ContractsProf Blog

Editor: D. A. Jeremy Telman
Valparaiso Univ. Law School

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Friday, October 8, 2010

The Daily Show on the Double Standard of Strategic Default

Friday, June 4, 2010

UCC Legislative Update

Since my last update, Mississippi and Wisconsin have enacted Revised Article 1, Mississippi has enacted the 2002 Articles 3 and 4 amendments, and Florida and Georgia have enacted Revised Article 7. Most of these enactments will take effect on July 1; all of them will be in effect by August 1.


Revised Article 1

As of June 1, 2010, Revised Article 1 was in effect in thirty-seven states: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Minnesota, Montana, Nebraska, Nevada, New Hampshire, New Mexico, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, and West Virginia.

Mississippi SB 2419 and Wisconsin SB 472, enacted this spring, will take effect on July 1 and August 1, respectively.  Pending bills in Massachusetts (HB 89) and Ohio (HB 490) have shown some signs of life; but both have many hurdles to clear to achieve enactment this year.

What constitutes "good faith" remains a bone of contention. Twenty-six of the 37 states in which Revised Article 1 is already in effect enacted the uniform § R1-201(b)(20) "honesty in fact and the observance of reasonable commercial standards of fair dealing" definition, while 11 retained the pre-revised 1-201(19) "honesty in fact" default standard and the heightened standard §§ 2-103(1)(b) & 2A-103(3) impose on merchants. Mississippi SB 2419 adopts uniform § R1-201(b)(20); Wisconsin SB 472 retains the bifurcated standard; and Indiana SB 501 replaces the bifurcated standard Indiana enacted in 2007 with the uniform § R1-201(b)(20) standard. As of August 1, twenty-eight states will require all parties to act honestly and observe reasonable commercial standards of fair dealing; while twenty-three (including DC and the 11 states that have not yet acted on Revised Article 1) will require mere honesty from non-merchants, reserving for merchants the further obligation to observe reasonable commercial standards of fair dealing.


Article 2 & 2A Amendments 

Oklahoma's 2005 amendments to its versions of Sections 2-105, 2-106, and 2A-103 (about which I previously reported here) represent the only successful effort to amend any state's enactment in a manner consistent with any of the 2003 amendments.  There has been no reported action on this year's Oklahoma HB 3104 (detailed in my last update), which would have enacted more of the 2003 amendments, since it was referred to committee on February 2, 2010 -- the day following its introduction.


Article 3 & 4 Amendments 

As of June 1, 2010, the 2002 amendments to Articles 3 and 4 were in effect in eight states: Arkansas, Kentucky, Minnesota, Nevada, New Mexico, Oklahoma, South Carolina, and Texas.  Indiana SB 501, enacted in May 2009, and Mississippi SB 2419, enacted in April 2010, each take effect on July 1, 2010.

The only reported pending Articles 3 and 4 bill is Massachusetts HB 90, which has been languishing for nearly seventeen months in the Joint Committee on Financial Services, to which it was referred on January 10, 2009.


Revised Article 7

As of June 1, 2010, Revised UCC Article 7 was in effect in thirty-six states: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Maryland, Minnesota, Mississippi, Montana, Nebraska, Nevada, New Hampshire, New Mexico, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Texas, Utah, Virginia, and West Virginia.

Florida HB 731 and Georgia HB 451, both enacted in May, will take effect on July 1.  Pending bills in Massachusetts HB 89 (see above) and Ohio HB 490 (ditto) have shown some signs of life; but both have many hurdles to clear to achieve enactment this year.  Two other Revised Article 7 bills introduced or reintroduced this year -- Washington SB 5154 and Wisconsin AB 688 -- are, to borrow a line from Mike Myers's quotable Stuart Mackenzie, "teats up" for the time being (although the odds are good that one or both legislatures will revive Revised Article 7 in a future legislative session).


