CONTRACTS 
Monday, June 20, 2011, 08:04 AM
Posted by Administrator
In the 70s, I sold Volkswagens at Volkswagen of Bayside (near where Northern Blvd. goes over the Cross Island Parkway). I was 9 years old and a couple of years out of college. Here is one thing I noticed:

Dentists read the car-buying contract before they signed it. Accountants read it. Plumbers read it. Lawyers didn't read it...they just signed.

At the time, I thought that lawyers didn't read it because they were tricky little devils and knew they could get out of whatever it was they were signing. Years later, I found out that lawyers signed without reading because they knew that if they wanted to buy the car...they had to sign the contract. And that neither I nor Management nor even Sandford Schlit, the "dealer", himself, was going to change the contract or negotiate the terms just to get the lawyer to pay $10,500 for a Scirroco. (Are any Scirrocs still on the read?).

In law school, where classes are taught largely on the basis of the decisions of appeals courts in particular lawsuit cases, in one of my classes we discussed a case involving the second of my post-college employers: The Burroughs Corporation. Burroughs was sued because one of their customers did not so much like it that the million dollar computer they bought from Burroughs did not work-at all. The appellate court...following established law....decided that since Burrough's contract said "THERE IS NO WARRANTY OF MERCHANTIBILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE" the computer didn't have to compute. It was enough that Burroughs delivered a box full of wires and vacumn tubes and electro-mechanical switches and servos. The customer lost the case.

One of my clients, iScoot Palm Beach (Witt Palm Beach's premier renter of motor scooters), just signed a 30 page lease for a small space on the corner of S. Dixie and Fern. The lease wss written by a New York lawyer and probably relates best to Manhattan skyscrapers. For instance, it won't be able to have people wash the windows in violation of the labor laws and it will have to comply with a bunch of New York codes and regulations. But, I couldn't expect the landlord to re-write his lawyer-friend's lease just to rent out this little space. And he seems like a nice guy so I figure that everyone will just ignore 29 and 1/2 pages of the lease....and, in the end, iScoot will pay rent and the landlord will let them hang onto the key.

And Burroughs would rather have made the computer work...instead of going to court and relying on their contract language to cheat the customer. But, it was the 60's and they couldn't get it to work......back then, nobody knew how.

But...Shouldn't the computer customer---paying a million dollars (of 1960s money) for new "technology" have had a lawyer negotiate a performance guaranty into the contract for sale?

You'd think.
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