling over in his grave and (2) restores the inspiration in the movie Footloose. Harding University hosted a performance by Robert Randolph & The Family Band. During the band's set they played their song Shake Your Hips and encouraged audience participation -- dancing on the stage. Zach Neal, the University's Director of Campus Life, "was concerned about the 'spirit of rebellion'" and the band's breach of contract:
"We have a specific rider that spells out expectations," [David Burks, the President of the University] said. "They expressly violated it when [Randolph] repeatedly invited people on stage."
Though the contract says nothing regarding inviting students on stage, the contract does state that "The school permits no dances."
Neal said the school will not pursue legal action, but will make the contract clearer for future bands, including a "no students allowed on the stage" clause.
It wasn't only about the no dancing rule; Neal did also express concern for the equipment on the stage. And this concern appears warranted in light of this video of the event.
[Meredith R. Miller]
As of January 31, 2007, only three state legislatures (Kansas, Nevada, and Oklahoma) have considered bills proposing to enact the 2003 amendments to UCC Articles 2 and 2A. None of the bills were enacted.
During the 2005 legislative session, the Kansas bill was tabled for further study and the Nevada bill died in committee.
During the 2006 legislative session, each house of Oklahoma's legislature passed a version of a bill to enact the Article 2A amendments. However, the conference committee was unable to reconcile the two versions and the bill died in conference. Meanwhile, a separate bill proposing to enact the Article 2 amendments died in committee.
Oklahoma 2172, proposing adoption of the 2003 amendments to UCC Articles 2 & 2A (along with certain conforming amendments to other articles), is scheduled to be introduced on February 5, 2007.
This is not to say that none of the content of the 2003 amendments has found its way into any state's law. In 2005, Oklahoma amended Sections 2-105 and 2A-103 of its Commercial Code to add that the definition of "goods" for purposes of Articles 2 and 2A, respectively, "does not include information," see 12A Okla. Stat. Ann. §§ 2-105(1) & 2A-103(1)(h) (West Supp. 2007), and amended its Section 2-106 to add that "contract for sale" for purposes of Article 2 "does not include a license of information," see id. § 2-106(1). The net effect is similar to having enacted Amended §§ 2-103(k) & 2A-103(1)(n), both of which exclude information from the meaning of "goods" for purposes of Article 2 and 2A, respectively.
[Keith A. Rowley]
Three quick updates to my 1/29 posting about Revised Article 1:
1. Utah SB 91 has been replaced with a substitute bill that abandons uniform R1-301 in favor of language tracking pre-Revised 1-105. Substitute SB 91 also eschews the unitary good faith standard of uniform R1-201(b)(20) in favor of the bifurcated good faith standard in pre-Revised 1-201(19) & 2-103(1)(b).
2. Informed sources report that South Dakota SB 85 will soon be amended to replace uniform R1-301 with language tracking pre-Revised 1-105.
[Keith A. Rowley]
Tuesday, January 30, 2007
Dame Kiri Te Kanawa (at left) is being sued for breaching a $1.55 million contract after she withdrew from a tour with Australian rock star, John Farnham. The duo was to appear in three "Two Great Voices" concerts, but Te Kanawa backed out after watching a DVD of a Farnham concert and learning that his fans like to celebrate Farnham's great voice by throwing their underwear onto the stage.
Te Kanawa stated that she might feel differently if the underwear were tasteful, or promoted positive views of women (see left, e.g.). She added that she was devastated that she and her fellow "star-crossed crooner" were splitting up. As you may recall, Te Kanawa sang at the wedding of Prince Charles and Lady Diana. "I felt the same connection to John that I sensed Charles felt for his Di," the Diva disclosed in an exclusive interview with the Contracts Profs Blog. She added that she is not giving up on the idea of a crossover concert. "I am currently talking with one of your charming American pop stars, Mr. Snoop Doggy Dogg. Have you heard of him?"
Prediction: this will all blow over when Farnham explains that the underwear was found on stage after his warm-up act, Britney Spears, finished her set.
Okay, I am making some of this up.
Monday, January 29, 2007
El Salvador and Montenegro have recently become the 68th and 69th countries to have acceded to, accepted, approved, ratified, or succeeded to the CISG.
Montenegro became a Contracting State effective retroactively to June 3, 2006, when the former Serbia and Montenegro notified the United Nations that it would thenceforth be two countries, with the Republic of Serbia succeeding to, inter alia, Serbia and Montenegro's status as a CISG Contracting State.
El Salvador, which acceded to the CISG on November 26, 2006, will become a Contracting State effective December 1, 2007.
In the interim, Paraguay, which acceded to the CISG on January 13, 2006, will become a Contracting State effective February 1, 2007.