[Keith A. Rowley]

June 4, 2010 in Film Clips, Legislation | Permalink | Comments (0) | TrackBack (0)

Tuesday, March 30, 2010

A Contract to Share

A few weeks ago, Professors Douglas Kysar (below right) and Jon Hanson (below left) delivered the Monsanto Lecture at the Valparaiso University School of Law, "Abnormally Dangerous: Inequality Dissonance and the Making of Tort Law."  As the subject was torts, I didn't really follow much of it.  However, they did have a PowerPoint presentation with an embedded movie about two monkeys, Vulcan and Virgil.  You can watch the movie:



Hanson  SPOILER ALERT: the movie is about monkeys that have to cooperate to get at some nuts.  One monkey shares a tool with another monkey in a separate enclosure.  The question was whether the monkey that used the tool to get the nuts would share them with his companion.  Professors Kysar and Hanson cleverly stopped the movie halfway through, and we all groaned.  We wanted to know if the monkeys would share.  They did share!!  Three nuts each; a perfect 50/50 split.  We were all so happy and relieved.  Tears flowed, professors and students gave each other high fives and then we all joined in a chorus of kumbaya, with four-part harmony.  

Kysar Why do we want the monkeys to share and why do we humans so often find reasons not to do so?  Professors Kysar and Hanson know the answers, but you will have to read their paper when it appears in the Valparaiso Law Review to find out.  In the meantime, here's a case in point.  As reported here on Boston.com, two sisters are fighting over whether or not one sister must share her $500,000 in lottery winnings with the other.  

Theresa Sokaitis, who is 84, and Rose Bakaysa, who is 87, seem to have developed a habit of small-stakes gambling.  The two sisters always split their winnings 50-50.  Fifteen years ago, after they won $165,000 at a casino, they formalized their arrangement in a notarized, executed written agreement to that effect.  The crucial language is as follows:

We are partners in any winning we shall receive. (Such as slot machines, cards, at Foxwoods Casino, and tickets, etc.).’

One year later, the sisters feuded.  Ms. Sokaitis renounced the partnership and Ms. Bakaysa said that was fine with her.  Ms. Bakaysa, the lottery winner, tore up the contract and informed her sister that she wouldn't get a dime.  The two are now squaring off in the New Britain Superior Court in Connecticut.  One lawyer involved in the case commented, "It's a real sad story on every level."  

Indeed.  Why can't we be more like monkeys?

[Jeremy Telman]

March 30, 2010 in Film Clips, In the News, Recent Cases, Recent Scholarship | Permalink | Comments (0) | TrackBack (0)

Monday, March 29, 2010

Frustration with Contracts

Gentle Readers,

Unbeknownst to most Contracts Professors, a cultural phenomenon has arisen on YouTube known as "Hitler Rants."  The method is simple.  Most exemplars of the genre take a scene from the recent film about the last days of Hitler, "Downfall," and insert sub-titles to make it seem like Hitler is angry about something other than the defeat of Germany's armed forces.  The funniest one that I have seen is the one where Hitler plays a law professor who learns that he has to teach on Fridays.  

Here's one about Hitler's frustration with contracts doctrine.  Unfortunately, it seems to have been done by an English law student.  As a result, many of the references may be obscure to our U.S. readers.

[Jeremy Telman]

March 29, 2010 in Film Clips, Teaching | Permalink | Comments (0) | TrackBack (0)

Monday, June 22, 2009

The Coen Brothers on Studio Contracts

BartonFink I recently watched Barton Fink for the first time in more than a decade and the following scene reminded me of casebook staple Locke v. Warner Brothers, Inc., 66 Cal. Rptr. 2d 921 (Cal. Ct. App. 1997), in which the plaintiff alleged that the studio resolved not to develop any movie idea she pitched and not to hire her to direct any movie during the term of their three-year "non-exclusive first look" development and "play or pay" directorial agreement.

Lipnik: ... I had Lou read your script for me. I gotta tell you, Fink. It won't wash.

Fink: With all due respect, sir, I think it's the best work I've done.

Lipnik: Don't gas me, Fink. If you're opinion mattered, then I guess I'd resign and let you run the studio. It doesn't and you won't, and the lunatics are not going to run this particular asylum....

Fink: Yes, sir.

....

