Saturday, February 5, 2011


Today I promise to not write about hot boys or sports.

Instead: Bar study! Be careful what you may be wishing for (I have no idea, honestly). Wherein I look for a bright side because I am honestly for serious frustrated about not being outside right now or having a life. I'm over this sobriety monastic thing for the moment.

K is quickly acquired law school shorthand for contracts. And from what feels like Day 1 but was probably more like day 214, I loved the hell out of contracts. I don't, generally speaking, get too excited about the law. I'm not a policy nerd. Most days I question what the hell I am doing with a law degree. But contracts? Contracts are my thing. So when I reviewed contracts today, I recalled why exactly I love contracts:

Contracts puts to use the art of the English language. The sort of phraseology that most people would find abhorrent, "lawyer speak" is all contained in contracts. And to me they make sense because they require careful reading and an understanding of the requirements of both parties. Pay attention to the language and it all makes sense.

Contracts is two or more parties agreeing to do something (services) or sell something tangible (goods). The only time you go to court on a contract is when there is a dispute, otherwise it requires things like mutuality and conditions precedent. It is a human transaction, with little to no outside interference. You don't file it with the court. It's not on pleading paper. There are no motions or civ pro to follow. It's a human thing. 

The other reason, the one that makes me really like contracts, is that they don't care. What I mean is: there was a reason Faust could contract to sell his soul and a reason the devil could collect. It doesn't matter how great of a human being you are, or how awful the person on the other side is, if you made the agreement, barring gross disadvantage on one side (rare), it's enforceable. Contracts have no soul. They shrug their shoulders and say, "Well, that's the deal you made, you're bound to it." They have no sympathy. They do not care about the "But your hooonnooorrr!" Contracts do not pull at heart strings. They are ruthlessly efficient. 

In addition to that, contracts don't punish. For that you have to go to tort. Your contractor breached and you had no roof for six months? But all he did was fail to perform? You get what you paid out in the contract plus any extra cost to the new roofer and *maybe* the cost of any damage incurred during that time period barring your own negligence for not mitigating the damage. We're not going to punish the contractor though, with punitive damages. In fact, contracts encourage efficient breach. You can make twice as much if you drop this job and take that job? Okay, go ahead and do it. You'll have to pay them something for the unperformed part of your contract but if the additional profit makes it worth your time, then contracts is all for it.

Contracts just are what they are. We deal with them on their face.

And I like that they don't care about "good" or "evil". My law school guru bestie Bill and I were having one of our regular discussions and for some reason ended up on morality and the nature of things, (as often happens with us) and I don't know why this had never occurred to me before, or maybe just hadn't been put into exact words, but Bill pointed out that if you believe in a creationism theory of the origins of Earth, that everything was created by one person, you then believe that one person created both good and evil, happy and sad. I like it. It's a yin yang theory. Without one, you can't have the other. And then it takes away some of the punch of the "bad" things. They are all part of the SAME thing. So there is no such thing as a "bad" contract, just one that creates a disadvantage to the other side. Which means an advantage for the other side, which means it's a wash and all part of the SAME entity. It's brilliant! (This transfers over to community property law where the court doesn't care about fault or what happened but is solely interested in the division of assets. AND! Guess what? Community property? It involves a contract, too. That's right! Your marriage? It's a CONTRACT. It could give a crap about all your lovey dovey feelings. Ruthless efficiency in that too.)

This may make me seem soulless. Maybe I am, a little bit. But I love contracts so I must have some soul, right? Contracts also aren't perfect. A vast majority of the contracts that any of us, including me, sign are adhesion contracts that we can't really argue with. You know the form at the gym that says you won't sue if you get injured there? The 18 pages of small print information sent along with your new credit card? Hell, the user agreement on any app you download from iTunes. Adhesion adhesion adhesion. It lacks argumentative back and forth. 

But for some reason, for some very innate reason, I understand the hell out of contracts. They make sense to me. The lack of favoritism to any party, or seeing someone as "wronged", the appreciation of efficient breach and lack of enforcement on promises/gifts. The interplay of words and law. Contracts are cold, logical, and calculating and they favor the adept. I love that.

So today's bar study "reward" was studying contracts. Gotta take what victories I can...

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