Ghana and Venezuela, which signed the CISG in 1980 and 1981, respectively, have yet to accede to, accept, approve, ratify, or succeed to the CISG. Therefore, they do not qualify as Contracting States for purposes of Article 1(1)(a).
[Keith A. Rowley]
With the legislative session's opening gavel yet to fall in several states, six state legislatures are already about the business of considering recently-introduced bills to enact Revised UCC Article 1.
Indiana SB 419, Kansas SB 183, Rhode Island SB 105, South Dakota SB 85, and Utah SB 91 are all before their initial committees. North Dakota HB 1035, by contrast, has already unanimously passed the North Dakota House and is now in the Senate. The Kansas and North Dakota bills represent second chances for Revised Article 1 in those states. Each state's legislature had a Revised Article 1 bill before it during the prior legislative session. In addition to these six new bills, long-suffering Massachusetts HB 3731 appears to still be alive but going nowhere.
To date, all twenty-two states that have enacted Revised Article 1 -- Alabama, Arkansas, Arizona, California, Colorado, Connecticut, Delaware, Hawaii, Idaho, Kentucky, Louisiana, Minnesota, Montana, Nebraska, Nevada, New Hampshire, New Mexico, North Carolina, Oklahoma, Texas, Virginia, and West Virginia -- have rejected uniform R1-301 in favor of language similar to pre-Revised 1-105. Six enacting states -- Alabama, Arizona, Hawaii, Idaho, Nebraska, and Virginia -- have rejected uniform R1-201(b)(20) in favor or retaining a bifurcated good faith standard that requires only "honesty in fact" from non-Article 2 or 2A merchants.
Of the seven pending bills, Indiana SB 419, Kansas SB 183, South Dakota SB 85, and Utah SB 91 include uniform R1-301, while Massachusetts HB 3731, North Dakota HB 1035, and Rhode Island SB 105 eschew it in favor of pre-Revised 1-105. Kansas SB 183, Massachusetts HB 3731, North Dakota HB 1035, South Dakota SB 85, and Utah SB 91 include uniform R1-201(b)(20). Rhode Island SB 105 retains the bifurcated good faith standard. Indiana SB 419 eliminates the bifurcated good faith standard in a more unique way: it retains the pre-Revised 1-201(19) “honesty in fact in the conduct or transaction concerned” definition and deletes the “honesty in fact and the observance of reasonable commercial standards of fair dealing” standard for merchants from current Article 2.
I will continue to monitor and comment on these and other legislative efforts on my website and will try to keep this blog current, as well. If you are or become aware of unreported developments in any of the foregoing states or legislation in other states, please e-mail me at email@example.com.
[Keith A. Rowley]
There was a lot of talk about tobacco barns and Buffaloe v. Hart last week on the Contracts Profs Listserve. I think we established to our satisfaction that students should come away from their first year in law school secure in the knowledge that tobacoo barns (pictured) are moveable.
Acceptance of "goods" was the start
Of Buffaloe's barn deal with Hart.
A torn check was the end,
Evincing a trend
To bind through Llewellyn's black art.
Sunday, January 28, 2007
Just before the new year, in Gonzalez v. Green, a New York trial court "declared valid and in full force and effect" a separation agreement between a gay couple. Kenji Yoshino (Yale) published an op-ed in today's NY Times. Here's his synopsis of the facts:
The case sounds like a contracts question on the New York Bar Exam. Steven Green and David Gonzalez moved in together in 2001. Over the course of their relationship, Mr. Green, whom the court describes as “a person of considerable assets and income,” showered Mr. Gonzalez with gifts, including cars and a ski house.
In 2005, the couple, whose primary residence was in Westchester County, traveled to Massachusetts, which permits resident same-sex couples to marry, and took part in a marriage ceremony on Valentine’s Day. But months later, they decided to end their relationship.
In September 2005, the two men signed a written separation agreement under which Mr. Green paid Mr. Gonzalez $780,000 and Mr. Gonzalez transferred the title of the ski house to Mr. Green. More than a year later, when Mr. Gonzalez filed for divorce, Mr. Green sought to rescind the contract. He argued that because there was no marriage, the contract was invalid. Question: Can Mr. Green get his money back?
[The answer is after the jump.]
Wal-Mart, having just settled one high-profile suit and won a significant victory in the Fourth Circuit, now has to deal with a new suit, Roehm v. Wal-Mart Stores, Inc. (the link is to Wal-Mart's removal motion, which attaches the original complaint filed in Michigan state court). The complaint purports to state claims sounding in breach of contract, fraud and misrepresentation, and claim and delivery. While press reports suggested that Roehm was fired in part because of an "inappropriate relationship" with her subordinate, Sean Womack, the complaint alleges that she was terminated because she was not "fulfilling the expectations of an officer of the company." Discovery in this case could be juicy. Stay tuned.