Lipnik: Hell, I could take you through it step by step, explain why your story stinks, but I won't insult your intelligence.  Well, all right.  First of all, this is a wrestling picture; the audience wants to see action, drama, wrestling, and plenty of it.  They don't wanna see a guy wrestling with his soul -- well, all right, a little bit, for the critics -- but you make it the carrot that wags the dog.  Too much of it and they head for exits and I don't blame 'em.  There's plenty of poetry right inside that ring, Fink.  Look at Hell Ten Feet Square....  Look at Blood, Sweat, and Canvas.  These are big movies, Fink, about big men, in tights -- both physically and mentally -- but especially physically....

Fink: I'm sorry if I let you down.

Lipnik: You didn't let me down....  You let Ben Geisler down.  He liked you.  Trusted you.  And that's why he's gone.  Fired.  That guy had a heart as big as the outdoors, and you f*cked him.  He tried to convince me to fire you too, but that would be too easy.  No, you're under contract and you're gonna stay that way.  Anything you write will be the property of Capitol Pictures; and Capitol Pictures will not produce anything you write....

[Keith A. Rowley]

June 22, 2009 in Famous Cases, Film Clips | Permalink | Comments (0) | TrackBack (0)

Monday, December 8, 2008

Ebenezer Scrooge on Contract Formation

Achristmascarol I consulted several print and on-line versions of Dickens's A Christmas Carol and did not find the following dialogue, nor does it appear in all of the film versions of the tale.  So, I'll attribute it to the Roger O. Hirson's screenplay for the 1984 Hallmark Hall of Fame version of A Christmas Carol, starring the late, great George C. Scott.

Ebenezer Scrooge, delayed on his way to the mercantile exchange by his nephew, Fred Holywell's, unwelcome visit to Scrooge & Marley, arrives shortly before the exchange is to close, whereupon he encounters Messrs. Tipton, Pemberton, and Forbush (none of whom appear in Dickens's text), with whom Scrooge has been negotiating the sale of a quantity of corn.  What follows illustrates the then-prevailing common law rule that an offer made in a face-to-face conversation expires at the end of the conversation unless the offeror indicates otherwise.

Tipton: Ah, Ebenezer. We were afraid you wouldn't come.

Pemberton: It's almost closing, sir.

Scrooge: Well, I'm here, aren't I?

Forbush: I said you'd be here.  [To Tipton and Pemberton] Didn't I say Ebenezer Scrooge would be here?  [To Scrooge] I knew you'd change your mind.

Scrooge: You're right, I have changed my mind.

Tipton: Oh, good.  Then you'll take our bid?

Scrooge: The price has gone up.

Pemberton: Gone up? But that's not possible!

Scrooge: If you want my corn, gentlemen, you must meet my quote ... plus five percent for the delay.

Forbush: That's outrageous, Scrooge. You'll be left with a warehouse stuffed with corn!

Scrooge: Well, that's my affair, isn't it?

Tipton: But if we pay your price, our bread will be dearer. The poor will suffer.

Scrooge: Buy the corn someplace else. Good day, sir.

Pemberton: Scrooge, a moment. We'll take your corn ... at the price you quoted yesterday.

Scrooge: Too late. If you wait until tomorrow, it'll cost you another five percent.

Forbush: Damn it, Scrooge, it's not fair!

Scrooge: No, but it's business. I'll give you a moment to make up your minds.

[The three bidders confer.]

Tipton: All right, Scrooge, done and done!

Scrooge: Very good, gentlemen. Now, make sure that the draft for the entire amount of this transaction is deposited with my clerk. I don't ship until I have the cash in hand.

[Keith A. Rowley]

December 8, 2008 in Film Clips | Permalink | TrackBack (0)

Sunday, December 7, 2008

Australia: A Movie About Contract Law

A few days ago, in a fit of holiday and pre-exam frivolity, I went to see Australia, the latest Baz Luhrmann – Nicole Kidman collaboration.  It’s quite different from Moulin Rouge (no singing to speak of), yet it’s still a similar kind of oddball high-kinetic vision, and a lot of fun.  The one flaw of the movie (okay, other than the fact that it lacks Ewan McGregor) is that it tries to weave too many strands together – a sense of the beauty of the outback, cattle ranching, business competition, racism, aboriginal rights, WWII, mysticism, a love story.  Too much for one movie.

