Saturday, April 18, 2009
On this date in 1923, Babe Ruth hits a home run and the New York Yankees beat Boston 4-1 in the first game ever played at the new Yankee Stadium. The team''s owners built the stadium with their own money on land they bought and paid for themselves. And they paid taxes on the property after they built it.
Yes, times have changed.
Friday, April 17, 2009
On this date in 1492, one of the most important contracts in history is signed, as Queen Isabella I of Castile and León inks a deal with a Genoese sailor, Christopher Columbus, to sail westward to the Orient in search of spices.
Columbus subsequently sets sail with three ships, but it turns out that both parties are laboring under a mutual mistake of fact.
Over at Legal Profession Blog they're linking to a story about a man denied admission to the New York BAr because he had too many outstanding student loans.
As an aside, bankruptcy law has always puzzled me. If you buy a $400,000 yacht you can't pay for, you can wipe the slate clean in bankruptcy and the lender takes a bath. If you buy a $400,000 education you can't pay for . . . it's a different story.
It's not all doom and gloom for Chrysler. Sure, its banks are balking at its reorganization plan. Its loyal longtime customers are fleeing to foreign models. Ottawa is saying it might let the company's Canadian operations die. Fiat is suggesting it might walk away from the shotgun marriage that the U.S. administration has proposed. threatening to walk away from a potential merger. Even the guy the government appointed to supervise the company's turnaround is now being investigated for illegal kickbacks involving a New York pension fund.
But there's a piece of good news. A jury in Oakland County, Michigan, has awarded the carmaker $47 million in a breach of contract claim against a supplier who allegedly breached its warranties. Chrysler had to recall 400,000 cars due to defects in the underbody. Apparently all the recall costs were recovered as consequential damages.
In a case that could have major implications for U.S. civil actions against Mexican parties, a U.S. district court has held that the only way of lawfully serving a Mexican defendant is through the country's central authority in the Ministry of Foreign Affairs. The case,OGM Inc v. Televisa, 08-cv-05742 (C.D. Calif.), is a breach of contract and copyright action against a leading Mexican broadcaster.
Apparently U.S. plaintiffs for the last decade or so have been serving Mexican defendants by mail or through a process server, but that practice, said the court, is based on an erroneous translation of Mexico's declarations under the Hague Convention. The ruling could have a major impact on many decisions entered against Mexican defendants who did not appear to defend themselves.
Thursday, April 16, 2009
Boozy Prof. William Clark isn't the only one to sue West over a treatise. According to Law.com, Profs. David Rudovsky (U Penn) and Leonard Sosnov (Widener) have sued West, claiming that authorship of the December 2008 pocket part to their treatise, Pennsylvania Criminal Procedure -- Law, Commentary and Forms, was falsely attributed to them. They allege that the pocket part was "so poorly researched that it will harm their reputations if allowed to remain on library shelves."
[T]he book was first published in 1988 and had a second edition in 2001.
The professors claim that in every year since the book was released, they have worked diligently to keep the treatise current by authoring annual supplements that include case notes on about 100 to 150 cases as well as rule changes.
But Rudovsky testified in the injunction hearing that he and Sosnov decided to stop working on the book when West announced that it was cutting their pay in half -- from $5,000 each per year to $2,500.
Rudovsky testified that he had proposed to West that it was time to release a third edition of the treatise, but that West was not interested in spending the money to do so. Court records show that Rudovsky and Sosnov were each paid $12,000 for their work on the second edition.
$12,000 each! West is not only publishing bunk, it is cheap.
On this date in 1905, steel tycoon Andrew Carnegie (left) donated $10 million to create the eponymous Carnegie Foundation for the Advancement of Teaching. It's not really clear whether it helped. A hundred and four years later, American law schools are still teaching the same way they were in 1905.
["Mr. Hart?" he droned, "Can you tell us the facts of Paradine v. Jane?"]
