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Discussions in Contracts: Statute of Frauds under UCC § 2-201

November 21st, 2017 · Comments Off on Discussions in Contracts: Statute of Frauds under UCC § 2-201 · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is the basic concepts related Article 2’s statute of frauds. More particularly, we will look at when a contract is governed by § 2-201, the exceptions to the writing requirement of § 2-201, and what type of writing when required is satisfactory. Section 2-201 only applies when there’s a contract for the sale of goods for the price of $500 or more and has many exceptions, such that many contracts can be concluded without a writing. At the conclusion of this podcast you should (1) be able to explain and apply the statute of frauds under § 2-201, in particular that: (i) it applies to contracts for the sale of goods of $500 or more; (ii) when applicable, it requires a writing signed by the party against whom enforcement is sought; and (iii) the writing is sufficient to make the contract enforceable even if it has omissions or misstatements, but not beyond the quantity stated; and (2) be able to articulate the four exceptions to the writing requirement of § 2-201: (i) merchant confirmations; (ii) specially manufactured goods; (iii) admissions; and (iv) goods paid for or received and accepted.

A transcript of this podcast is here.

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Discussions in Contracts: Invitations to Negotiate

November 17th, 2017 · Comments Off on Discussions in Contracts: Invitations to Negotiate · Contracts, Lawdibles Audio

The topic of this podcast, by Professor Jennifer Martin,  is the basic concepts related to invitations to negotiate or preliminary negotiations and other types of communications that are not offers. In particular, we will look at the basic attributes of advertisements, price quotations, invitations to bid, and auction sales. At the conclusion of this podcast you should be able to (1) identify the four types of communications that are typically not offers, but rather invitations to negotiate: (i) advertisements; (ii) catalogs and price quotations; (iii) requests for bids; and (iv) an auctioneer beginning an auction, and (2) describe when an offer might be made in response to one of these types of communications.

A transcript of this podcast is here

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Discussions in Contracts: Option Contracts and Firm Offers

November 2nd, 2017 · Comments Off on Discussions in Contracts: Option Contracts and Firm Offers · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is how to determine whether the offeror can terminate the offer or whether the offer is irrevocable. Recall that a contract is a promise or set of promises which the law enforces. Ordinarily, the manifestation of mutual assent takes place by virtue of an offer by the offeror, which is then followed by an acceptance by the offeree. Typically, an offeror can revoke an offer freely at any time prior to acceptance, but at times an offer is irrevocable. An offer may be found to be irrevocable in four situations, discussed in this podcast. This podcast includes several examples explaining when an offer may be found to be irrevocable. At the conclusion of this podcast you should be able to (1) identify the four common situations in which an offer will be irrevocable: the formation of an option contract; the formation of an option contract through part performance of an offer for a unilateral contract; a firm offer by statute, such as UCC § 2-205; and an option contract arising because of detrimental reliance; (2) evaluate factual situations to determine whether one of these situations will result in an irrevocable offer.

A transcript of this podcast is here.

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Discussions in Contracts: Duration of Offers

October 24th, 2017 · Comments Off on Discussions in Contracts: Duration of Offers · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is how to determine the duration of the power of acceptance in the offeree and whether that power of acceptance has been terminated. Recall that a contract is a promise or set of promises which the law enforces. Ordinarily, the manifestation of mutual assent takes place by virtue of an offer by the offeror, which is then followed by an acceptance by the offeree. Once an offer is terminated, the power of acceptance is no longer present unless the offeror revives the offer at a later time. Remember that in contracts we use an objective test to evaluate the facts of the situation to determine whether the power of acceptance is still present. That is, what a reasonable person would believe in the circumstances.

At the conclusion of this podcast you should be able to (1) define the four methods of terminating an offer prior to acceptance: (i) by rejection or counteroffer by the offeree, (ii) by lapse of the offer, (iii) by revocation by the offeror; or (iv) by death or incapacity of the offeror or the offeree; and (2) evaluate factual situations to determine when a reasonable person would conclude that the power of acceptance is no longer present such that an offeree cannot accept the offer.

A transcript of this podcast is here.

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Discussions in Contracts: Acceptance

October 23rd, 2017 · Comments Off on Discussions in Contracts: Acceptance · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is the basic concepts related to acceptance of an offer. Acceptance is simply the name given to the action of an offeree in making the offeror’s promise enforceable. This podcast will look at the basic attributes of acceptance, as well as specific issues related to the mirror image rule, the permitted method and manner of acceptance, and acceptance by silence. At the conclusion of this podcast you will be able to (1) explain that acceptance is the promise given in response to an offer; and (2) identify and apply the criteria for an acceptance: (i) commitment to the terms of the offer, (ii) in the method and manner invited or required by the offer; and (iii) made by a person to whom the offer is directed while the offer is still open.

