...November 18 2008 Actress Charlize Theron had signed an endorsement contract with Raymond Weil, the exclusive Swiss watch manufacturer in 2005, an agreement that required the actress to wear only Raymond Weil watches from October 2005 through December 2006. The contract provided in part: Paragraph 8. Exclusivity As of the signing of this Agreement, Artist [Theron] commits not to wear publicly any other watches other than RW watches during the Term. Additionally, Artist hereby agrees that during the Term she shall not endorse or advertise watches or jewelry for any other person, entity or company. Furthermore, Artist agrees that she will not endorse or advertise watches or jewelry for any other person, entity or company, including for charity.... Notwithstanding the foregoing, RW acknowledges and agrees that Artist is permitted to wear jewelry of her choice in public and to awards shows during the Term. Additionally, Artist may be asked to wear non-RW watches as part of her performance in a feature film and/or television show and that such action by Artist shall not be deemed a breach by Artist, provided however, no merchandising or commercial tie-in campaign shall be allowed in connection with non-RW watches utilizing her name, voice and/or likeness in connection with such film or television show that is released and/or broadcast during the Term. This contract does not prevent RW for [sic] using other artists or celebrities to endorse its products. However...
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...‘the social contract’, but we digress. Getting back to our original point, the law of contracts plays an enormous role in many of our interactions and for the most part, there may be no real concern in regards to the performance of a contract and an agreement will be completed accordingly. However, this does not mean that issues won’t arise within a contractual relationship, and there may be circumstances where you may need to discharge a contractwhich can be done by either one, or all of the parties to the agreement, and can be discharged by either: * BY PERFORMANCE * BY MUTUAL AGREEMENT * BY SUPERVENING IMPOSSIBILITY * BY OPERATION OF LAW * BY LAPSE OF TIME * BY LAPSE OF TIME BY PERFORMANCE Before exploring the general ways in which a contract can be discharged, the most obvious way in which acontract will come to an end, is when all parties fulfil their contractual obligations and the contract has been discharged via performance. Easy. Exceptions to performance Some people may be of the belief that performance of a contract includes the executing of every aspect of the contract of which the parties had agreed upon, and if performance of every part of the agreement has not been fulfilled, then the contract has not been fully performed The common law had subsequently recognised some exceptions to the general rule other than that performance of A contract must be exact and...
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...first discuss a number of ways in which a contract can be discharged (that is, brought to an end), including the right of termination for major breach of contract. We will then consider the issue of breach of contract in further detail, with a focus on the common law remedy of damages together with the principles by which the Courts can assess damages. We will then discuss the equitable remedies for breach, chiefly specific performance and injunctions, and conclude by considering the issue of expiration of time and the loss of the right to sue. On successful completion of this lecture, you should (within the scope of the course) be able to: identify the ways in which a contract may be discharged describe discharge of a contract by performance describe discharge of a contract by agreement describe discharge of a contract by operation of law describe discharge of a contract by breach describe the remedy set respectively available for breach of condition and warranty describe and understand the remedy of damages and how the quantum of damages is assessed by the Courts describe the principle of causation describe the principle of remoteness describe the types of losses recoverable, and distinguish between pecuniary and non-pecuniary loss describe the duty of mitigation of loss describe the equitable remedies for breach and understand when they apply describe the issue of limitation of contractual actions through expiration of time DISCHARGE OF CONTRACT Ultimately...
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...INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement ("Agreement") is made and effective this 12, September, 2013, by and between ________________________________________ ("Consultant") and IQ Group et. al. LLC, IQ Homes, Larry Morgan ("Company"). Now, therefore, Consultant and Company agree as follows: 1. Engagement. Company hereby engages Consultant, and Consultant accepts engagement, to provide to Company the following services: Engineering, Marketing, Sales, Construction, Planning, Project Managment, Management, Budgeting, Training, and any related areas per agreement 2. Term. Consultant shall provide services to Company pursuant to this Agreement for a term commencing on 12, September, 2013 and ending on 12, September, 2015. 3. Place of Work. Consultant shall render services primarily at Consultant's offices, but will, upon request, provide the services at Company offices or such other places as reasonably requested by Company as appropriate for the performance of particular services. 4. Time. Consultant's daily schedule and hours worked under this Agreement on a given day shall generally be subject to Consultant's discretion, provided that Consultant and Company anticipate that Consultant shall work on average [Expected Time Working] hours per week in the performance of services pursuant to this Agreement. Company relies upon Consultant to devote sufficient time as is reasonably necessary to fulfill the spirit and purpose of this Agreement. 5. Payment. Company...
