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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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Discussions in Contracts: Mailbox Rule

December 7th, 2017 · Comments Off on Discussions in Contracts: Mailbox Rule · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is the basic concepts related to communications in the contracting process governed by the Mailbox Rule. More particularly, we will look at the rules governing the effect of an offeree’s response by mail or an offeror’s attempt to revoke an offer using the mail. At the conclusion of this podcast you should be able to (1) explain and apply the mailbox rule, in particular: (i) acceptances are effective upon dispatch and (ii) rejections and revocations of offers are effective upon receipt; and (2) apply the rule in the cases of multiple or overlapping communications.

A transcript of this podcast is here

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Discussions in Contracts: Mutual Assent

November 30th, 2017 · Comments Off on Discussions in Contracts: Mutual Assent · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is the basic concepts related to mutual assent to a contract. In particular, we will look at the requirements for contract formation, particularly the promises that indicate assent. We will also look at what is a sufficient manifestation of assent. At the conclusion of this podcast you should be able to (1) describe the objective “reasonable person” standard applied to determine whether parties have manifested assent to a contract, particularly where a party has a different subjective intent, or social engagement is intended.

A transcript of this podcast is here

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Discussions in Contracts: Defenses Overview

November 30th, 2017 · Comments Off on Discussions in Contracts: Defenses Overview · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is an introduction to defenses to enforcement of a contract based upon defects in the bargaining process, capacity of one of the parties, or public policy. There are three sets of defenses to enforcement of a contract which is otherwise valid. The first set of defenses relate to capacity to contract. There are three capacity related defenses: (i) infancy (where a party is a minor, meaning below the age of majority), (ii) mental illness or defect; and (iii) intoxication. The second set of defenses involves circumstances where a party might argue that their assent to contract was flawed such that enforcement should not be had against them. There are five assent related defenses: (i) mistake; (ii) misrepresentation; (iii) duress; (iv) undue influence; and (v) unconscionability. The last set of defenses relates to contracts that violate societal norms, including illegality and public policy. Each of these defenses have their own elements that dictate whether a party can avoid the contract or whether the contract is simply void.

This podcast introduces the defenses, but an in-depth review of the defenses and their elements are left to other podcasts. At the conclusion of this podcast, you should be able to (1) identify the defenses related to incapacity, assent and public policy; and (2) describe how defenses might render a contract void or might be used to enable a party to rescind a contract otherwise validly entered into.

A transcript of this podcast is here

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Discussions in Contracts: Incapacity Defenses

November 27th, 2017 · Comments Off on Discussions in Contracts: Incapacity Defenses · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is the basic concepts related to incapacity defenses to enforcement of a contract, which includes infancy, mental illness, and intoxication. The incapacity defenses seek to protect vulnerable people in society (children, those suffering from mental illness or intoxication) from exploitation by others in the contracting process. At the conclusion of this podcast, (1) you should be able to identify the three defenses related to incapacity: (i) infancy; (ii) mental illness; and (iii) intoxication; and (2) you should be able to describe how and when these defenses can be used to enable a party to rescind a contract otherwise validly entered into.

A transcript of this podcast is here

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Discussions in Contracts: Statute of Frauds

November 21st, 2017 · Comments Off on Discussions in Contracts: Statute of Frauds · Contracts, Lawdibles Audio

The topic of this podcast by Professor Jennifer Martin is the basic concepts related to the types of contracts governed by the statute of frauds — that is, statutes that require evidence of the contract in writing. More particularly, we will look at the categories of contracts governed by the statute, what type of writing satisfies the statute, and exceptions to the statute where a writing is not required. This podcast will introduce the statute of frauds related to sales of goods, but greater discussion of sales contracts will be taken up in a separate podcast. Analysis of a defense based upon the statute of frauds consists of three questions: first, is the contract within a category subject to the statute of frauds that requires evidence of the contract in writing; second, if so, does the contract fall within an exception to the statute of frauds that eliminates the requirement of a writing; and third, if no exception exists, is there a writing evidencing the contract sufficient to satisfy the statute? At the conclusion of this podcast you should be able to explain and apply the statute of frauds, in particular: (i) identifying the categories of contracts covered by the statute of frauds; (ii) identifying the common exceptions to the statute of frauds; and (iii) determining whether a writing or writings are sufficient to satisfy the statute of frauds.

A transcript of this podcast is here.

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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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