A transcript of this podcast is here.

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Discussions in Contracts: Manner of Acceptance: Bilateral and Unilateral Contracts

October 20th, 2017 · Comments Off on Discussions in Contracts: Manner of Acceptance: Bilateral and Unilateral Contracts · Contracts, Lawdibles Audio

This podcast by Professor Jennifer Martin explains how to determine if the offer is one that can be accepted by a return promise, a return promise or performance, or whether a return performance is required. Sometimes you will hear reference to bilateral and unilateral contracts. The terms bilateral and unilateral do not relate to the number of parties to the contract. Instead, a bilateral contract is where there is a set of mutual promises made by both parties. A unilateral contract is where one party has made a promise, and some action other than a return promise by the other party is needed in order to form the contract. At the conclusion of this podcast, you should be able to (1) define the three manners of acceptance: (i) return promise; (ii) return promise or performance; and (iii) return promise only; (2) explain how an offer for a unilateral contract creates an option contract when the offeree begins the requested performance; and (3) determine whether a seller has accepted an offer of a buyer by either promising to ship goods or by promptly shipping them.

A transcript of this podcast is here.

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Discussions in Contracts: Offer

October 18th, 2017 · Comments Off on Discussions in Contracts: Offer · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is the basic concepts related to offers. In particular, the podcast examines the basic attributes of offers and also looks at the particular types of communications that are typically not offers, such as advertisements and price quotations. Cases discussed include Lefkowitz v. Great Minneapolis Surplus Store (fur coat ad) and Fairmont Glass Works v. Cruden-Martin Woodenware Co. (mason jars). At the conclusion of this podcast you should be able to (1) identify the elements of an offer; (2) identify commitment to the offer; (3) explain the concepts of certainty of terms and communication to the offeree; and (4) determine when an advertisement or catalogue or price quotation is an offer.

A transcript of this podcast is here.

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Payment Systems: Liability of the Parties on a Negotiable Instrument

September 11th, 2017 · Comments Off on Payment Systems: Liability of the Parties on a Negotiable Instrument · Lawdibles Audio, Negotiable Instruments

This podcast by Professor Jennifer Martin discusses the basics of who is liable on a negotiable instrument and to whom. Why is this important? Oftentimes an examination question will simply ask who’s liable. It is important to use the correct legal terminology when describing responsible parties and claims and to organize claims either by responsible party or the party making the claim. In this podcast we will look at responsibility of drawers, makers, drawee banks, depository banks, indorsers, transferees and presenters. The podcast will examine the three steps of analysis necessary to determine whether a party has liability on an instrument. At the conclusion of this podcast, you should be able to (1) describe who has liability on an instrument; and (2) describe to whom such liability is owed.

A transcript of this podcast is here.

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Payment Systems: Who Can Enforce a Negotiable Instrument

September 11th, 2017 · Comments Off on Payment Systems: Who Can Enforce a Negotiable Instrument · Lawdibles Audio, Negotiable Instruments

In this podcast Professor Jennifer Martin explains who has the right to enforce a negotiable instrument. The podcast will also discuss enforcement of lost, destroyed, or stolen instruments. Correct terminology is important and this podcast covers terms such as holder, negotiation, person entitled to enforce (PETE), presentment, and dishonor. At the conclusion of this podcast, you should be able to (1) describe the process of presenting an instrument for payment; and (2) describe which parties will be able to enforce the instrument as a PETE, including holders, non-holders with rights, and even certain persons not in possession of the instrument.

A transcript of the podcast is here.

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Payment Systems: Being a Holder in Due Course: Real Defenses

September 11th, 2017 · Comments Off on Payment Systems: Being a Holder in Due Course: Real Defenses · Lawdibles Audio, Negotiable Instruments

In this podcast Professor Jennifer Martin discusses the real defenses that can be asserted by an obligor against a holder in due course seeking payment on an instrument. As holder in due course doctrine arises under Article 3 of the Uniform Commercial Code, this topic deals with instruments, typically paper checks and promissory notes. Importantly, holders in due course doctrine, especially its benefits and limitations, are tested by a number of states on the bar examination. This podcast primarily addresses defenses set forth in § 3-305, which you should read carefully. At the conclusion of this podcast, you should be able to (1) describe the benefits of being a holder in due course; (2) describe the real defenses that are assertable against a holder in due course; and (3) distinguish between void and voidable defenses and between real fraud and fraud in the inducement.

A transcript of this podcast is here.

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