Aside from all these themes, I perceived that Baz Luhrmann wanted to make a movie about contract law.  When Lady Sarah (Kidman) arrives in Australia, the dominating cattle baron, King Carney, offers her a lowball price for her cattle ranch.  If she can succeed in driving her cattle to the Port of Darwin, she will win the contract for supply of the army, thereby undercutting Carney’s monopoly.  The climax of the first part of the movie (the first movie?) involves whether the army officer will sign Carney’s proffered contract before Lady Sarah rides into town with the cattle. 

Unfortunately, the army officer does sign the contract before Lady Sarah arrives.  But then the officer tells Lady Sarah that the contract is only binding upon delivery of the cattle to the ship.  A race then ensues to load the cattle first.  Who knew that the UCC could be so much fun?

So, there you have it.  The epic of Australia is really a movie about contract law.

[Miriam Cherry / Cross Posted at Concurring Opinions]

December 7, 2008 in Film Clips | Permalink | TrackBack (0)

Friday, October 31, 2008

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]

October 31, 2008 in About this Blog, Film Clips, Quotes | Permalink | Comments (0) | TrackBack (0)

Monday, October 13, 2008

Contracts Limerick of the Week: Sullivan v. O'Connor

Nose_job Sullivan v. O'Connor involves a promise by a doctor to provide the plaintiff with a nose that "would enhance her beauty and improve her appearance." However, after three surgeries, the plaintiff emerged with a nose that was disfigured and deformed (as the photo to the left illustrates). She also experienced both mental and physical pain. Plaintiff sued both for medica malpractice and for breach of contract. The jury found for the doctor on the malpractice claim but for plaintiff on the breach of contract claim. She was awarded damages in the amount of $13,500.

This verdict was upheld on appeal, with the Massachusetts Supreme Court ruling that plaintiff was entitled to recover her out-of-pocket expenses ($622.65), for the worsening of her condition and for pain, suffering and mental distress involved in the third operation. Ducking the difficulty of reconciling such damages with contracts doctrine, the court found such harms compensable as either expectancy or reliance damages.

To be honest, I never much cared for this case or its hairy-handed twin, Hawkins v. McGee. They have, for me, the musty scent of a now abandoned pedagogy:

Still, even if legal pedagogy has moved on, the cases are with us -- and yes, they do raise interesting damages issues. Accordingly, a Limerick for Sullivan.

Sullivan v. O'Connor

Assessing a botched operation
Requires tort-like harm calculation.
Suffering and pain
Invade contracts domain
Both as reliance and expectation.

[Jeremy Telman]

October 13, 2008 in Famous Cases, Film Clips, Limericks, Teaching | Permalink | Comments (0) | TrackBack (0)

Monday, October 6, 2008

A Motivated Employee

Aaa_12 From The Shining (1980):

Jack:  Have you ever thought about my responsibilities?

Wendy:  Oh Jack, what are you talking about?

Jack Torrance:  Have you ever had a SINGLE MOMENT'S THOUGHT about my responsibilities? Have you ever thought, for a single solitary moment about my responsibilities to my employers?  Has it ever occurred to you that I have agreed to look after the OVERLOOK Hotel until May the FIRST.  Does it MATTER TO YOU AT ALL that the OWNERS have placed their COMPLETE CONFIDENCE and TRUST in me, and that I have signed a letter of agreement, a CONTRACT, in which I have accepted that RESPONSIBILITY? Do you have the SLIGHTEST IDEA, what a MORAL AND ETHICAL PRINCIPLE IS, DO YOU? Has it ever occurred to you what would happen to my future, if I were to fail to live up to my responsibilities? Has it ever occurred to you? HAS IT?

Wendy: [swings the bat] Stay away from me!