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...practice, big time toy maker, the parties involved did not have a contract. In the scenario it stated that the parties had reached an agreement 3 days prior to the end of the 90 day deadline, which was set in the negotiation period.” The exclusive negotiation agreement stipulated that no distribution contract existed unless it was in writing. Just three days before the expiration of the 90-day period”. (Melvin, 2011,). If there is no legal binding and no signature, then there is no contract. 2. Some facts weigh in favor or against Chou in terms of the parties’ objective intent to contract are • The board games were already paid out by BTT, which was $25K for the exclusive negotiation rights. This helps Chou to believe that the company had intent in arriving at a distribution agreement • An oral agreement meeting with a follow-up e-mail from the BTT manager on the key agreement. • A Fax from BTT requesting a draft for a distribution agreement contract agreement and Chou responded immediately Facts that weigh against Chou are: • The negotiation statement stated that no contract exists unless it is in writing there was no signature to bind the contract. • The 90-day deadline passed with only an oral agreement • The word “contract” has left off the e-mail received from the BTT manager • Chou failed to draft a distribution agreement contract until BTT sent a fax requesting that he do So, which took a month passed the 90-day deadline. 3. Does the fact that...
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...Breach of contract is “the nonperformance of a contractual duty” (Miller & Jentz, 2010). Charlize Theron settled a $20 million breach of contract lawsuit against her, “when Swiss watchmaker Raymond Weil claimed that Theron had worn a Christian Dior watch during a press event in 2006, despite being paid ‘substantial funds’ to exclusively wear Raymond Weil timepieces during the time in question” (Pienciak, 2008). The Plaintiff, Raymond Weil, filed suit against Defendants, Charlize Theron and Denver & Delilah Films, Inc., “seeking damages for alleged breaches of an endorsement contract and for fraud” (Weil v Theron, 2008).This paper will discuss how the contract between Raymond Weil and Charlize Theron was allegedly breached; the Defendants available defenses, and the remedies available to the Plaintiffs. Contract Denver and Delilah Film, DDF, is owned and operated by Theron. DDF is “both a film production company and a so-called ‘loanout’ corporation. A loan-out corporation enters into agreements whereby Theron renders services of various kinds to third-parties” (Weil v Theron, 2008). In May 2005, Raymond Weil made an agreement with DDF. Raymond Weil agreed to pay “DDF three million dollars in exchange for the use of Theron's image in a world-wide print media advertising campaign for Raymond Weil's ‘Shine’ watch collection” (Weil v Theron, 2008). The agreement contained a breach of contract clause, which stated, “no party shall have the right to terminate this Agreement...
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...John Becker May 17 2012 There are two elements of a contract, which are (1) an agreement; (2) legal obligation. To constitute a contract there must be an agreement. An agreement is composed of two elements, offer and acceptance. The party making the offer is known as the offeror, the party to whom the offer is made is known as the offeree. Thus, there are essentially to be two parties to an agreement. They both must be thinking of the same thing in the same sense. In other words, there must be consensus-ad-idem. All agreements are contracts if they are made by free consent of parties, competent to contract, for a lawful consideration and with a lawful object and are not hereby expressly declared to be void. Furthermore a contract is a legally enforceable promise or undertaking that something will or will not occur. There should be an intention on the part of the parties to the Law of Contracts agreement to create a legal relationship which may have elements in writing, though contracts can be made orally. A breach of contract occurs when a party who has signed a contract fails to live up to his responsibilities as specified in the contract. There is a range of legal remedies for breach of contract. For example, a person may be entitled to monetary compensation in the event that the other party fails to live up to the terms of the contract. A contract may also be canceled because of a breach or changed to include the terms the parties’ desire. In some cases, a judge may even...
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...Business I. The essential elements of a contract and the applicable remedies in the event of a breach. Four Essential Elements of a Contract An agreement must contain four essential elements to be regarded as a contract. If any one of them is missing, the agreement will not be legally binding. a. Offer There must be a definite, clearly stated offer to do something. For example: A quotation by sub-contractor to the main contractor and an offer to lease. An offer does not include ball park estimates, requests for proposals, expressions of interest, or letters of intent. An offer will lapse: * when the time for acceptance expires * if the offer is withdrawn before it is accepted * After a reasonable time in the circumstances (generally the greater the value of the contract, the longer the life of the offer). Invitation to treatAn invitation to treat is a mere declaration of willingness to enter into negotiations; it is not an offer, and cannot be accepted so as to form a binding contract. An agreement is not created if there is an acceptance of the invitation to treat.An invitation to treat is part of the preliminaries of negotiation, whereas an offer is legally binding once accepted, subject to compliance with the terms of the offer. For example: Invitations to treat are advertisements, price lists, circulars and catalogues. | b. Acceptance Only what is offered can be accepted. This means that the offer must be accepted exactly as offered without...
