Week Four, Part 3 - Contracts: Skeptics-To-Be

On Tuesday morning there’s a crowd around the 1L message board. Professor Rice has been called to New York on a family emergency. No Torts class on Tuesday or Thursday.

“And Rice doesn’t do make-ups either!” someone says.

Most of us are giddy enough to jump up and down. We suddenly have an extra ten hours this week, figuring in both class and prep time. Any sympathy for the Rice family is not expressed.

Before we can enjoy our Tort-free morning, however, there’s Contracts class. In the last two weeks, Professor Kaveny has hit us with a string of doctrines: mutuality, equitable and promissory estoppel, justifiable reliance.

“Just plug the facts into the legal theories,” she says like a first grader could do it. “Play the cases off one another.”

Students down front nod, their pens poised. The rest of us stare sheeplike.

Kaveny picks up on our confusion and offers an aside. “You’re probably thinking, ‘What the heck is going on here?’ The casebook doesn't look like any text you've ever had. The workload is prodigious. You’re being asked to manipulate ideas you’ve had limited exposure to. It’s challenging, no doubt about it!”

I nod. She’s got that right.

“Well, first year is all about learning a language. Words like ‘restitution’ and ‘reliance’ can be used properly! Learn how different rules can bear on the same facts. As an attorney, you're going to have to cobble and cut your client's facts to fit these doctrines.”

We discuss the case Local 1330, United Steel Workers of America v. United States Steel Corp. “Here we have the sad situation of Youngstown Steel,” Kaveny says. “The court has thrown down a red flag. No recovery!”

Kaveny challenges us: “Within the framework of the law and the grammar of the contract, can you come up with a claim to allow the steelworkers to recover? Be creative. Push the envelope!”

Since Kaveny went to Yale Law School, I’m guessing this is the New Haven method. After two or three lame ideas from students, Kaveny offers one of her own, then shrugs. “Well, if we'd been really creative, we'd have gone to business school.”

There’s more New Haven speculating with Hoffman v. Red Owl Stores. It's a case where a businessman sold his bakery and moved to a new town as part of an agreement to open a grocery store. Red Owl then changed the terms of the deal, wanting more capital. Hoffman sued, arguing that he had "acted to his detriment in reasonable reliance on Red Owl's promises."

Kaveny asks, “If you were Hoffman's lawyer, what would you have done to protect him?”

“A letter of intent,” says one student.

“Binding arbitration,” says another.

A student suggests that Hoffman’s basic problem was that he wasn’t skeptical enough. “A good lawyer would have shown him what could happen if everything went wrong.”

“Good!” Kaveny comes out from behind the podium. “As a lawyer, sometimes you need to be a skeptic.” She pauses. “And God knows, at some point these next three years will turn you into one.”

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