ContractsProf Blog

Always Depend on the Kindness of Colleagues

When I first started teaching contracts, I relied heavily on the advice of my more-experience colleague, who is now our Associate Dean, Mark Adams.  I adopted the same casebook as Mark was using, adapted his syllabus to suit my purposes, and vamped on his exam questions to create my own exam.  

When Alan White came on board, I thought I would serve the same role for Alan as Mark provided for me, but I think I have benefitted from his arrival at least as much as I have benefitted him.  I was thinking of changing casebooks in any case, just to force myself to get a new perspective on the material, and Alan and I adopted the same one.  We struggled together through the material, taught ourselves the new cases and worked to accommodate the perspectives of the casebook authors to our own teaching styles.  As readers of the blog familiar with Alan's stint as a guest blogger know, Alan has pushed to introduce more problems and drafting exercises into first-year teaching as part of a Carnegie-inspired recognition of the need for an integrated approach to law school teaching, including writing across the curriculum.  Alan and I have worked together on this project, but he has clearly taken the lead, while I have borrowed some of his exercises and reaped the rewards of his experimentation.  My students are the real beneficiaries of Alan's innovations.

All of this is my way of saying, "Alan, thanks for the memories."  As Alan will not be teaching contracts next semester, his first stint as a guest blogger in this space has come to an end.  We hope to bring him back next year.  In the meantime, those of you addicted to exposure to Alan's mind should visit the Consumer Law & Policy Blog, to which Alan is a regular contributor.

Ave atque vale, Alan!

[Jeremy Telman]

Blogging and Scholarship (More Self-Promotion)

The ContractsProf Blog may be a gateway drug that can lead to serious scholarship.  As depicted at left, it may have all started with an innocent conversation at Woodstock about contract law, party sophistication and the new formalism, and the next thing you know, you are writing law review articles.  The ContractsProf Blog has been cited to by name as authority in five such articles since 2008.

But here's where it gets really bizarre: a while back, I posted a Limerick on this blog about one of my favorite business associations cases, Lovenheim v. Iroquois Brands, Ltd.  Some months later, I received a brief e-mail saying "loved the Limerick."  The sender was Peter Lovenheim.  After a bit of research, I discovered that this Lovenheim was the Lovenheim, and I e-mailed back asking if he had any war stories to share.  We got in touch, and the result is a law review article, Is the Quest for Corporate Responsibility a Wild Goose Chase? The Story of Lovenheim v. Iroquois Brands, Ltd.  Like most law review articles in the Law Stories tradition, it is a piece that should illuminate aspects of the case that do not make it into the casebooks.

Here is the abstract.

Lovenheim v. Iroquois Brands, Ltd. is not only a standard teaching case in corporate law courses, it is routinely cited by the Securities and Exchange Commission (SEC) in response to corporations seeking to exclude shareholder proposals from proxy materials on the ground that the proposals are not significantly related to the corporations’ businesses. Despite the case’s prominence, its story has not been told in detail. That is a shame because the details of the case are as surprising as its outcome must have been when the court granted Peter Lovenheim the injunction he sought, forcing Iroquois Brands to include in its proxy materials Lovenheim’s proposal calling for an investigation into whether Iroquois’ French supplier of pâté de foie gras force-fed the geese whose livers they later harvested.

This Article explores the law of shareholder proposals and the reasons why the SEC and the courts permit proposals relating to social or ethical issues (social proposals) so long as those issues relate to the corporation’s business. After a history of the relevant SEC regulations and their fates in the courts, the Article presents the complete narrative of the Lovenheim case, providing details that are not captured in the decision or in the limited secondary literature relating to the case. Finally, the Article explores the legal landscape in the aftermath of Lovenheim. It explains why the case has remained good law in the 25 years since the case was decided and why corporations are not motivated to pressure the SEC to limit shareholders’ rights to bring social proposals.

You can download the paper here.

[Jeremy Telman]

Welcome, Alan White!!

 I am pleased to welcome to the blog my friend and colleague, Alan White.  Avid fans of the blog might think that name sounds familiar.  And sure enough, we have had reason to mention Professor White's scholarship previously on this blog here, and we've advertized one of his conferences here (he's got another one planned for later this semester, so stay tuned!),  But now the real excitement begins, because Alan has agreed to do a guest blogging stint this semester in which he will blog about his first-year contracts course. 

I will be posting Alan's comments as he writes them.  In separate posts, I will then add my own blow-by-blow account of what is going on in my contracts course.  Alan and I both adopted the same casebook last year, so we started out in a relatively similar place, but this year our teaching approaches are diverging, as we supplement the casebook we are using with our own ideas about what first-year students need from a contracts course.  I think we both have found the three-way conversation involving the two of us and our casebook a fruitful one.  We hope it will interest readers of the blog as well. 