[Frank Snyder]

October 6, 2008 in Film Clips | Permalink | TrackBack (0)

Thursday, September 25, 2008

Letterman Resorts to Self Help

On Wednesday, John McCain announced that he was suspending his Presidential campaign so that he can help fix the current financial crisis. As a result, he had to back out of his promised appearance on the "Late Show with David Letterman".

According to the Los Angeles Times, McCain told Letterman that he had to cancel his appearance on Letterman's show so that he could rush to the airport and head to Washington. However, during the taping of his show, Letterman learned that McCain was not only still in New York, he was a few blocks away preparing to be interviewed by Katie Couric.

Letterman seems to viewed McCain's conduct as an actionable breach of contract. Rather than filing a complaint, he attempted to extract damages from the politician with the comedic tools at hand: The L.A. Times reports Letterman's commentary on the live feed that the "Late Show" played of McCain getting ready for his interview with Couric.

“He doesn’t seem to be racing to the airport, does he?” Letterman said, shouting at the television monitor: “Hey, John, I got a question! You need a ride to the airport?”

Letterman didn't stop there. He devoted much of the show to berating McCain for jilting him and for not sending Vice Presidential nominee, Sarah
Palin in his stead.



Apparently, Letterman is not the type to just let things go. According to the Los Angeles Times, Letterman devoted considerable air time to savaging the McCain campaign yet again Thursday night.

[Jeremy Telman]

September 25, 2008 in Celebrity Contracts, Film Clips, In the News | Permalink | Comments (0) | TrackBack (0)

Monday, September 22, 2008

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]

September 22, 2008 in About this Blog, Film Clips | Permalink | TrackBack (0)

Tuesday, September 9, 2008

Business Associations Limerick of the Week: Shlensky v. Wrigley

Wrigley_fieldLast week's Limerick addressed the famous dictum of Dodge v. Ford Motor Corp., in which the court reminded Henry Ford that his primary goal ought to be shareholder wealth maximization. In discussing that case, we cautioned that there is more to business associations than shareholders. Rather, as Lynn Stout properly emphasizes, boards of directors owe duties to multiple stakeholders. One case that illustrates this principle is the Barlow case, discussed on this blog here. An even better illustration is Shlensky v. Wrigley.

Shlensky tried to get Wrigley, the owner of the Cubs, to install lights at Wrigley field (pictured) so that the Cubs could play before larger crowds at night games. Shlensky faced a problem. How could he possibly prove that the Cubs could attract more spectators to night games than they could to day games? After all, that would require some comparable sports team that plays in a similar city, and how was he supposed to find another major league baseball team that played in a city like Chicago?

Stadiumscomiskeypark_photo6

What? White Sox? Oh, yeah. Turns out, Shlensky proferred evidence that people were more inclined to go to Sox games at night than they were to go to Cubs games during the day when the two teams played on the same day. Wrigley responded not with a challenge to Shlensky's economic analysis but with concerns about the effect of night baseball on the Wrigleyville neighborhood and with a lovely little bit of arcane ideology: "Baseball is a daytime sport." As Neo (Keanu Reeves) might say, "Woh!"

That's pretty far from an exercise of reasonable business judgment. By the way, on the clip shown above, Neo's "Woh!" is presented as if it were a response to Trinity's (Carrie-Ann Moss) fleetness (which in our context represents how quickly your head would spin if you tried to construe Wrigley's argument as an exercise of reasoned business judgment). In fact, of course, it was a response to Morpheus's (Laurence Fishburne) leaping abilities (which in our context would represent the leap of faith it would take to get from Wrigley's non-exercise of business judgment to a dismissal of the suit based on the business judgment rule).

The court accommodated Wrigley by hypothesizing what a decent basis for refusing to install lights at Wrigley Field might look like, and on that basis, Shlensky's complaint was dismissed.

Shlensky v. Wrigley

As Wrigley explained to the court,
Pro ball is a daytime sport.
Night ball you can see
Down at Comiskey
Where the teams out for profit cavort.

