When taking a law school exam, you generally have some idea of the legal area being tested. If you show up for a final exam in contracts, you wouldn't expect to be questioned about criminal procedure. Unfortunately, subject areas are not so clearly demarcated when practicing law. Thus, I remind my students that clients don't walk and say "Hi, I'll be your tort law problem for today." I like to say that the first thing you need to do is figure out what legal areas are implicated by your client's problem.
A recent decision by the Fourth District Court of Appeal, C9 Ventures v. SVC-West, L.P., Case No. G044429 (Jan. 27, 2012), is an excellent illustration of this principle. The facts are relatively straightforward. SVC-West telephoned C9 and placed an order to rent eight helium filled tanks. C9 accepted the order and delivered the tanks with an invoice. The reverse side of the invoice included an indemnification provision. Unfortunately, one of the tanks fell on a young boy who was injured. SVC-West returned the tanks and paid the invoice. Both C9 and SVC-West settled a lawsuit brought by the boy's family and then C9 sought indemnification from SVC-West. [Read these facts closely as I've included a clue to the answer.]
The trial court concluded that the indemnification provision on the invoice was enforceable under Section 2207 of the California Uniform Commercial Code. Students of the UCC will recognize Section 2207 as the infamous "battle of the forms" provision. Section 2207 is usually identified as one of the most difficult provisions of the Code. SVC-West appealed and here is where I return to where this post began.
The Court of Appeal found that C9 and SVC-West entered into an oral lease [the clue is that C9 placed an order to rent]. Section 2207 is part of Division 2 which governs transactions in goods (§ 2102). Division 10 applies "to any transaction, regardless of form, that creates a lease" (§ 10102). Division 10 does not have a provision analogous to Section 2207. I commend the rest of the opinion to those with a preternatural interest in the arcana of the UCC, a subject that I enjoyed teaching for several years.
I do have a final note on the nomenclature and numbering system adopted by California. The Uniform Commercial Code refers to "articles" while California uses the term "division". Also, California chose to assign the law governing lease transactions to Division 10 rather than Article 2A.
