PCL 1L Contracts
Part I
Introduction
Like most of you, I was an activist and writer prior to enrolling.
I hold a BA from UCLA and a JD from this fine institution.
I started at PCL fall of 2014. Law school is difficult, and takes a substantial commitment.
This Class
Contracts is three ten week quarters. That's thirty weeks total, plus three weeks of finals. Our class is only three hours a week.
In that short time we'll learn a new language that we will use in the practice of law and for the big exams you'll take in June and beyond.
State Bar of California (CalBar)
The FYLSX
Three subjects: Contracts, Criminal Law, Torts
- Four (4) one hour essays
- 100 Multiple Choice questions — three hours (108 seconds or 1 minute 48 seconds each question)
Passing
A 560 Scaled or better to pass. (70%)
A 540 – 559 gets you a second reading.
A perfect score would be a 800 Scaled.
First-Year Law Students' Exam Grading and Scope
http://www.calbar.ca.gov/Admissions/Examinations/First-Year-Law-Students-Examination/First-Year-Exam-Grading-and-Scope
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Minimum essay score is 40
- essay points are cumulative on top of the minimum
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Raw multiple choice are 4 points each
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discussion of scaling
Multiple choice are also know as Multistate Bar Exam (MBE) questions, so when you hear people say "practice MBEs" they mean multiple choice.
Took the August 2016 Multistate Professional Responsibility Exam (MPRE).
124 Scaled. California cut score is 86.
Studying Terms of Art
- Flash Cards
- Writing rules over and over
- Outlining issues and/or checklists
- Using commercial outlines
Taking Notes
This might be very helpful.
Note-Taking in Law School 101: The Basics
https://www.cali.org/lesson/18503
Cali.org
- Prioritize podcasts over lessons
- Don't get too bogged down
- Use as a way to help with concepts you're struggling with
Part II
Contract Law
A contract is a promise or a set of promises that the law will enforce.*
* In the alternative, you could learn a longer version from the Restatement: “A contract is a promise or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.”
Why learn contract law? (we're leftists right?)
- It's on the exams, a lot
- It's pervasive in other parts of law
- lease agreements (tenants' rights)
- plea bargains (criminal defense)
- settlement agreements (everything else)
While we're currently stuck under the lash of capitalism, it ensures some stability in that one can rely on promises.
Sources of contract law
- Prior case law (Common Law)
- Restatement (Second) of Contracts
- Article-2 of the Uniform Commercial Code (UCC)
Law v. Equity
- Brief History
- How they're merged in most US courts
- How it is related to contracts
- doctrines like promissory estoppel
- remedies (legal v. equitable)
- certain defenses and equitable defenses in general
IRAC
Issue Rule Application or Analysis Conclusion
Also address how this looks in case briefing.
Part III
Governing Law
The first thing we analyze in a contracts (K) essay. Hence the first thing we learn in this class. What is the law that governs this contract?
Our rules
Common Law (CL):
Common Law is a body of judicial decisions that govern contracts for services, intangibles, real property, and employment.
Uniform Commercial Code (UCC):
The UCC is a statute that governs all contracts and transactions for the sale of goods.
- UCC v. states' implementations
- feudalism v. capitalism
It's not enough to say the UCC governs goods, we have to define what goods are:
Goods:
Goods are moveable, tangible objects identified in the contract or at time of sale.
Beginning a K essay
If I know it's UCC…
Beginning a K essay
If I know it's CL…
Beginning a K essay
Goods and Services
What if it's both goods and services? Two step analysis and two new rules.
- If the goods and services are clearly designated and deliminated (e.g. separate price for each component), then it's divisible. Court will divide and treat each subject matter as separate (i.e. CL for the services, UCC for the goods).
- If not divisible, then one of two tests are applied. Predominent Factor is the majority rule, Gravamen is used in a minority of jurisdictions.
The Governing Law determined under Predominent Factor or Gravamen will govern the whole contract.
Predominent Factor Test
Looks at the terminology of the contract, objective of the parties in entering the contract, ratio of the price of the goods to the whole price of the contract, nature of the business of the supplier, and the intrinsic value of the goods without the service.
(aka Predominant-Purpose or Dominant Factor Test)
Gravamen Test
Looks at the basis of the complaint rather than the overall nature of the transaction. If the plaintiff is complaining about the goods component, UCC applies. If the plaintiff is complaining about the service, then CL.
Our cases this week
BMC Industries, Inc. v. Barth Industries, Inc.
Sally Beauty Co. v. Nexxus Products Co. (only read Sections II. and III.)
One more rule for this week
Merchants:
A merchant is one that regularly deals with the goods in question, or holds themselves out as an expert on the subject matter. Special rules apply to merchants, and merchants are held to a higher standard of good faith dealing.