[Jeremy Telman]

September 9, 2008 in Famous Cases, Film Clips, Limericks, Teaching | Permalink | Comments (0) | TrackBack (0)

Tuesday, May 27, 2008

Idiosyncratic Terms a la Monty Python

Groom: We want to buy a bed, please.

Mr. Lambert: Oh, certainly. I'll get someone to attend to you.  Mr. Verity!

Mr. Verity: Can I help you, sir?

Groom: Ah, yes. We'd like to buy a bed ... a double bed ... about fifty pounds?

Verity: Oh, no, I'm afraid not, sir. Our cheapest bed is eight hundred pounds, sir.

Groom: Eight hundred pounds!

Lambert: Perhaps I should have explained: Mr. Verity does tend to exaggerate; so, every figure he gives you will be ten times too high. Otherwise he's perfectly all right.

Groom: Oh, I see. So your cheapest bed then is eighty pounds?

Verity: Eight hundred pounds, yes, sir.

Groom: And how wide is it?

Verity: The width is sixty feet wide.

Groom: (Politely whispering to his wife) Six foot wide. And the length?

Verity: The length is ... Lambert, what is the length of the Comfydown Majorette?

Lambert: Two foot long.

Groom: Two foot long?

Verity: Ah, yes, you have to remember, of course, to multiply everything Mr. Lambert says by three.  It's nothing he can help, you understand.  Apart from that he's perfectly all right.

Groom: I see....

Verity: But, it does mean that when he says a bed is two foot wide, it is in fact sixty foot wide.

Groom: Oh, yes, I see.

Verity: And that's not counting the mattress.

Groom: Oh, how much is that?

Verity: Mr. Lambert will be able to help you there. Lambert, will you show these twenty good people the dog kennels, please?

Lambert: Certainly.

Groom: Dog kennels? No, no, no, mattresses, mattresses!

Verity: Oh, no, no. You have to say dog kennel to Mr. Lambert because, if you say mattress, he puts a bag over his head. I should have explained. Apart from that he's really all right....

from Monty Python's Flying Circus, Season 1, Episode 8 ("Full Frontal Nudity"), air date: Dec. 7, 1969.

[Keith A. Rowley]

May 27, 2008 in Film Clips | Permalink | TrackBack (0)

Thursday, March 13, 2008

Mike Leigh on Best Efforts (Dedicated to Larry Garvin)

Helen Lenoir: Now, gentlemen, we all know why we’re here.  We seem to have come to something of a stand-still.

Arthur Sullivan: Indeed, we have.

Lenoir: Which, Arthur, is because?

Sullivan: Because, Helen, I am unable to set the piece that Gilbert persists in presenting.

W.S. Gilbert: The piece I persist in presenting, Sullivan, is substantially altered each time; otherwise, there would be little point in presenting it to you.

Sullivan: With all due respect, old chap, it is not substantially altered at all.  You seem merely to have grafted onto the first act the tantalizing suggestion that we are to be in the realms of human emotion and probability, only to disappoint us by reverting to your familiar world of topsy-turvydom.

Gilbert: That which I have grafted on to Act One, Sullivan, has been specifically at your request.  And, if you take exception to topsy-turvydom, you take exception to a great deal of my work of the past twenty-five years, not to mention much of what you and I have written together since Eighteen Hundred and Seventy-One.

Sullivan: That is patent balderdash.

Gilbert: Is it?

Lenoir: Gentlemen.  If we might keep things cordial, we may make some progress.  Arthur, can you really not see your way to setting this new piece?

Sullivan: Alas, Helen, I cannot.

Lenoir: Cannot or will not?

Sullivan: I am truly unable to set any piece that is so profoundly uncongenial to me.

Lenoir: Uncongenial though it may be to you, I must remind you that we here are conducting a business.

Sullivan: And may I remind you, Helen, that I am not a machine.

Lenoir: I would not suggest for one moment that you were.

Sullivan: You all seem to be treating me as a barrel-organ.  You have but to turn my handle, and "Hey Presto!," out pops a tune.

Lenoir: Oh come now, that’s not fair.  You are both contractually obliged to supply a new work on request.

Gilbert: The very act of signing the joint contract dictates that we must be businesslike.

