All right, we're here with my friend, Brian Smith. Brian is an attorney. He's a partner at the law firm Heyl Roaster here in Champaign. There a pretty big firm throughout Illinois, they have offices all over the place. Brian practices in the areas of commercial litigation, construction law, employment law, civil rights, so he has a lot of time in the courtroom. So, I thought to be really, really cool to just talk to Brian a little about his experiences, especially with contract disputes, because in this module, we're going to be talking all about contract disputes. What happens when people reach contracts? How do you get discharged from a contract? What happens when a third party tries to assert some rights in a contract? So, to start things off, I thought I talked to Brian. Now Brian, he's a really great guy. He went to the U of I for his undergrad. He got his law degree here in 2007, just like me. So, I'm super thankful that Brian is here. So, welcome Brian. Thanks for being a part of my class. Thank you. So, if you could just start off a little bit by telling us a little about about your practice the kind of cases that you try the clients you represent. Absolutely. So, I have a pretty varied practice kind of as Michael mentioned. A lot of what I do and where it bleeds into a lot of commercial and contract disputes as often, I have a relationship with different employers in the employment law and contacts, defending employers in ADA claims, American Disabilities Act claims. It's Title 7, other things like that, and a lot of times those involve depending on the organization, contracts for employment. I do also a lot of commercial litigation, and increasingly more of that, and the commercial litigation that I do is mostly in agribusiness, and in construction law, and a little bit of collections too which often ends up carrying over and crossing over with the agribusiness side of things. Then I do a lot of civil rights work. So, defending police officers, or sheriffs, or nurses, or doctors that work in prisons things that like. Right. Very cool. Great. If you're watching this video anything, what is agribusiness? Here in Central Illinois, agribusiness is huge. This is a farming community, and agribusiness is a big deal. So, disputes that arise in agribusiness are really, really common. So, imagine you do construction, agribusiness commercial litigation, a lot of that, obviously involves contracts. Where are some of the most common types of contractual disputes that you see come across your desk? Couple of ones that immediately jumped to mind are construction problems. An owner and the general contractor entered into an agreement to do whatever it might be, whether it's build a building, put on a new roof, or something bigger, and after or during the construction, either the owner isn't pleased with the end result, or the contractor isn't pleased. Typically, if the contractor isn't please, it means they haven't been paid or not paid sufficiently in their minds. That leads to a dispute. Then, on the agribusiness side, a lot of times that involves services that have been either provided, or that will be provided in payments that haven't been made. Okay. Terrific. Now, let me ask you in the construction litigation, we all know that oftentimes an owner of a property will enter a new contract with a general contractor, but then that person will oftentimes hire other people to actually do the work and delegate it out to them. Do you run into disputes where that process of delegation caused the problem? That's one of the most frequent come occurrences in construction litigation, because often, what happens, I kind of joke that a lot of times a general contractor, the only tool that they carry is a cell phone, and they're not the one out there putting on this new roof. Rather, they hire subcontractors to do that. So, if you're representing the owner, the interesting thing about that is, let's take the roof for example. You say you have an owner and they ask for a new roof to be put on and the roof leaks, and they're looking at to the general contractor, the person they have the contract with to say, "Fix our roof." Then, the general contractor is going to say, "Well, we appreciate that the roof is leaking, but we didn't put the roof on." So, the general contractor then sues whatever roofing company they subcontracted with in order to try and get it fixed. The problem that presents for the owner over here is their privity of contract is with the general contractor. So, their only recourse is against the general which is good and a bad thing. But oftentimes, the real party that is at fault is insulated from the owner. All right. Yeah. So, keep that in mind as we talk about it in a lesson coming up. We talk about delegation of duties to third parties. If you are that general contractor and you delegate your duties to somebody else, we're going to talk about, when do you remain liable? Can you get out of liability for that? Because if you're the homeowner in that case, all you care about is getting a roof that works, right? Yeah. And from a justice perspective, maybe that's right. Maybe we should only care that the person gets what they expected out of the contract. So, pay attention to that, as we go through the future lesson on delegation. So, before we sat down, you and I, were talking a little bit about UCC Article 2, which we've learned about in our class a little bit, and how that sometimes comes into play. I know, you can't disclose much about individual cases sometimes and clients, but do you ever have a sale goods issue that becomes a contract dispute that you wind up in court with? You do. The UCC is largely misunderstood, and complicated, but at the same time, heavily relied on. I think that in practice, in business practice, it's probably relied on and understood a lot of times better than the lawyers understand it, when it gets to litigation. So, I think that's one thing that's really interesting as you are from a lawyers perspective, if you get involved in a UCC case, a lot of times the lawyers that you're talking to really don't understand what is going on. But when it comes to contract formation, the UCC has a few things that deviate from standard common law, contract law, and one of those things is if a purchase order for example is sent out. You have an oral agreement for goods, and under normal contract law, that's over $500. If it's not in writing, it's worthless. But under the UCC, if you send out a purchase order and the person is a merchant, and they don't send back anything saying, "No, that wasn't our deal. You have an agreement." But if comes to my desk, the chances are that something didn't play out as anticipated there. I think what I can say in the formation stage is, "Wow, that is what the UCC says." It's going to be a lot simpler and a lot cleaner if it's papered and signed and done as if the UCC didn't exist. Okay. Yeah, that's great advice. So we learned about contract acceptance under the UCC can be different than common law contract acceptance, but maybe it's a good idea to go ahead, and take that extra step even though you don't have to, so that you don't have to end up paying. I mean, I would like for you to pay Brian a lot of money in legal fees, but you probably don't want to pay Brian a lot of money in legal fees. So, awesome. Well, Brian thanks so much for sitting down with us for a few minutes today, and for you guys viewing this video, you know this kind of stuff is real life. The things we talk about breach of contract, enforcing agreements, third party rights, the UCC contract formation, this doesn't exist in a vacuum. It happens in real life. If you get into trouble, you're going to have to go see somebody like Brian. So, think about that and keep that in mind as you watch the rest of the lessons in this module.