In any case, we here at the blog are grateful to Alan for his willingness to share his thoughts and experiences.  Our readers will enjoy getting inside the mind of a still young contracts prof who is still willing to try new ways to stimulate his students and to prepare them for practice.

[Jeremy Telman]

We're cool, oh yeah, we're cool

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?

[Frank Snyder]

Welcome, 600,000th Visitor!

Yes, it seems only yesterday that we were marking the 500,000th visitor milestone (actually it was May 14th). But today, if form holds, our blog will host its 600,000th visitor. And, as you can see, our many German readers are as elated as they would be if, say, I don't know, their soccer team had won the FIFA cup or something. Well, to all our readers around the world, we take this opportunity to welcome you anew.

[Jeremy Telman]

Arianna Huffington + Jon Stewart = Eggplant Parmesan

Arianna Huffington (pictured) was on The Daily Show last week promoting her new how-to book on how to be a successful blogger. The key, Huffington says, is to write about your passion, which in her case is cheese.  An incredulous Stewart responds that his passion is eggplant.  He obviously has a hard time imagining that the HuffPo would be the leading political blog that it is if its focus where on cheese.  More generally, Stewart seems to have a rather low opinion of blogs, at least as the blogging process is described by Huffington.  Why, Stewart asks, would people want to read all the dreck that didn't make it onto my show?  You can watch the full exchange here.

As a committed blogger, I have to add, LONG LIVE DRECK!!!

[Jeremy Telman]

We're Number 30!!!

According to this post on TaxProf Blog, the ContractsProf Blog is ranked 30th among blogs edited by law professors. For some reason, while we are ranked 30th on visitors, we are unranked on page views despite the fact that we track such statistics. I didn't bother to add up our monthly page views for the months in question, but simply multiplying our number of visitors by our 1.4 page views per visitor, we rank 30th for page views as well as visitors.

What does this all mean? Clearly, it means that you, our readers, are the true heroes. There are other law-related blogs that might be more popular and there may be a few that are more esoteric. But there is only one blog that is ranked 30th and that is this one and so we thank you, our heroic readers who have put us in our place!

[Jeremy Telman]

Brown on Halloween, Promises & Signed Documents

Halloween time always reminds me of the Peanuts Special, It's The Great Pumpkin Charlie Brown. Of course, my thoughts turn to two wise philosophers, admirable contract scholars and lovable losers: Charlie Brown and Linus.

For example, in light of the approaching election day, don't forget Linus' pertinent reminder:

"I've learned there are three things you don't discuss with people: religion, politics and the Great Pumpkin."

Further, the following familiar exchange between Charlie Brown and Lucy (also captured in the clip below) provokes normative questions about the tension between formal legal requirements and fundamental fairness :

Lucy Van Pelt: Say Charlie Brown, I’ve got a football. How about practicing a few placekicks. I’ll hold the ball and you come running and kick it.

Charlie Brown: Oh brother. I don’t mind your dishonesty half as much as I mind your opinion of me. You must think I’m stupid.

Lucy: Oh come on Charlie Brown.

Charlie: No.

Lucy: I’ll hold it steady.

Charlie: No.

Lucy: Please….

Charlie: You just want me to come running up to kick that ball so you can pull it away and see me land flat on my back and kill myself.

Lucy: This time you can trust me. See, here’s a signed document testifying that I promise not to pull it away.

Charlie: It is signed! It’s a signed document! I guess if you have a signed document in your possession you can’t go wrong. This year I’m really going to kick that football.

[Charlie runs and goes to kick the ball and, of course, Lucy pulls it away, causing Charlie to fall.]

Lucy: Peculiar thing about this document, it was never notarized.

Poor Charlie. He is persistent at trick-or-treating, and all he can say is "I got a rock!" I suppose that's better than a mere peppercorn. Happy Halloween!

[Meredith R. Miller]

ContractsProf Blogger Concurs

As the previous post indicates, our own blogger, University of the Pacific McGeorge School of Law's Miriam Cherry, is now doing double duty as a guest blogger on Concurring Opinions where she is blogging not only about contracts but about other things as well. You can read, for example, Professor Cherry's views on gloablizing the curriculum here. You can read her ideas for promoting faculty scholarship here. And here is Professor Cherry on technology and death.

So, if you are a fan of any combination of globalism, scholarship, technology or death, you should stroll over to Concurring Opinions and check out Professor Cherry's posts.

[Jeremy Telman]

Joy at Frank's Return

Regulars to this blog will notice the return of a number of familiar by-lines. You will be seeing a lot more of Keith and Miriam. And I am especially delighted to have Frank back posting regularly on this blog. Frank was the one who invited me to join the blog, and it's been a terrific experience, made much easier by all the work that Frank and my co-bloggers did to set up the blog before I came on board.

