Contract Law Lecture Three (of 3) – Third-Party Rights

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In this episode, we delve into the concept of being "qualified" in the workplace, examining who gets labeled as such, who doesn't, and the underlying reasons. We explore "competency checking"—the practice of scrutinizing individuals' abilities—and how it disproportionately affects underrepresented groups, often going unnoticed or unchallenged. Our discussion aims to redefine qualifications in a fair, equitable, and actionable manner. Our guest, Shari Dunn , is an accomplished journalist, former attorney, news anchor, CEO, university professor, and sought-after speaker. She has been recognized as Executive of the Year and a Woman of Influence, with her work appearing in Fortune Magazine, The Wall Street Journal, Ad Age, and more. Her new book, Qualified: How Competency Checking and Race Collide at Work , unpacks what it truly means to be deserving and capable—and why systemic barriers, not personal deficits, are often the real problem. Her insights challenge the narratives that hold so many of us back and offer practical solutions for building a more equitable future. Together, we can build workplaces and communities that don’t just reflect the world we live in, but the one we want to create. A world where being qualified is about recognizing the talent and potential that’s been overlooked for far too long. It’s not just about getting a seat at the table—it’s about building an entirely new table, one designed with space for all of us. Connect with Our Guest Shari Dunn Website& Book - Qualified: https://thesharidunn.com LI: https://www.linkedin.com/today/author/sharidunn TikTok: https://www.tiktok.com/@thesharidunn Related Podcast Episodes: How To Build Emotionally Mature Leaders with Dr. Christie Smith | 272 Holding It Together: Women As America's Safety Net with Jessica Calarco | 215 How To Defy Expectations with Dr. Sunita Sah | 271 Share the Love: If you found this episode insightful, please share it with a friend, tag us on social media, and leave a review on your favorite podcast platform! 🔗 Subscribe & Review: Apple Podcasts | Spotify | Amazon Music…

منذ عام واحد 14:57

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Lecture 3

I. Third-Party Rights

A. Third-Party Beneficiaries

Intended vs. Incidental Beneficiaries

Intended: Has rights to enforce the contract. (Example: life insurance policy beneficiaries)

Incidental: No legal rights to enforce.

Vesting of Rights

Occurs when a beneficiary detrimentally relies, assents, or brings suit. Before vesting, parties can modify or revoke the beneficiary’s rights.

B. Assignment and Delegation

Assignment of Rights

Transfer of rights to a third party. Generally valid unless it materially changes the obligor’s duty or contract language forbids it.

Must be clear and present intent; no formalities usually required unless statute says otherwise.

Delegation of Duties

Permitted unless the duty is personal in nature (requires special skill) or the contract prohibits delegation.

Original party typically remains liable if delegatee fails to perform.

II. Distinctions: UCC vs. Common Law

Scope of the UCC

Governs the sale of goods, including implied warranties like merchantability or fitness for a particular purpose.

Formation Differences

Firm Offer Rule: Under the UCC, a merchant’s signed, written offer to buy or sell goods remains open for the stated time (or up to three months if none stated).

Battle of the Forms: UCC 2-207 modifies the common law mirror image rule.

Remedies for Sellers and Buyers

Sellers may recover damages (e.g., resale damages, lost volume profits) or enforce specific performance in limited cases (unique goods).

Buyers may reject non-conforming goods, cover (purchase substitute goods) and sue for the difference, or seek specific performance (unique or shortage goods).

III. Exam Tips, Strategy, and Conclusion

A. Analytical Roadmap

Identify Governing Law: Is it goods (UCC) or services (common law)?

Check for Formation: Offer, acceptance, consideration.

Look for Defenses: SoF, capacity, illegality, fraud, duress, etc.

Evaluate Performance and Breach: Material breach vs. minor breach, anticipatory repudiation.

Select Remedies: Expectation, reliance, restitution, specific performance.

B. Use IRAC (Issue, Rule, Application, Conclusion)

Issue: Identify the problem (e.g., “Does a valid contract exist?” “Has a breach occurred?”).

Rule: State the applicable legal doctrines.

Application: Apply those rules to the facts methodically.

Conclusion: Provide a clear resolution.

C. Final Thoughts

Contract law is often tested heavily on exams and the bar due to its prevalence in legal practice. Mastering contract formation, performance, breach, and remedies, along with third-party rights and the distinctions under the UCC, will set you up for success. Remain systematic in your approach—follow the sequence from formation to remedies, note specific rules for the sale of goods, and carefully apply the facts to the rules. This methodical approach is the best defense against tricky exam questions.

