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Supplement Copyright (c) 2005, 2008 B.E. Witkin Article Sixth Testamentary Trust Witkin Summary of California Law, Tenth Edition B.E. Witkin and Members of the Witkin Legal Institute Chapter I. Contracts XIX. UNUSUAL TYPES OF CONTRACTS A. [ 1007] Organic Law of Association. The relationship of unincorporated associations, such as labor unions and fraternal or professional societies, with their members, is contractual: The contract consists of the constitution and bylaws of the association. (See Mandracio v. Bartenders Union (1953) 41 C.2d 81, 85, 256 P.2d 927; Harris v. National Union of Marine Cooks & Stewards (1950) 98 C.A.2d 733, 736, 221 P.2d 136; Bernstein v. Alameda-Contra Costa Med. Assn. (1956) 139 C.A.2d 241, 253, 293 P.2d 862; Jost v. Communications Workers of America (1970) 13 C.A.3d Supp. 7, 10, 91 C.R. 722; 6 Am.Jur.2d (1999 ed.), Associations and Clubs 3, 21, 22.) These contracts, however, are usually confined to the relationship between the individual and the association, and do not impose obligations on one member to another. (See Scott v. Lee (1962) 208 C.A.2d 12, 15, 24 C.R. 824.) West's Key Number Digest, Contracts ****SUPPLEMENT**** 1 Witkin, Summary 10th (2011 supp.) Contracts , 1007, p. 165 A. [ 1007] Organic Law of Association. See 6 Am.Jur.2d (2008 ed.), Associations and Clubs 2, 20, 21. Contents Index and Tables 1 WITSUM Ch. I, 1007 END OF DOCUMENT 7

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1 WITSUM Ch. I, 1008 1 Witkin, Summary 10th (2005) Contracts , 1008, p. 1099

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Copyright (c) 2005, 2008 B.E. Witkin Article Sixth Testamentary Trust Witkin Summary of California Law, Tenth Edition B.E. Witkin and Members of the Witkin Legal Institute Chapter I. Contracts XIX. UNUSUAL TYPES OF CONTRACTS B. [ 1008] Corporation Charter. A corporation charter is a contract protected by the constitutional guarantee against impairment, but subject to the state's constitutional<<* p.1100>> reserved power. (See 8 Summary (10th), Constitutional Law, 1281; 9 Summary (10th), Corporations, 2.) And the relationship of corporation and shareholder is contractual; the contract is contained in the articles, bylaws, and applicable statutes. ( In re Mayellen Apartments (1955) 134 C.A.2d 298, 304, 285 P.2d 943; see 18A Am.Jur.2d (2004 ed.), Corporations 156 et seq.) The bylaws are also a contract among the shareholders. ( Casady v. Modern Metal Spinning & Mfg. Co. (1961) 188 C.A.2d 728, 732, 10 C.R. 790, 13 Summary (10th), Equity, 47.) Contents Index and Tables 1 WITSUM Ch. I, 1008 END OF DOCUMENT

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1 WITSUM Ch. I, 1009 1 Witkin, Summary 10th (2005) Contracts , 1009, p. 1100

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Copyright (c) 2005, 2008 B.E. Witkin Article Sixth Testamentary Trust Witkin Summary of California Law, Tenth Edition B.E. Witkin and Members of the Witkin Legal Institute Chapter I. Contracts XIX. UNUSUAL TYPES OF CONTRACTS C. [ 1009] Federal Grant. The acceptance of a federal grant under terms and conditions authorized by Congress creates a binding contract. (McDonald v. Stockton Metropolitan Transit Dist. (1973) 36 C.A.3d 436, 441, 111 C.R. 637 [federal Government has authority to enforce its rights against transit district under such contract, and private person is not entitled to seek performance by petition for mandamus].) West's Key Number Digest, Contracts Contents Index and Tables 1 WITSUM Ch. I, 1009 END OF DOCUMENT 7

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1 WITSUM Ch. I, 1010 1 Witkin, Summary 10th (2005) Contracts , 1010, p. 1100

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Supplement Copyright (c) 2005, 2008 B.E. Witkin Article Sixth Testamentary Trust Witkin Summary of California Law, Tenth Edition B.E. Witkin and Members of the Witkin Legal Institute Chapter I. Contracts XIX. UNUSUAL TYPES OF CONTRACTS D. [ 1010] Published University Regulations. An unsuccessful action for breach of contract, based on an insufficiently pleaded claim that scheduled lectures and normal academic credit were not received, produced the following statement of a contract rule: The basic legal relation between a student and a private university or college is contractual in nature. The catalogues, bulletins, circulars, and regulations of the institution made available to the matriculant become a part of the contract. (Zumbrun v. University of Southern Calif. (1972) 25 C.A.3d 1, 10, 101 C.R. 499.) (See 19 Cal. Western L. Rev. 467 [Challenging Educational Fee Increases, Program Termination and Deterioration, and Misrepresentation of Program Quality: The Legal Rights and Remedies of Students]; 51 A.L.R.3d 1003 [liability of college to student enrolled in course terminated prior to completion]; 46 A.L.R.5th 581 [liability of private school or educational institution for breach of contract arising from provision of deficient educational instruction]; 47 A.L.R.5th 1 [liability of private school or educational institution for breach of contract arising from expulsion or suspension of student].) ****SUPPLEMENT**** 1 Witkin, Summary 10th (2011 supp.) Contracts , 1010, p. 165 D. [ 1010] Published University Regulations. See Kashmiri v. Regents of Univ. of Calif. (2007) 156 C.A.4th 809, 823, 67 C.R.3d 635 [contract law applied to students' claims against state university regarding university's increase in various student fees, where fee dispute did not require inquiry into nuances of educational processes and theories, but rather required objective assessment; citing Zumbrun v. University of Southern Calif. (1972) 25 C.A.3d 1, 101 C.R. 499, text, p. 1100]. Contents Index and Tables 1 WITSUM Ch. I, 1010 END OF DOCUMENT