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...The issue is whether Luna wants to know the protection available for hirers and guarantors of a hire purchase agreement and she also want to know her rights if there is any misrepresentation made by owner or dealer in negotiations leading to the hire purchase agreement. Part III of Hire Purchase Act lays down various warranties and conditions which seek to protect hirers and guarantors. The basic difference between a breach of warranty and breach of condition are breach of conditions is a serious breach and it goes to the root of the contract, thus entitling the party not in breach to repudiate the contract and sue for damages. Breach of warranties is less serious breach which does not entitled the party not in breach to repudiate the contract bit to sue for damages only. Owner shall have good title to pass. The owner shall have the right to sell the goods at the time when the property is to pass. Second, merchantable quality in Section 7 (2) of HPA is there is an implied condition that the goods are of merchantable quality except if falls under the following situations which are where the hirer has examined the goods or a sample as regards to defects which examination bought to have revealed or if the goods are second hand goods and the agreement contains a statement to the effect that the goods are second hand and all conditions and warranties as to quality are expressly negative and the owner proves that the hirer has acknowledge in writing that the statement was bought...
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...The Law Handbook Your Practical Guide to the Law in New South Wales 11th edition Contracts 12 Author Carolyn Penfold, UNSW, Sydney The information contained in this document is as up-to-date and as accurate as possible at time of publication in August 2009. 340 The Law Handbook A consumer is a person who acquires goods or services for personal or household use. We are all consumers. Most consumer dealings, whatever their size, cost or importance, are based on a contract. The basic principles of contract law are discussed in this chapter. These apply to purely commercial transactions (such as between a manufacturing business and its supplier), as well as transactions where one of the parties is a consumer. The development of contract law Contracts under common law Contract law is largely a product of the common law – it has been developed by the courts rather than by parliament passing laws. A basic common law principle is the assumption that a contract is a bargain made freely between equal parties (freedom of contract). Because of this, courts have been unwilling to set aside or alter contracts except in very limited circumstances. Even where there has been unfairness or sharp practice the principle of sanctity of contract has generally prevailed, and contracts have been upheld. not the equality that contract law has traditionally assumed. Limited bargaining opportunity In practice there is usually little opportunity for bargaining – goods and services...
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...about a contract agreement dispute between Span Systems, an e-banking software developer and their client Citizen-Schwarz AG (C-S), a German bank, financial institution whose main purpose of procuring the software is to enter the United States retail financial services market (UOPX Website). The simulation presented both side of the dispute between these two companies. The most important issue is to settle the dispute amicably without terminating the contract. As observed on the simulation, eight months into the project, the client C-S was ready to end their agreement. Breach of contract under internal escalation procedure for dispute implemented as an amendment clause. The amended clause specified that both parties should establish a specialized committee to monitor the progress of the project. Citizen-Schwarz claims that Span Systems performance as below satisfactory and behind schedule. For lack of legal understanding, C-S believes that they have the right to have Span Systems unfinished work transferred over and terminate their contract. Span Systems claimed that the performance issues and project delays are as a result of constant changes requested by Citizen-Schwarz in regard to creation of the transaction system. Span Systems also believes that C-S has violated the contract because of the project has deviated greatly from the original. C-S was possibly trying to distribute Span Systems unfinished code to another software developer, which was another breach in contract...