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Law School

Contract Law Lecture Three (of 3) – Third-Party Rights

Law School

15 subscribers

published منذ عام واحد

MP3•منزل الحلقة

Lecture 3

I. Third-Party Rights

A. Third-Party Beneficiaries

Intended vs. Incidental Beneficiaries

Intended: Has rights to enforce the contract. (Example: life insurance policy beneficiaries)

Incidental: No legal rights to enforce.

Vesting of Rights

Occurs when a beneficiary detrimentally relies, assents, or brings suit. Before vesting, parties can modify or revoke the beneficiary’s rights.

B. Assignment and Delegation

Assignment of Rights

Transfer of rights to a third party. Generally valid unless it materially changes the obligor’s duty or contract language forbids it.

Must be clear and present intent; no formalities usually required unless statute says otherwise.

Delegation of Duties

Permitted unless the duty is personal in nature (requires special skill) or the contract prohibits delegation.

Original party typically remains liable if delegatee fails to perform.

II. Distinctions: UCC vs. Common Law

Scope of the UCC

Governs the sale of goods, including implied warranties like merchantability or fitness for a particular purpose.

Formation Differences

Firm Offer Rule: Under the UCC, a merchant’s signed, written offer to buy or sell goods remains open for the stated time (or up to three months if none stated).

Battle of the Forms: UCC 2-207 modifies the common law mirror image rule.

Remedies for Sellers and Buyers

Sellers may recover damages (e.g., resale damages, lost volume profits) or enforce specific performance in limited cases (unique goods).

Buyers may reject non-conforming goods, cover (purchase substitute goods) and sue for the difference, or seek specific performance (unique or shortage goods).

III. Exam Tips, Strategy, and Conclusion

A. Analytical Roadmap

Identify Governing Law: Is it goods (UCC) or services (common law)?

Check for Formation: Offer, acceptance, consideration.

Look for Defenses: SoF, capacity, illegality, fraud, duress, etc.

Evaluate Performance and Breach: Material breach vs. minor breach, anticipatory repudiation.

Select Remedies: Expectation, reliance, restitution, specific performance.

B. Use IRAC (Issue, Rule, Application, Conclusion)

Issue: Identify the problem (e.g., “Does a valid contract exist?” “Has a breach occurred?”).

Rule: State the applicable legal doctrines.

Application: Apply those rules to the facts methodically.

Conclusion: Provide a clear resolution.

C. Final Thoughts

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منذ 10 hours20:11

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منذ يومين14:03

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منذ 5 أيام49:10

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منذ 6 أيام31:33

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منذ 7 أيام33:39

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منذ 8 أيام45:50

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منذ 9 أيام25:15

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Lecture 1: Introduction to Negotiable Instruments Definition and Types Negotiable Instruments: Written documents that represent a promise to pay a specific sum of money and can be easily transferred from one person to another. Promissory Notes: A written promise by one party (the maker) to pay a certain sum of money to another party (the payee) at a specified time or on demand. Drafts (Checks): A written order by one party (the drawer) instructing a second party (the drawee, usually a bank) to pay a specified sum of money to a third party (the payee). Requirements for Negotiability Unconditional Promise or Order to Pay: The promise or order must be clear and absolute, without any conditions attached. Fixed Amount of Money: The instrument must state a specific sum of money to be paid. Payable on Demand or at a Definite Time: The instrument must specify when payment is due, either on demand or at a specific date. Payable to Order or to Bearer: The instrument must be payable either to a specific person named on the instrument (order paper) or to anyone who possesses the instrument (bearer paper). In Writing and Signed by the Maker or Drawer: The instrument must be in writing and signed by the party making the promise (maker) or issuing the order (drawer). Holder Status Holder: A person who has legal possession of a negotiable instrument and the right to receive payment. Bearer: A person who has possession of a negotiable instrument that is payable to bearer. Negotiation: The transfer of a negotiable instrument from one person to another in a way that gives the transferee the right to receive payment. Endorsement: A signature on the back of a negotiable instrument that transfers ownership. Delivery: The physical transfer of a negotiable instrument. Basic Policy Goals Ease of Transfer: Negotiability facilitates the transfer of funds by making it easier for businesses and individuals to accept payment in the form of negotiable instruments. Uniform Commercial Practice: Negotiability promotes consistency and predictability in commercial transactions by establishing a uniform set of rules for the transfer and enforcement of negotiable instruments. Encourages Market Efficiency: By providing a reliable and easily transferable means of payment, negotiability enhances market efficiency and facilitates economic growth. Reduces Transaction Costs: The ease of transfer and enforcement of negotiable instruments reduces transaction costs for businesses and individuals. Provides Certainty and Security: Negotiability provides certainty and security to parties involved in commercial transactions by establishing clear rules and procedures for the transfer and enforcement of negotiable instruments.…