Lenoir: Yes, Mr. Gilbert, and I was wondering whether you might not be able to solve our wee difficulty.

Gilbert: How, pray?

Lenoir: By simply writing another libretto.

Gilbert: That’s out of the question.  I have worked for many long months at this play, which I have every confidence will be the best we have yet produced at the Savoy.  To abandon it would be not only criminal, but wasteful.

Lenoir: I see....  What I don't understand, Arthur, is why you cannot set this piece.   You're our greatest composer.  Surely, you can do anything.

Sullivan: How very kind you are, Helen.  But, I say again to you all: I am at the end of my tether.  I have been repeating myself in this class of work for too long and I will not continue so to do.

. . .

Gilbert: If you wish to write a grand opera about a prostitute dying of consumption in a garret, I suggest you contact Mr. Ibsen in Oslo.  I’m sure he will be able to furnish you with something suitably dull.

. . .

Sullivan: The opportunity to treat a situation of tender, human, and dramatic interest is one I long for more than anything else in the world.

Gilbert: If that is your sincere desire, I would be willing, with Carte's permission to withdraw my services for one term, to allow you to write a grand opera with a collaborator with whom you have a closer affinity than myself.

Sullivan: No, Gilbert.

Gilbert: I'm in earnest, Sullivan.

Richard D’Oyly Carte: No doubt that is something we shall be pursuing in the future.

Gilbert: Indeed.  Well, that is your prerogative, Carte.

Lenoir: However, we are concerned with the present.  Arthur, will you or will you not set Mr. Gilbert's new and original work?

Sullivan: Ma belle Héléne, ce n'est pas possible.

Lenoir: Truly?

Sullivan: I'm afraid so.

Lenoir: That being the case, Mr. Gilbert, would I be right in supposing that you remain unable to accommodate us?

Gilbert: Indeed, Miss Lenoir.  I have had what I deem to be a good idea and such ideas are not three a penny.

Lenoir: What a pity.  This will be a very sad day for many thousands of people.

from Topsy-Turvy (October Films 1999)

[Keith A. Rowley]

March 13, 2008 in Film Clips | Permalink | TrackBack (0)

Monday, March 3, 2008

Tom Stoppard on Formation Defenses (and Vic Goldberg's "Net Profits Puzzle")

Fennyman: Henslowe, do you know what happens to a man who doesn't pay his debts?   His boots catch fire!

Cut to playhouse interior where the proprietor, Henslowe, is trussed up with his boots being held to a burning brazier Fennyman's henchman, Lambert.   Fennyman, to whom Henslowe is indebted, interrogates Henslowe and instructs Lambert while Fennyman's clerk, Frees, watches.   Henslowe moans in agony.

Fennyman: Why do you howl when it is I who am bitten?   What am I, Mr. Lambert?

Lambert: Bitten, Mr. Fennyman.

Fennyman: How badly bitten, Mr. Frees?

Frees: Twelve pounds, one shilling, and four pence, Mr. Fennyman, including interest.

Henslowe: (moan)   I can pay you.

Fennyman: When?

Henslowe: (moan) Two weeks.   Three weeks at the most.   Oh, for pity's sake.

Fennyman: (gesturing to Lambert)  Take them out.

Lambert pulls a rope lifting Henslowe's boots away from the brazier.  Henslowe sighs with relief.

Fennyman: Where will you find ...

Frees: ... sixteen pounds, five shillings, and nine pence ...

Fennyman: ... including interest, in three weeks?

Henslowe: I have a wonderful new play.

Fennyman: (again gesturing to Lambert) Put them back in.

Lambert looses the rope, moving Henslowe's boots back toward the fire.

Henslowe: (moan) It's a comedy.

Fennyman: Cut off his nose ...

Lambert brandishes a knife and holds it under Henslowe's nose.

Henslowe: It's a new comedy by William Shakespeare ...

Fennyman: ... and his ears.

Lambert retrains the knife to the base of Henslowe's right ear.

Henslowe: ... and a share.  We will be partners, Mr. Fennyman.

