Contract Rap

• Publication year: 2002
• Pages: 63
• Citation: Vol. 31 No. 10 Pg. 63

31 Colo.Law. 63 Colorado Lawyer 2002.

2002, October, Pg. 63. Contract Rap

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63

Vol. 31, No. 10, Pg. 63

The Colorado Lawyer
October 2002
Vol. 31, No. 10 [Page 63]

Features
CBA President's Message to Members
"Contract Rap"
by John E. Moye

I had the pleasure of teaching bar refresher courses for thousands of new lawyers across the country for more than twenty-five years. Once, I computed that I had lectured to over 250,000 bar review students, and I think that is an understatement. But the task of making a nine-hour lecture on "Contracts" interesting and exciting for the students always was a challenge. For many years, I used rock and roll lyrics to illustrate the legal principles ("Tell Laura I Love Her" is an offer to make a unilateral contract). In the late 1980s, however, the songs were not so memorable and the lyrics, not so usable - I needed to update my material. I wrote the "Contracts Rap" and, with the help of my daughter Megan who recorded a rap beat playing her synthesizer, I performed the rap during each lecture to show how easy and fun the law of Contracts could be

While many of you may have heard it or heard of it, it has never been published until now. So, for your enjoyment, here is the "Contracts Rap," annotated to show that it does describe substantively the law of Contracts. Now to recite it, start snapping your fingers, get a little lift in your gait, get a good rhythm, and . . . RAP

If I want to make an offer,1 here's what I have to do
I have to make a commitment2 and tell it to you.3

If I want my offer to be real firm
It has to contain some definite terms.4
If no one tries to revoke or reject5
I'm likely6 to get just what I expect.7

If you don't reject,8 you can accept instead9
By promising to do just what I said.10

If my offer's unilateral, then you must do
Exactly what I told you to.11

And if you promise,12 even if you pretend it,13
It's going to be effective as soon as you send it.14

Next we need the quid pro quo.15
That's the element of bargain, don't you know

For consideration, we must look to see
If my promise results in a bargain for me.16

If you've got some detriment, give it to me17
And your promise can't be illusory.18

And when you finally come to your senses,
You will look to see if you have any defenses.

The Statute of Frauds19 or incapacity20
Mistake21 or unconscionability22

Misrepresentation,23 fraud,24 and duress,25
An ambiguity makes a hopeless mess.26

If we have a third party,27 we know the test
The rights are enforceable when they vest.28

But if you want a unique situation,
Consider assignment or delegation.29

If the right is assignable30 and properly assigned,31
You can assign to anyone you can find.32

If you assign to whomever you choose,
Some will win and some will lose.33

When all the assignees begin to fight,
It's first in time, first in right.34

Should you delegate a duty,35 but the delegate abstains,36
To the delegator the obligee complains.37

If the delegator has paid the delegate a fee,38
The obligee becomes a beneficiary.39

Every promise is conditioned, express, or implied40
Before, after, or side-by-side.41

You excuse the condition if you won't cooperate42
Or if you choose to repudiate.43

If the condition isn't waived44 or estoppel won't apply45
The condition must be satisfied bye-the-bye.46

When a promise is conditioned and the condition is excused,
The performance of the duty cannot be refused.47

You may modify,48 rescind,49 or try to novate50 it.
You may claim it's impossible51 or try to frustrate it.52

To accord and satisfaction, you may reach53
To try to claim you're not in breach.

When a breach has finally occurred,54
Our remedies will be the final word.55

Put the non-breaching party in this fight
Where performance would have put him if it were done right.56

Analyze the damages and if the remedy is bleak,57
Use specific performance if the subject's unique.58

And under the Code you can cover or sue59
To try to get the goods that you are due.

And for the seller, the remedy is nice
Try resale, profits, or a suit for the price.60

And finally we reach our last contract tool
When we know to use the parol61 evidence rule.

The evidence admissible when we are fighting62
Cannot be used to vary63 the writing.64

I KNOW YOU FOLKS WILL NEVER BE BACK65
BECAUSE NOW YOU KNOW THE LAWS OF CONTRACTS!!

NOTES

1. An offer is always voluntary by the offeror.

2. A mere invitation to deal or an inquiry is not an offer. The language and conduct from the offeror must indicate that the offeror is committing to enter into a contract. The test is whether a reasonable person in the position of the offeree would conclude that the offeror is committing to make an offer.

3. The commitment must be communicated to an identified offeree, and actual communication is required. No one can accept an offer until he or she knows about it. Crossing offers do not create a contract even though they contain the same terms. The offeree must be identified in the facts or be able to be identified from the language of the offer. The offer is personal to the identified offeree and cannot be transferred to others, but with an offer made to the public, the offeree will be identified when the offeree learns about the offer and commences the performance required by the offer.

4. The terms must be definite and certain. Subject matter (quantity of goods, description and price of real estate term of employment) must always be ascertainable in the offer. Other material terms may be omitted, but...