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منذ 11 يومًا29:16

29:16

This lecture script provides an overview of advanced topics in Federal Income Tax, strategies, and exam-focused advice It recaps foundational principles like gross income, deductions, and tax credits. Key areas covered include: Taxation of Business Entities: Sole proprietorships (flow-through to owner's return), partnerships and LLCs (pass-through treatment, K-1 forms), S corporations (pass-through with reasonable salary requirement), and C corporations (double taxation). Tax Planning vs. Tax Evasion: Differentiating between lawful planning (deferral of income, characterizing income, entity choice) and illegal schemes (sham transactions, fraudulent deductions, abusive tax shelters). Additional Planning Considerations: Timing of deductions and income, Net Operating Losses (NOLs), and estate and gift tax implications. The lecture emphasizes a systematic approach to exam questions: Identify the character of income. Check for gross income exclusions. Look for deductions and credits. Explore special doctrines. Compute taxable income and final tax. Spot potential penalties. It also identifies potential pitfalls like hobby vs. business, basis confusion, and classification of gains. The lecture uses an extended hypothetical to demonstrate the synthesis of these topics. The script concludes with final exam tips, including staying methodical, looking for red flags, considering policy rationales, using the IRAC method, and practicing hypotheticals.…

Law School

1
Federal Income Tax Lecture 3: Advanced Topics, Strategies, and Exam-Focused Review 19:51

منذ 12 يومًا19:51

19:51

This third lecture expands on prior lessons about Federal Income Tax by delving into more complex issues, the strategic use of tax rules, and practical exam-oriented approaches. It begins by recalling the foundational principles—gross income, deductions, credits, and reporting—then shows how these concepts apply at a deeper level. A key section addresses business entities and how their choice affects federal taxation. Sole proprietorships are reported on an individual’s tax return (Schedule C), whereas partnerships and multi-member LLCs pass profits and losses through to partners, who then file informational returns and get Schedule K-1 forms. S corporations, requiring a special election, also pass income through but may help certain owner-employees split compensation between salary (subject to payroll tax) and distributions (not subject to self-employment tax). C corporations are taxed at the corporate level and may trigger “double taxation” when earnings are distributed as dividends. Moving on, the lecture explores tax planning and distinguishes it from illegal tax evasion. Legitimate planning may involve deferring income, characterizing gains as capital instead of ordinary, or selecting an entity structure that reduces the combined tax burden. However, transactions without economic substance or aimed solely at generating artificial losses cross into forbidden territory, raising red flags for the IRS under doctrines like “substance over form” or “economic substance.” The lecture highlights special planning considerations such as the timing of deductions and income, the use of Net Operating Losses (NOLs) to offset future (or past) taxable income, and how estate and gift taxation interplay with income tax (e.g., basis step-ups for inherited property). This discussion emphasizes how tax law’s annual accounting framework can be leveraged—through year-end strategies, for example—to manage a taxpayer’s marginal rates. A substantial part of the lecture focuses on exam strategy. Students learn to methodically identify the type of income (wages, capital gains, pass-through K-1 amounts) and check for relevant exclusions, permissible deductions, and potential credits. They must verify whether specialized rules (like depreciation recapture or the Alternative Minimum Tax) arise, and see if a business expense is legitimate or a personal cost disguised as a deduction. Clear IRAC-style writing is recommended: state the Issue, the governing Rule (citing relevant Code sections or doctrines), apply the facts carefully, then conclude. An extended hypothetical ties these advanced topics together, showing how owners in a partnership or LLC might claim or lose deductions, track basis, or consider an S corp election. By analyzing such scenarios step by step—determining entity-level vs. individual taxation, differentiating legitimate business expenses from personal ones, and weighing additional complexities like basis or recapture—students refine their abilities to address multi-layered fact patterns. In closing, the lecture underscores that while earlier sessions covered fundamentals (formation, exclusions, deductions, and credits), these advanced concepts highlight the strategic dimension of tax law. By mastering how business entities differ, how lawful planning can reduce taxes, and how to identify unscrupulous maneuvers, students can confidently tackle intricate exam questions. The central theme is to remain systematic and fact-driven, ensuring that each transaction meets the relevant legal requirements.…