Words cannot describe my happiness. So if you see me walking around with a stupid grin on my face, this is the scene playing out endlessly in my head:

[Jeremy Telman]

Pictures

If you normally view this blog using Internet Explorer, you may have noticed that our pictures are sometimes inexplicably cropped. If you view our blog using a different web browser, such as Mozilla Firefox, which you can download for free here, of if, like me, you are a Mac user and browse using Safari, you have no idea what I'm talking about, because the pictures always look fine to you.

I usually post from home and the pictures always look fine on my Mac. It is only later when I get to work, where I am forced to use Internet Explorer, that I see that the pictures are incomplete. The simplest solution is that PC users should just switch to Mozilla. It's a superior browser in any case. You can read all about it here or here. I haven't tried the new Google browser yet, so I don't know how we look there.

[Jeremy Telman]

Contracts Profs Blog Infecting Serious Scholarship

The Thomas M. Cooley Law School's emeritus professor Norman Otto Stockmeyer (pictured) has recently published a charming short article about Sherwood v. Walker. The article, To Err is Human, To Moo Bovine: The Rose of Aberlone Story, can be downloaded here. Here is the abstract:

In 1887 the Michigan Supreme Court decided the case of Sherwood v. Walker, involving a contract for a cow. It is still studied by law students today as the seminal case on the law of mutual mistake. But some popular beliefs about the case turn out themselves to be mistaken. This law review commentary explores the classic "case of the barren cow," including the parties to the lawsuit, its surprising aftermath, and its continuing importance in the law of contracts

But the abstract does not really reveal the delights of Professor Stockmeyer's article, which includes the most complete collection of Sherwood v. Walker-related poetry I have ever seen, as well as no fewer that two citations to the Contracts Prof Blog. The undersigned's verse is quoted in a section devoted to the villainous forces seeking to upset the doctrinal primacy of Rose 2d of Aberlone. The tireless efforts of our guiding spirit, Frank Snyder, in researching cattle registry records relating to Rose and her offspring, are also duly recognized.

[Jeremy Telman]

Special Commemorative Poem

This past week, I have been occupied with sewage problems at home.  The sewer line coming out of my house pulled away from the house and was also damaged in other ways that were discovered only after a man who proved himself most talented with a compact excavator dug up our front yard (but only as much as necessary to expose the damaged sewage line).  This lowered my spirits, but is perhaps evidence of Karma, since I had it coming to me, having composed this Limerick.

My co-blogger, Meredith Miller, lifted my spirits with Tuesday's post, and since I am still recovering from the disruption caused by the sewage leak and don't have time for a serious post, an extra bit of poetry will have to do.  This is an old poem that I wrote for a friend in order to persuade her to have lunch with me at Al Yeganeh's Soup Kitchen International.  These soups (and Al) became famous because of the Seinfeld Soup Nazi episode.  My own experiences were nowhere near as dramatic as Seinfeld led me to expect (although my assistant was denied soup once), and the soup was better than I ever could have imagined.  One does indeed need to eat it sitting down because it is so good it makes one's knees buckle. 

Anyway, here's the poem:

An Invitation to Soup
(for Saima)

I'm truly delighted
To have been invited
To dine at Cosi with you.

But I say without malice
It's a Eurotrash palace;
I'd rather select from the stew,

Bisque or broth
Served up by the Goth*
With diction both clear and correct.

Though glib paparazzi
Have dubbed him "Soup Nazi,"
His recipes earn him respect.

*Al is a "Goth," if at all, only in that I can easily imagine him hanging with those people who wear black clothing, paint their fingernails black and have a generally bleak outlook.

[Jeremy Telman]

Away for the Weekend

I will be away this weekend, attending the West Chester University Poetry Conference.  Hopefully, I will be able to brush up on my prosody a bit and thus improve the Limericks.

If you are in the Philadelphia area and would benefit from some instruction in the area of formal poetry, you should stop in.  Or keep the conference in mind for next year.  It is an annual event and I think unique (as poetry conferences go in the United States) in its (non-exclusive) focus on rhymed, metrical poetry.

Full disclosure: one reason I am partial to this conference is that my wife is on the faculty, as are several of my favorite poets (and I like their poetry too).

[Jeremy Telman]

Today is the Day!!

Based on our history, I predict that today will be the day that this blog surpasses 500,000 visitors since its inception.

If we only had a Uruguayan Peso for each of those visitors . . . .

Thanks for visiting!