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1 WITSUM Ch. I, 1011 1 Witkin, Summary 10th (2005) Contracts , 1011, p. 1100

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Copyright (c) 2005, 2008 B.E. Witkin Article Sixth Testamentary Trust Witkin Summary of California Law, Tenth Edition B.E. Witkin and Members of the Witkin Legal Institute Chapter I. Contracts XIX. UNUSUAL TYPES OF CONTRACTS E. [ 1011] Unconfirmed Arbitration Award. An arbitration award that has not been confirmed or vacated has the same force and effect as a contract in writing between the parties to the<<* p.1101>> arbitration. (C.C.P. 1287.6; see Walter v. National Indem. Co. (1970) 3 C.A.3d 630, 634, 83 C.R. 803 [award becomes asset of recipient's estate if he or she dies]; 21 Williston 4th, 57:128 et seq.) The purpose of the quoted language is to make clear that arbitration awards of this type are binding as contracts even after the time for seeking their confirmation has expired. ( Doyle v. Giuliucci (1965) 62 C.2d 606, 609, 43 C.R. 697, 401 P.2d 1, supra, 49; on judgment on an arbitration award as a contract, see supra, 115.) West's Key Number Digest, Contracts Contents Index and Tables 1 WITSUM Ch. I, 1011 END OF DOCUMENT 7

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1 WITSUM Ch. I, 1012 1 Witkin, Summary 10th (2005) Contracts , 1012, p. 1101

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Copyright (c) 2005, 2008 B.E. Witkin Article Sixth Testamentary Trust Witkin Summary of California Law, Tenth Edition B.E. Witkin and Members of the Witkin Legal Institute Chapter I. Contracts XIX. UNUSUAL TYPES OF CONTRACTS F. [ 1012] Regulated Forms. In recent years, a number of statutes have been enacted that specify the form of certain contracts or regulate their provisions. The general purpose of these statutes is to protect the public from overreaching by persons whose economic power or technical knowledge make bargaining on an equal footing virtually impossible. (For a similar judicial approach to contracts of adhesion, see supra, 323.) The statutes cover a variety of matters. The following list indicates the subjects of some of the more important of these statutes and indicates where in this work they are discussed: (1) Legibility. (See supra, 123; 2 Summary (10th), Insurance, 32.) (2) Motor vehicle sales. (See 4 Summary (10th), Sales, 241 et seq.) (3) Swimming pool sales. (See 4 Summary (10th), Sales, 293.) (4) Health and dance services. (See 4 Summary (10th), Sales, 362.) (5) Retail installment sales. (See 4 Summary (10th), Sales, 272 et seq.). (6) Miscellaneous consumer protection matters. (See 4 Summary (10th), Sales, 295 et seq.) (7) Door-to-door sales. (See 4 Summary (10th), Sales, 329 et seq.) (8) Automobile liability insurance policies. (See 2 Summary (10th), Insurance, 162 et seq.) (9) Fire insurance policies. (See 2 Summary (10th), Insurance, 131, 132; 4 Summary (10th), Security Transactions in Real Property, 82 et seq.) (10) Automobile repairs. (See 4 Summary (10th), Sales, 332.) (11) Farm machinery repairs. (See 4 Summary (10th), Sales, 332.) (12) Professional malpractice insurance. (See Ins.C. 11580.01 [requiring notice that coverage is limited to

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1 WITSUM Ch. I, 1012 1 Witkin, Summary 10th (2005) Contracts , 1012, p. 1101 claims made while policy is in force]; 6 Pacific L. J. 336.) <<* p.1102>>

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(13) Health care service plans. (See Health & Saf.C. 1340 et seq. [extended regulation and enforcement by Commissioner of Corporations]; Schmidt v. Foundation Health (1995) 35 C.A.4th 1702, 1714, 42 C.R.2d 172 [Health & Saf.C. 1340 et seq. and related administrative regulations prohibit broker of health care service plans from offering commission rebates to clients]; California Med. Assn. v. Aetna U.S. Healthcare of Calif. (2001) 94 C.A.4th 151, 158, 114 C.R.2d 109 [nonwaiver clause of Health & Saf.C. 1371 did not preclude health plan from delegating to intermediaries duty to make payments to doctors providing services to plan's enrollees; nonwaiver clause simply meant that time limits had to be observed even when payment obligations have been delegated].) (14) Invention development services. (See B. & P.C. 22370 et seq., [requiring various provisions including notice of right to cancel, and statement that customer's potential patent rights may be adversely affected by any attempt to commercialize idea or invention prior to filing patent application]; 7 Pacific L. J. 307.) (15) Earthquake insurance. (See Ins.C. 10081 et seq. [requiring that, before issuance of any residential property insurance policy, insured be offered opportunity to obtain earthquake insurance].) (16) Spanish translation of commercial contract. (See supra, 124.) Contents Index and Tables 1 WITSUM Ch. I, 1012 END OF DOCUMENT

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