Fennyman: Partners?

Fennyman motions for Lambert to desist.  Lambert does so grudgingly, then pulls the rope again to lift Henslowe's boots from the fire.

Henslowe: It's a crowd-tickler.  Mistaken identities, shipwreck, Pirate King, a bit with a dog, and love triumphant.

Lambert: I think I've seen it.  I didn't like it.

Henslowe: But this time it is by Shakespeare.

Fennyman: What’s it called?

Henslowe: "Romeo and Ethel, the Pirate's Daughter."

Fennyman: Good title.

Fennyman motions for Lambert to untie Henslowe.

Fennyman: A play takes time.  Find the actors.  Rehearsals.  Let's say we open in two weeks.

Fennyman throws open the stage curtain and walks toward where the audience would stand and sit.

Fennyman: That’s what, 500 groundlings at two pence a head; in addition, 400 backsides at three pence -- a penny extra for cushions.  Call it 200 hundred cushions.  Say, two performances for safety.  How much is that, Mr. Frees?

Frees: Twenty pounds to the penny, Mr. Fennyman.

Fennyman: Correct.

Henslowe: But I have to pay the actors and the author.

Fennyman: Share of the profits.

Henslowe: There's never any ...

Fennyman: Of course not.

Henslowe: Oh, Mr. Fennyman.  I think you might have hit upon something.

Fennyman: Sign there.

Fennyman gestures to a piece of parchment that Frees has prepared.  Henslowe, his hands still bound, does his best to make his mark while Frees tries to assist by moving the parchment around the stationary quill.

from Shakespeare in Love (Miramax Films 1998).

[Keith A. Rowley]

March 3, 2008 in Film Clips | Permalink | TrackBack (0)

Wednesday, October 10, 2007

Seinfeld on Contractual Liability

I think the only reason we go to the dry cleaner is so I can say to the dry cleaner, "Well, it's ruined."  And of course, the dry cleaner can respond, "It’s not our fault.  We’re not responsible.  We just ruin the clothes. That ends our legal obligation."

                       Seinfeld "The Stock Tip," June 21, 1990.

October 10, 2007 in Film Clips | Permalink | TrackBack (0)

Wednesday, September 19, 2007

More on Suing God

Aa Apropos our comments yesterday on the Nebraska legislator who's suing God, philosophy professor Patrick O'Donnell writes to note that the man-sues-God theme was the subject of a 2001 Australian film, The Man Who Sued God.  In the flick, a lawyer whose marine insurance doesn't include coverage for "acts of God" decides to sue the Big Fella.  O'Donnell says the film is "delightful" and actually raises some interesting issues about the role of churches in society and the practices of big insurance companies.

From the film's description, it appears that the Australian courts let him get all the way to trial on his complaint.  It is a comedy, after all.

[Frank Snyder]

September 19, 2007 in Film Clips, In the News | Permalink | TrackBack (0)

Monday, April 2, 2007

Skittles Commerical Available

Update:  Thanks to Christopher Drahozal (Kansas), we have a link on the new skittles commercial, which can be found here.

The clip is even shorter than I remembered it, here’s the dialogue:

(Patron picks up pack of skittles and puts it on the counter)

Salesperson:  Three hundred dollars.

Patron:  Three hundred dollars?

Salesperson:  Or you can buy your skittles at some other store around here.

(Camera pans to show that they are surrounded by clouds)

Announcer:  Value the rainbow, taste the rainbow

[Miriam Cherry]

April 2, 2007 in Film Clips | Permalink | TrackBack (0)

Sunday, April 1, 2007

Great New Skittles Ad

I'm wondering whether anyone else has seen this new skittles commercial.  It features a man in the clouds, who is trying to buy a snack (some skittles) from a convenience stand.  The salesman wants to charge $300, and when the patron argues that this is exorbitant, the salesman asks whether he has any other options.  Is this price gouging in the clouds?  I couldn't find a clip on Youtube, but if anyone knows where I can find this, email me here.

[Miriam Cherry]

April 1, 2007 in Film Clips | Permalink | TrackBack (0)