A Canadian employee who was fired after his company sought bankruptcy protection found himself out of luck in his claim for wrongful termination. In West Bay SonShip Yachts Ltd. v. Esau, Gerald Esau had been an employee of West Bay for nearly 15 years, when his insolvent employer filed an application for protection under Canada's Companies' Creditor Arrangement Act, seeking to reorganize. A month later Esau was notified that he was terminated as VP of the company. Esau subsequently brought a wrongful termination action against the bankruptcy plan.
The British Columbia Court of Appeals held that because Esau's contract with West Bay was executory at the time the petition was filed, the terms of the agreement were overridden by the CCAA plan, which allowed West Bay to rationalize its business and thus change his contract rights. The court noted that "it has now become common [in CCAA proceedings] for courts to sanction the indefinite, or even permanent, affecting of contractual rights."
Lawyers David W. Mann and David LeGeyt of Calgary's Fraser Milner Casgrain LLP offer a synopsis of the case in this client memorandum. (Free registration required.)
Hard to believe that it's been half a decade since a dynamic and far-seeing tax law professor (okay, who would have thought that there was such a thing?) at the University of Cincinnati took a listserv dedicated to tax professors and turned it into TaxProf Blog, the progenitor of the 50+ blogs that now make up the Law Professor Blog Network. Five years later Paul Caron's blog is still the ne plus ultra (if that's the phrase I'm looking for) of the academic blogging world, and the one that provided the inspiration for our own (modest cough) efforts here. (Left: Leslie Caron. No relation to Paul, but better looking.)
Congrats to Paul for the fifth anniversary of TaxProf, a site that in spite of all odds has managed to make tax law fun and interesting. Here in Texas we'll have a pitcher of margaritas on the porch this evening in your honor. Or maybe two. ¡Salud!
Wednesday, April 15, 2009
The American Lawyer is reporting that lawyers working on the Lehman Brothers bankruptcy matter have already billed an amazing $84 million for the work done during the past four and a half months. On an annualized basis, that's a nice $224 million in payouts for the lawyers, about what AIG paid out in total bonuses.
I don't really know why that comparison is relevant, but it did strike me as interesting.
ContractsProf, The World's Foremost Web Provider of Odd Nuggets of Stuff Primarily of Interest to People Who Teach Contract Law,tm has once again made the list of the top law-professor-edited legal blogs in this quadrant of the Milky Way. Kudos to all!
Okay, yeah, we finished 35th out of the 35 blogs who made the list, but academics like us don't put much stock in those kinds of cheap comparisons, do we? I mean, at least we made the list, unlike, say, ChampertyMaintenanceandBarratryProf
Did you notice, though, that with only four o us posting here we pulled in 144,235 visitors over the past year, which is only about 16,000 visitors less than the ENTIRE FREAKING UNIVERSITY OF CHICAGO FACULTY on its Faculty Blog? Uh-huh! Uh-huh!
Of course, Glenn Reynolds at Instapundit had 110 million visitors last year and there's only one of him. So did we mention that academics like us don't put much stock in these kind of trivial comparisons?
We previously noted a NY trial court decision holding that a former NYU dental student improperly fashioned an administrative challenge (Art. 78 proceeding) as sounding in breach of contract. Well, an appellate court has unanimously reversed:
Plaintiff properly brought this action for breach of contract, rather than an article 78 proceeding, because, in the school's July 18, 2002 letter, he was promised that he would be billed per credit and would obtain a degree upon completion of the three courses; however, the school failed to bill plaintiff as promised, failed to correct the tuition bill in a timely manner, failed to notify plaintiff of his de-enrollment by e-mail in accordance with its handbook's announced preference for e-mail, and failed to grant plaintiff a degree when he paid the correct amount of tuition in full.
The appellate court directed the trial court to award plaintiff a degree and diploma and any authorizations he may need to take the dental boards.