Law School

1
Federal Income Tax Lecture 2 (Part 2): Deductions, Credits, and Reporting 23:55

منذ 13 يومًا23:55

23:55

This lecture provides an overview of deductions, tax credits, and reporting requirements relevant to federal income tax. Deductions reduce taxable income. Above-the-line deductions, such as IRA contributions and student loan interest, impact Adjusted Gross Income (AGI). Below-the-line deductions include itemized deductions like medical expenses, state and local taxes (SALT, capped at $10,000), mortgage interest, and charitable contributions, or the standard deduction. Business expenses that are ordinary and necessary are deductible. Taxpayers can deduct capital losses against capital gains and, to a limited extent ($3,000), against ordinary income. Tax credits reduce the final tax bill dollar for dollar and are more valuable than deductions. Nonrefundable credits, like the foreign tax credit and the child and dependent care credit, can reduce tax liability to zero. Refundable credits, such as the Earned Income Tax Credit (EITC) and the child tax credit, can result in a refund. Many credits have phaseouts based on income levels. Capital gains and losses can impact deductions because losses can offset gains and, to a degree, ordinary income. Short-term capital gains are taxed at ordinary income rates, while long-term gains are taxed at preferential rates. Filing and reporting is done via Form 1040, with schedules for itemized deductions (Schedule A), business income (Schedule C), and capital gains/losses (Schedule D). Taxpayers must keep records to substantiate claims. Penalties exist for underpayment, non-filing, and fraud. The Alternative Minimum Tax (AMT) ensures high-income individuals pay a minimum level of tax by disallowing certain deductions. An example illustrates how to apply these concepts, including calculating above-the-line deductions, choosing between itemized and standard deductions, and determining eligibility for credits. Key steps for answering exam scenarios: identify income sources, subtract above-the-line deductions to get AGI, decide whether to itemize, factor in credits, consider capital gains/losses, and watch for specialized situations like AMT.…

Law School

1
Federal Income Tax Lecture 2: Deductions, Credits, and Reporting 19:09

منذ 14 يومًا19:09

19:09

The lecture begins by explaining deductions, emphasizing the fundamental split between above-the-line and below-the-line deductions. Above-the-line deductions, such as contributions to certain retirement accounts and student loan interest, come off a taxpayer’s gross income to yield Adjusted Gross Income (AGI). Because many credits and phaseouts use AGI thresholds, these deductions can influence eligibility for various tax benefits. Below-the-line deductions include either the standard deduction or itemized deductions like mortgage interest, state and local taxes (SALT), medical expenses above a certain AGI percentage, and charitable contributions. Taxpayers must determine which approach—standard or itemized—provides the larger benefit. Business deductions for trade or business expenses are allowed if the costs are ordinary and necessary, but purely personal or capital expenses are treated differently, often requiring capitalization and depreciation. A second area of focus is the difference between tax deductions and tax credits. While deductions reduce the amount of income subject to taxation, credits reduce the final tax owed. Credits typically appear in two main forms: nonrefundable credits, which can reduce a taxpayer’s liability to zero but not below it, and refundable credits, which can generate a refund even if the taxpayer’s liability is already at zero. Examples include the Earned Income Tax Credit (EITC) for lower-income workers and the American Opportunity Tax Credit for education-related expenses. Each credit may feature phaseouts once a taxpayer’s income passes certain thresholds. The lecture also explores capital gains and losses, covering the difference between short-term gains (taxed at ordinary rates) and long-term gains (often taxed at preferential rates). Netting processes allow short-term losses to offset short-term gains and long-term losses to offset long-term gains, with excess losses partially usable against other income. This interplay with deductions is crucial: capital losses can reduce other income to a limited degree, shaping a taxpayer’s overall liability. Moving on to tax filing and reporting requirements, the lecture details the forms and schedules that structure how individuals declare income, deductions, and credits. Form 1040 is the primary return, supported by schedules such as Schedule A for itemized deductions, Schedule C for sole proprietor business income, and Schedule D for capital transactions. The text underscores the importance of maintaining documentation—receipts, logs, and official acknowledgments—to validate any claimed deductions or credits. Audits and penalties can follow if taxpayers cannot substantiate their positions. Failure-to-file and failure-to-pay penalties accrue when deadlines are missed, while accuracy-related penalties may be imposed if the IRS discovers substantial understatements or fraudulent behavior. Another element is the Alternative Minimum Tax (AMT), a parallel system designed to prevent high-income taxpayers from disproportionately lowering their tax via various exclusions or preferences. Under the AMT regime, certain itemized deductions are limited or disallowed, and a specific exemption amount phases out at higher income levels. Taxpayers pay whichever tax (regular or AMT) is higher. An extended hypothetical scenario illustrates how these principles fit together in practice: A taxpayer might reduce AGI using above-the-line deductions (like student loan interest or retirement contributions), choose whether to itemize or use the standard deduction, and claim relevant credits (for child care, education, or energy). The presence of side-business income, capital gains, or questionable business expenses can complicate the return. Exam questions often require step-by-step analysis: begin with total income, subtract relevant deductions, confirm whether itemizing surpasses the standard deduction, factor in credits, and determine final tax or refund.…

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