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U.C.C. § 2-207: Part 1 – Formation of the Contract: Discussions in Contracts

February 23rd, 2018 · Comments Off on U.C.C. § 2-207: Part 1 – Formation of the Contract: Discussions in Contracts · Contracts, Lawdibles Audio

The topic of this podcast by Professor Scott J. Burnham is formation of the contract under U.C.C. § 2-207. This is the first in a series of three podcasts covering the Battle of the Forms. The second podcast covers Finding the Terms of the Contract. The third covers Written Confirmations. It is best to listen to the podcasts in sequence. This podcasts discuses the “mirror image” and “last shot” rules. At the conclusion of this podcast you should be able to (1) identify when forms have different essential terms and explain the different theories for resolving that situation; (2) identify language that makes acceptance expressly conditional; and (3) where the language makes acceptance expressly conditional and the parties create a contract by conduct, you should be able to determine what the terms of the contract are under subsection (3).

A transcript of this podcast is here.

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U.C.C. § 2-207: Part 2 – Finding the Terms of the Contract: Discussions in Contracts

February 23rd, 2018 · Comments Off on U.C.C. § 2-207: Part 2 – Finding the Terms of the Contract: Discussions in Contracts · All Posts, Contracts, Lawdibles Audio

The topic of this podcast by Professor Scott J. Burnham is U.C.C. § 2-207 Finding the Terms of the Contract. This podcast is the second in a series of three podcasts about § 2-207 of the Uniform Commercial Code, a section often referred to as the Battle of the Forms. The first podcast covered Formation of the Contract. It would probably be helpful to listen to that one before listening to this one. The third podcast covers Written Confirmations. At the conclusion of this podcast you should be able to (1) identify which form comes from the offeror and which from the offeree; (2) identify the additional and different terms in the offeree’s form; (3) analyze whether an additional term is part of the contract under subsection (2), and if there is a different term, you should be able to explain the three rules that different jurisdictions use to determine the terms of the contract.

A transcript of this podcast is here.

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U.C.C. § 2-207: Part 3 – Written Confirmations: Discussions in Contracts

February 23rd, 2018 · Comments Off on U.C.C. § 2-207: Part 3 – Written Confirmations: Discussions in Contracts · Contracts, Lawdibles Audio

The topic of this podcast by Professor Scott J. Burnham is written confirmations under § 2-207 of the U.C.C., a section often referred to as the Battle of the Forms. This is the third in a series of podcasts about § 2-207 of the Uniform Commercial Code. The first podcast covered Formation of the Contract. The second covered Finding the Terms of the Contract. You might want to listen to those podcasts before undertaking this one. At the conclusion of this podcast you should be able to (1) analyze the situation when both parties send a confirmation after the parties have formed a contract and the confirmations contain additional or different terms; (2) explain the theory of the “rolling contract” under which the terms become part of the contract when only one party send a contract; and (3) explain and contrast this approach with the approach that applies § 2-207 to this situation, and explain what happens to the additional terms in the confirmation.

A transcript of this podcast is here.

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Federal Jurisdiction: Discussions in Contracts

February 13th, 2018 · Comments Off on Federal Jurisdiction: Discussions in Contracts · Contracts, Lawdibles Audio

The topic of this podcast by Professor Scott J. Burnham is federal jurisdiction in contracts cases, specifically how the case got to federal court, and what law the federal court will look to in deciding the case. At the conclusion of this podcast you should be able to (1) determine how that a federal court gets jurisdiction for a case and what law that court will use in deciding the issue; and (2) explain how this information is useful when conducting legal research.sue; and (2) explain how this information is useful when conducting legal research.

A transcript of this podcast is here

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Disclaimer of Warranty and Limitation of Remedies: Discussions in Contracts

January 30th, 2018 · Comments Off on Disclaimer of Warranty and Limitation of Remedies: Discussions in Contracts · Contracts, Lawdibles Audio

The topic of this podcast by Professor Scott Burnham is Disclaimer of Warranty and Limitation of Remedies. Warranties provided by the default rules of Article 2 are covered in a different podcast. This podcast will provide a basic overview of how the seller may disclaim warranties or limit the remedies for their breach. Topics covered include express warranties, the implied warranty of merchantability,  and disclaiming liability for consequential damages. Examples include an analysis of sections 2-312 and 2-316. At the conclusion of this podcast you should be able to (1) identify the various warranties that may be given in a transaction involving the sale of goods, and (2) determine whether a seller has effectively disclaimed those warranties or limited the remedy for breach of warranty.

A transcript of this podcast is here.