[Jeremy Telman]

New Topical Category: Limericks

Thanks to Joe Hodnicki of the Law Professors Blog Network and to Frank Snyder, whose limitless indulgence permits me to post here, we now have a new topical category for the Limericks fans out there.  It has not yet been fully populated, but I hope to do so over the next few weeks.  Then, those of you who want to gather the full collection of Limericks for Lawyers can do so by clicking on "Limericks" in our Topical Archive.  You can have a look at what's there now here.

[Jeremy Telman]

Hazardous Duty Pay for Bloggers

They work long hours, often around the clock.  It's a job that estranges them from family and loved ones -- not only becasue of the demands of their work but also because the experience so alters them that they can no longer relate to people who have not shared their trauma.  No, I'm not talking about military veterans.  I'm talking about America's other heroes -- bloggers.  Today's New York Times reports (on its front page!!) that bloggers are "toiling under great physical and emotional stress created by the around-the- clock Internet economy that demands a constant stream of news and comment."  According to the Times, "bloggers complain of weight loss or gain, sleep disorders, exhaustion and other maladies born of the nonstop strain of producing for a news and information cycle that is as always-on as the Internet." 

Consider my case.  The picture of me at the lop left was taken before I started blogging.  A bit nerdy, yes, but otherwise a fine physical specimen.  At left, we have a picture of me taken today, after only 18 months of blogging. The weight gain is palpable; the droopy eyes suggest severe sleep disorders and exhaustion.  Yup, all the symptoms of bloggerrhea are clearly visible.

As the Times notes, "[b]logging has been lucrative for some."  For example, Blog Emperor Paul Caron (left) seems fit as a fiddle.  But others toil away hoping to hit their bonus target of 100,000 page views a month.  Matt Buchanan, who works for Gizmodo, pretty much sums up my day.  According to the Times, "he sleeps about five hours a night and often does not have time to eat proper meals. But he does stay fueled — by regularly consuming a protein supplement mixed into coffee."  His editor shows the compassion behind the blogging industry: “If I don’t hear from him, I’ll think: Matt’s passed out again,” said Brian Lam, the editor of Gizmodo. “It’s happened four or five times.”

Why do we do it?  Because of the high we get when our efforts are appreciated by our viewers and by our colleagues.  As one of my senior colleagues put it, "What's the Internet?"

Now, if the caffeine will just kick in, I can crank out a few more stories before I crashshshzzzzzzzzzzzzzzzzz
zzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzz
zzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzzz. . . .

[Jeremy Telman]

Blogger Wins Book Contract with Regnery Press

The New York Times recently reported that one benefit of blogging is the inevitable book deal that follows.  So, it was just a matter of time before this blog's Jeremy Telman (pictured) exploited the publicity for his verse generated in this forum to sign a book contract for his Limericks for Lawyers project. Although Telman would not disclose details, he described his advance as "in line with my talent and status." 

Regnery Press was apparently drawn to Telman's work due to his dutiful reporting on developments at the Press.  Asked how Telman's book would fit in with the Press's reputation as a publisher of right-wing diatribes, Regnery's spokesperson explained, "He writes metrical verse; he must be conservative."

[The Editors]

Bloggers Sued for Breach of Contract

The Law Professors Blog Network (LPBN) is suing bloggers Franklin G. Snyder (left, top) and Keith A. Rowley (left, bottom) for breach of contract in connection with their blogging activities on the Commercial Law blog, allegedly in breach of contractual provisions committing both contracts professors to devote "their full time and skill exclusively to the ContractsProfs Blog."  According to the complaint, although Snyder and Rowley are listed as Blog Editor and Contributing Editor respectively of the ContractsProfs Blog, they have joined "a ragtag crew of renegades seeking to undermine the LPBN's dominance in law prof blogging, promote communism and end civilization as we know it."  Rowley is listed as a "Contributor" on the Commercial Law Blog; Snyder is listed as a "Guest." 

Reached for comment at his vacation home on a private island, Professor Rowley argued that his agreement with LPBN came in the form of a click-wrap contract, the terms of which he never read.  "Who does?" he queried. 

Snyder, reached at his new offices in Texarkana, responded to the lawsuit as follows, "Look, just because I'm a guest, doesn't mean I'm a welcome one.  Besides, -- STRIKE?!? HOW CAN YOU CALL THAT A STRIKE?!?  IT WAS THREE FEET OVER HIS HEAD!"

[The Editors}

Spring Break

My postings may be a little thin this week.  As some of you know, my second job is as owner of the Texarkana Gunslingers, an independent minor league baseball team.  Spring training starts May 1, and I'm off to the Border Cities (that's what we call Texarkana, which is half in Texas and half in Arkansas) for a week of getting ready for the season.

So I'll be in and out of touch.  Anyone who wants to order a Gunslingers hat or T-shirt (they make great gifts!) can send me an e-mail.

[Frank Snyder]