Eidlisz v. NYU, (App. Div. 1st Dep't. Apr. 14, 2009)
[Meredith R. Miller]
Contracts types remember the event because Sir Cosmo Duff Gordon’s quick thinking in getting himself and his wife Lucy (left) into a lifeboat will ultimately lead to the seminal decision in Wood v. Lucy, Lady Duff Gordon.
Tuesday, April 14, 2009
Find out in this excerpt over at TaxProf Blog.
There's another similarity. One of the problems with organizations is that they tend to be run for the benefit of those who run them. Witness AIG, where execs ran the place for their own financial benefit with relatively little regard for shareholders (who paid the bills) and customers (whose investments were imperiled.)
American law schools are by and large run for the benefit of those who control them -- namely faculty and administrators. This helps explain why teaching loads have dropped while costs for our students have skyrocketed. Fortunately, we've got the ABA cartel to keep us protected
For a while, anyway.
This case is again very complicated and involves a full panoply of defensive measures. You might think that just a few years after its Revlon decision, the Delaware Supreme Court would be eager to apply that decision to another case in which management arguably shut down an auction of a firm that was clearly not going to continue to exist in its prior form. But the court believed that Time's management acted within its powers in fending off Paramount's tender offer and locking up with Warner Brothers in order to preserve Time's corproate culture and preserve the entity for future long-term payoffs.
Paramount Communications v. Time, Inc.
Time's lock-up and no-shop don't trigger
Revlon's protections -- go figger!
A Paramount vulture
Threatened Time's culture
And justified defensive vigor.
On this date, April 14, 1828, lexicographer Noah Webster publishes the first edition of his American Dictionary of the English Language, a major landmark in the question to get Americans to use straightforward, proper English.
Lawyers immediately decide to ignore the new development.
Longtime pornographic actress Marilyn Chamers died yesterday at age 56. Chambers helped launch the modern "adult" film industry in 1972 when she was paid $25,000 and a slice of the gross to star in Behind the Green Door. The Los Angeles Times obituary also notes that Chambers, who was an Ivory Snow model when she appeared in the film, is responsible for the clause now in modeling contracts for products that warrants that the model has never posed nude.
Her first starring film s best known among Contracts professors, of course, as marking the only screen appearance of actor Hadley V. Baxendale.
Monday, April 13, 2009
For the third week in a row, Daniel Solove's and Neil Richards's paper exploring what the first amendment has to say about contract and tort law (where civil liability frequently attaches to purely verbal expressions) keeps the number one position on this week's Top Ten. New on the charts is Fred Tung's exploration of contractual restraints imposed by lenders on corporate governance issues. Following are the top ten most-downloaded new papers from the SSRN Journal of Contract and Commercial Law for the 60 days ending April 12, 2009. (Last week's rank in parentheses.)
1 (1) Rethinking Free Speech and Civil Liability, Daniel J. Solove (Geo. Washington) & Neil M. Richards (Washington U.).
2 (5) The Sale of the Century and its Impact on Asset Securitization: Lehman Brothers, Stephen J. Lubben (Seton Hall) & Chip Bowles (Greenebaum Doll & McDonald).
3 (3) Contracts and Friendships, Ethan J. Leib (UC-Hastings).
4 (4) True Sale of Receivables: A Purposive Analysis, Kenneth C. Kettering (New York LS).
5 (8) Tempering ‘Buy American’ in the Recovery Act -- Steering Clear of a Trade War, Steven L. Schooner & Christopher R. Yukins (Geo. Washington).
6 (7) A License to Deceive: Enforcing Contractual Myths Despite Consumer Psychological Realities, Debra Pogrund Stark (John Marshall) & Jessica M. Choplin (DePaul).
8 (-) Leverage in the Board Room: The Unsung Influence of Private Lenders in Corporate Governance, Frederick Tung (Emory).
9 (9) Intent to Contract, Gregory Klass (Georgetown).
10 (10) Rational Ignorance, Rational Closed-Mindedness, and Modern Economic Formalism in Contract Law, Shawn J. Bayern (Duke).