8:30 – 9:00 a.m.
CHECK IN  - or -  JOIN ONLINE

9:00 – 9:05 a.m.
WELCOME & INTRODUCTION
– Arleen A. Nand, Course Chair

9:05 – 9:30 a.m.
Offer and Acceptance
Analysis of what constitutes an offer, including conduct. Plus, what constitutes acceptance – terms, differing terms, reformation, etc.
– Johanna Hyman & Arleen A. Nand

9:30 – 9:55 a.m.
Executory Contracts in Bankruptcy
The use of executory contracts for bankruptcy purposes; bankruptcy trustee’s options for executory contracts; effects and consequences of a bankruptcy trustee’s rejection of an executory contract; and potential effects and consequences of a bankruptcy trustee’s assumption of an executory contract.
– Andrew N. Page

9:55 – 10:20 a.m.
Remedies for Breach
Remedies are available to a non-breaching party under Minnesota law, including: specific performance, injunctions, recession, restitution, and reformation; the concept of “election of remedies”; the difference between expectation and reliance damages; allowance of incidental and consequential damages; when liquidated damages are allowed or considered unenforceable penalties; and contractual attorney-fee claims.
– S. Jamal Faleel & Jaime Wing

10:20 – 10:30 a.m.
BREAK

10:30 – 10:55 a.m.
Article 2 (Sales of Goods) of the UCC in Minnesota
The scope of Article 2 as it relates to contracts governed by Minnesota law, contrasted with prior common law applicable to contracts for the sales of goods; the duty of good faith; what are “goods” and how are mixed goods and services agreements handled; and requirements for a meaningful disclaimer of implied warranties.
– Michael M. Krauss

10:55 – 11:20 a.m.
Illegality: When an Agreement Is Rendered Unenforceable by Operation of Law
Various pitfalls to avoid in the negotiation and drafting of your next contract; doctrines under which performance of contractual obligations may be excused by operation of state or federal law; new and trending topics in the arena of contract illegality; and how to properly utilize and navigate an illegality defense in litigation.
– Anne M. Lockner

11:20 – 11:45 a.m.
Determining Intent and Ambiguity in a Contract
How courts analyze the meaning of a contract’s language, including:

• Is a contract ambiguous, and why does it matter;
• What to do when a contract is ambiguous;
• Tools the court uses to determine the meaning of a contract; and 
• How rules of contractual interpretation interact with rules regarding motions to dismiss and for summary judgment.  

– Jeffrey C. O’Brien

11:45 a.m. – 12:00 p.m.
Questions & Answers

12:00 – 1:00 p.m.
LUNCH (on your own)

1:00 – 1:25 p.m.
Assignment and Delegation
The general law regarding the ability to assign rights, and/or obligations under a contract; the subject matter of the contract impacts assignability, (e.g., sale of goods under the UCC, personal services); are restrictions on assignability enforceable; and distinctions between assignment, novation, and delegation of contract rights.
– CB Baga

1:25 – 1:50 p.m.
Contract Formation: Consideration – Every Contract Needs It!
Analysis of consideration: when is consideration adequate; how definite must consideration be; and what if there is a lack of consideration.
– Steven P. Katkov

1:50 – 2:15 p.m.
Precedents on Conditions Precedent
Conditions: what are they and how do they affect the operation of contracts; the difference between an express condition and an implied condition; a condition precedent versus a condition subsequent; and how does one create a condition in a contract.
– Kevin S. Sandstrom

2:15 – 2:30 p.m.
BREAK

2:30 – 2:55 p.m.
Choice of Law
Understand Minnesota’s approach to “choice of law” rules that direct courts to decide which state’s substantive law is applied; an evaluation of a uniform approach to resolving choice of law issues, regardless of whether the cause of action is torts or contract law; a review of Minnesota’s general “choice of law” principles with an emphasis on Minnesota court decisions as well as a discussion of the traditional approach to “choice of law” issues; and a presentation of practice tips for the drafting of choice of law to serve as a constructive aid to any commercial contract drafter.
– CB Baga

2:55 – 3:20 p.m.
Statute of Frauds
This session will feature COVID practice tips, plus an overview of a new and important case, Vermillion State Bank v. Tennis Sanitation, LLC.
– Chelsey Hanson & Arleen A. Nand

3:20 – 3:45 p.m.
Capacity Issues
A discussion on incompetency, incapacity, and infancy, plus coverage of Timm v. Schneider; Wood V. Newell; Conrad v. Lane; and more!
– Jeffrey C. O’Brien

3:45 – 4:00 p.m.
Questions & Answers

LIVE IN-PERSON
Thursday, August 18, 2022
Minnesota CLE Conference Center
600 Nicollet Mall, Suite 370
Seventh Street & Nicollet Mall, Third Floor City Center
Minneapolis, Minnesota

LIVE SIMULCAST
Thursday, August 18, 2022
Attend online

$245 MSBA members / $245 paralegals / $295 standard rate

Other discounts that may apply:

• Season Pass Discount
• New Lawyer Discount

Scholarships available!
Need-based scholarships are available for in-person and online seminars. For further information or to obtain a scholarship application, contact us at 800-759-8840 or customerservice@minncle.org.

Minnesota CLE is applying to the Minnesota State Board of CLE for 5.5 standard CLE credits. The maximum number of total credits attendees may claim for this program is 5.5 credits.