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Discussions in Contracts: Fraud and Misrepresentation

December 29th, 2017 · Comments Off on Discussions in Contracts: Fraud and Misrepresentation · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is the basic concepts related to the assent related defenses of fraud and misrepresentation.There are three sets of defenses that might be used to avoid enforcement of a contract which is otherwise valid: (i) capacity related defenses; (ii) assent related defenses; and (iii) public policy related defenses.  At the conclusion of this podcast you should be able to (1) explain that a misrepresentation is a statement not in accord with the facts, which might be grounds for the victim to avoid the contract; (2) identify the elements of a misrepresentation defense: (i) the misrepresentation; (ii) the misrepresentation is fraudulent or material; (iii) the misrepresentation induced assent; and (iv) the victim relied and was justified in relying on the misrepresentation; and (3) identify fraud in the factum where assent is obtained by fraudulent means whereby the victim did not know they were assenting to a contract making the contract void.

A transcript of this podcast is here.

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Discussions in Contracts: Misunderstanding and Mistake

December 29th, 2017 · Comments Off on Discussions in Contracts: Misunderstanding and Mistake · Contracts, Lawdibles Audio

This podcast by Professor Jennifer Martin discusses the basic concepts related to the assent related defense of mistake. There are three sets of defenses that might be used to avoid enforcement of a contract which is otherwise valid: (i) capacity related defenses; (ii) assent related defenses; and (iii) public policy related defenses.  This podcast will also distinguish the doctrine of misunderstanding, which sometimes gets confused with mistake. Misunderstanding is not a defense at all, but a doctrine that when used prevents contract formation. At the conclusion of this podcast you should be able to (1) explain that a mistake is simply a belief that is not in accord with the facts; (2) identify and explain the two types of mistakes, unilateral mistakes by one party and mutual mistakes shared by both parties; (3) identify and explain when each will afford a defense to a contract; and (4) explain when a party might bear the risk of a mistake due to allocation of risk by contract, by “conscious ignorance,” or by other circumstances.

A transcript of this podcast is here.

 

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Discussions in Contracts: Duress and Undue Influence

December 20th, 2017 · Comments Off on Discussions in Contracts: Duress and Undue Influence · Contracts, Lawdibles Audio

There are three sets of defenses that might be used to avoid enforcement of a contract which is otherwise valid. The topic of this podcast by Professor Jennifer Martin is the basic concepts related to two of the assent related defenses, duress and undue influence. The defense of duress exists to protect against contracts that are obtained by some type of threat or coercion. The defense of undue influence exists for a more specialized role, to protect against assent obtained by unfair persuasion. At the conclusion of this podcast you should be able to (1) distinguish between duress (an improper threat) and undue influence (unfair persuasion); (2) identify which types of threats are improper and distinguish between cases of duress involving physical compulsion making a contract void and other cases where the threat makes a contract voidable; (3) identify relationships that might lead to a claim of undue influence; and (4) describe how and when these defenses can be used to enable a party to rescind a contract otherwise validly entered into (or where the contract might be void as a result of duress resulting from physical compulsion).

A transcript of this podcast is here.

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Discussions in Contracts: Impossibility, Impracticability and Frustration

December 19th, 2017 · Comments Off on Discussions in Contracts: Impossibility, Impracticability and Frustration · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is impossibility, impracticability and frustration. Ordinarily we expect the parties to perform their contracts under the principle of pacta sunt servanda, meaning promises are to be kept. Contract law, though, does provide excuse for non-performance (meaning a party is not in breach) in the event of certain contingencies the nonoccurrence of which are basic assumptions of a contract. This podcast covers the three distinct grounds for excuse provided by contract law: (i) impossibility; (ii) impracticability; and (iii) frustration of purpose. At the conclusion of this podcast you should be able to (1) identify the three types of doctrines that apply to excuse performance under a contract due to unforeseen events; (2) determine which type of excuse are raised by a fact pattern; (3) apply the relevant test to conclude whether the excuse might be available to a party; and (4) explain when a party might not be able to claim excuse due to allocation of the risk of the event by contract or custom.

A transcript of this podcast is here.

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Discussions in Contracts: Overview and Sources of Contract Law

December 8th, 2017 · Comments Off on Discussions in Contracts: Overview and Sources of Contract Law · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is the identification of the elements of a claim for breach of contract and the primary sources of contract law. From a legal perspective, the word contract refers to a promise or set of promises for which the law gives a remedy. The primary sources of contract law include the common law and statutory law. The common law is represented first by the decisions of courts. Second, the common law also includes, with a lesser status than court decisions, the Restatement (Second) of Contracts and books and articles written about contract law. The statute most often applicable in the area of contracts is Article 2 of the Uniform Commercial Code (sometimes called the UCC). At the conclusion of this podcast you should be able to (1) explain the basic issues involved in a contract claim; (2) identify the primary sources of contract law, the common law and Article 2 of the UCC; and (3) explain which law applies to what types of basic transactions.

A transcript of this podcast is here.

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