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... Prepared by: DINESH KUMAR.N.G 4 Managing Director DK GROUPS OF COMPANIES 01-01-2014 Table of Contents Confidentiality Agreement 1.0 1.1 1.2 1.3 2.0 2.1 2.2 2.3 3.0 3.1 3.2 3.3 4.0 4.1 4.2 4.3 5.0 Executive Summary Objectives Mission Keys to Success Company Summary Start-up Summary Company Locations and Facilities Products Product Description Competitive Comparison Sales Literature Sourcing Technology Future Products Market Analysis Summary Market Segmentation Distribution Patterns 6 | This document is the proprietary property of DK Groups of Companies Copying or otherwise distributing the information contained herein is a breach of confidentiality agreement. DKLIFE CARE 1 4 Strictly Private & Confidential 2 0 © 5.1 5.2 5.3 6.0 6.1 6.2 6.3 7.0 7.1 7.2 7.3 8.0 8.1 Competition and Buying Patterns Main Competitors Strategies and Implementation Summary Marketing Strategy Pricing Strategy Promotion Strategy Sales programs Sales Forecast Organizational Structure Personnel Plan Important Assumptions Break-even Analysis Projected Cash Flow 7 | This document is the proprietary property of DK Groups of Companies Copying or otherwise distributing the information contained herein is a breach of confidentiality agreement. DKLIFE CARE 1 4 Strictly Private & Confidential 2 0 © Confidentiality Agreement The undersigned reader acknowledges that the information provided in this business plan is confidential; therefore, the reader...
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...the declaratory judgment act and remanded the issue of whether to award attorneys’ fees to the trial court for further proceedings. On all other issues the appeals court affirmed the trial court’s judgment. 2. Why did that person win? On the issue of the trial court's conclusion that the alleged failure of APS's resin coating products was not a material breach of the Equipment Agreement between SAVA and APS. APS won as neither the Company Formation Agreement nor the Equipment Agreement between SAVA and APS contained a warranty of the performance of the resin coating products. Nor was there an express condition in the Equipment Agreement that the resin coatings to be sold to SAVA AP would perform as warranted. Further, there was evidence that the equipment covered by the Equipment Agreement was not product specific; it could be used with any resin coating products. The evidence supportted the trial court's conclusion that the alleged failure of APS's resin coating products was not a material breach of the Equipment Agreement between SAVA and APS. On the issue of APS repudiated and breached the Equipment Agreement on August 30, 2000, when it notified SAVA that it had stopped the production of the filament winding equipment. Repudiation consists of words or actions by a contracting party which indicate that it is not going to perform its contract in the...
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...Nature A Contract is an agreement between two parties that creates an obligation to perform (or not perform) a particular duty. According to Section 2(h) of the Indian Contact Act of 1872, A Contract is - “An Agreement enforceable by law” In other words, A contract is a binding legal agreement. Thus we can say: Agreement + Enforceability by law = Contract Formation of Contract PROPOSAL/OFFER [SECTION 2(a)]: A person is said to make a proposal when “he signifies to another his willingness to do or to abstain from doing anything with a view to obtaining assent (Agree) of that other to such act or abstinence” Example: 1. Rima offers to sell her Law books to Rony . Here, Rima is offering or giving a proposal to Rony. If Rony accepts a Contact is formed. Proposal & Promise Section 2(b) of the Contract Act 1872 states that, “A proposal (Offer) when accepted becomes a promise” The person making the proposal is called the “promisor” (Offeror), and the person accepting the proposal is called the “promisee” (Offeree). [section 2(c)]. When, at the desire of the promisor, the promisee or any other person has done or abstained from doing, or does or abstains from doing, or promises to do or to abstain from doing something, such act or abstinence or promise is called a consideration for the promise. [section 2(d)]. Consideration is an important element of a Contact Agreement Thus an agreement can be defined as “Every...
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...Evidence Rule: If agreement in writing, presumed that writing contains all terms. Any oral statements will not be admitted as contractual: (Mercantile Bank of Sydney v Taylor) The P.E.R only applies if the written contract appears to be a complete record the agreement. -But partly written, partly oral contracts are an exception (Van Den Esschert v Chappell) *P.E.R was not applied due to the comment made was not in the written agreement, therefore the complete agreement consisted of the written contract PLUS the verbal assurance. If contract signed: * Parties bound even if did not read the document: (L’Estrange v Graucob) * Unless the signed contract was misrepresented: (Curtis v Chemical Cleaning & Dye Co) If a representation or promise is not a term of the contract, it is not a breach of the contract if the representation is false or the promise is broken. What is enforceable is: * A Breach of a collateral contract * A misrepresentation * A contravention of the ACL Parol Evidence Rule: If agreement in writing, presumed that writing contains all terms. Any oral statements will not be admitted as contractual: (Mercantile Bank of Sydney v Taylor) The P.E.R only applies if the written contract appears to be a complete record the agreement. -But partly written, partly oral contracts are an exception (Van Den Esschert v Chappell) *P.E.R was not applied due to the comment made was not in the written agreement, therefore the complete agreement consisted of...
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