I survived contracts and graduated from MUPP. Yay; go, me.
But that statement, while correct and current, isn’t as much fun as me havering away and telling stories. (It isn’t as much fun for me anyway.) So, I’ll digress a bit and do some of that. Havering. (Google it. Then hear it in its natural habitat here. I love that song, BTW.)
Unlike my previous horrible experience with Contracts, this class was short, to the point, and cut down to the very basics. The instructor, who I’ll call Contracts Guy, didn’t have the time to play “hide the ball” so we got the essence of the Rules, plus lots of practice tips. We also got many opportunities to buy his car, which was a little unexpected.
That’s the thing about good legal instruction, IMHO: it uses clear and memorable examples. I will never forget the Long Arm Statute because my professor at WCSSL-SP taped a nattily-sleeved fake arm to the blackboard that reached across one chalked state border and into another. I’ll never forget the difference between assault and battery because another WCSSL-SP professor used an open bottle of water and a cooperative classmate to demonstrate the difference (battery gets you wet; assault does not). And in contracts, a lot of cogent points can be made with various offers to sell a car to a classmate.
Contracts Guy chose the baby of our class (the son of a lawyer and a law professor) for these examples. Maybe he thought LawBaby needed a car so he wouldn’t be consistently late to class; I don’t know. There must have been at least two dozen opportunities to purchase his Volvo. We learned about offers, counteroffers, puffery, fraud, misrepresentation, price quotes, and option contracts, all starring that car. And lovely man that he was, C.G. gave us each a Volvo for a graduation present. (Okay, so it was a picture of his car, but it’s the thought that counts, right?)
Contracts was the last of our substantive law classes. This was the home stretch. And stick a fork in the Magnificent Seven; we were passing medium-well on the way to charcoal. Four months of intense study of a strange topic like law was taking its toll. I felt sorry for C.G., facing fourteen glazed eyeballs and seven slack jaws for three hours of class. He was really a good sport about it.
What did we do in Contracts? The first thing we learned (after finding out how sellable a used Volvo was), was when an instructor says, “bring in some examples of [fill in thing you’re studying here]” be very careful what you choose. Odds are you’re going to be working with whatever they are for the rest of the class. We had to bring in three examples of contracts. I had a promissory note between Spousie and Cagney, Lacy gave me an old contract her boss used to rent out animals, and Cagney gave me her company’s rental agreement and terms and conditions. Our course assignment ended up being a memo to Contracts Guy about the three contracts, and drafts of the contracts to get rid of ambiguities and make improvements.
The memo I wrote was only okay. C.G. said we just needed to write, “here are the answers to your six silly questions, and by the way here are some contracts attached.” I took that to mean that it wasn’t supposed to be a formal memo memo. My bad. I got some points knocked off for not citing anything. Fair enough. I then considered My Three Contracts (Sorry - showing my age there.) C.G. had also said that, in view of the fact that some of our contracts were really long (Law Baby had brought in Apple’s T&Cs for the use of iTunes, for example) and others really short, he would leave it up to our own consciences as to how many of them we re-wrote.
Cagney’s contract from work was really well-written. It even had a choice of law clause, the importance of which C.G. had stressed in class. I didn’t see anything that needed rephrasing – of course, I wouldn’t spot any subtle changes to make because I was new to this. My conscience said, “Drop this one like a hot potato, baby, and just do the other two.” So I did. Moving on.
Spousie’s promissory note was the antithesis of the iTunes contract. It was about six lines long. “Spousie is borrowing X dollars from Cagney for this purpose and will pay it back in monthly payments of Y,” was pretty much the gist of it. I had learned that people don’t think of all the possibilities when they write contracts, and end up surprised when something not covered happens. So, I added a mediation clause in case of disputes, and a choice of law clause. C.G. suggested in his feedback that I didn’t show a good reason for choosing mediation, and that he would have gone for litigation instead. Well, yeah, he’s a lawyer; of course he would have wanted to litigate. But knowing Spousie and Cagney, I figured mediation fit them better.
Lacy’s animal contract was the perfect choice for the assignment. It was only a page long, but it covered more ground than the promissory note had. The best part was that it was so badly written, all that survived after I’d worked my magic was the letterhead and the signature blocks. I do not exaggerate. We had to turn in a redlined version along with a copy of the original contract, and only the very top and bottom of the page were not crossed out. C.G. was impressed. He thought I should have been more specific with some of the information, but I was trying not to add in facts that weren’t in the existing contract. If it didn’t constitute unauthorized practice of law (and Great State Bar is a real bastard when it comes to prosecuting UPL) I’d have given the new! improved! contract back to Lacy to give to her Animal Guy boss. Maybe I can give it to Animal Guy’s lawyer as a draft, and he can make a generic form out of it or something – it’s a shame for it to go to waste.
And that was Contracts. Twelve hours. Ten chapters. One assignment, one exam.