...Case Scenario: Big Time Toymaker Ryan Sherrett LAW/421 June 10, 2013 Faculty: Mark Rorem Case Scenario: Big Time Toymaker 1. At what point, if ever, did the parties have a contract? The contract was established at the in-person meeting where the distribution agreement details were agreed upon. The fact that Chou was going to reiterate the details in writing is not required. The manager emailing the same agreed upon details confirms BTT's agreement of the terms. 2. What facts may weigh in favor of or against Chou in terms of the parties’ objective intent to contract? Some facts that may weigh in favor of Chou would be that all parties came to an agreement in person and also that a member of BTT management sent the email re-stating the details of the agreement. A fact that may weigh against Chou, however, is that no agreement was made in writing and if entirely new management is in place at BTT, there may not be any witnesses to that original in-person agreement left other than Chou himself. 3. Does the fact that the parties were communicating by e-mail have any impact on your analysis in Questions 1 and 2 (above)? It does not directly impact the analysis, but is a factor in the process only so much as it replaces a written agreement. There was an agreement that an agreement would be written up for everyone, but no indication that anyone needed to actually sign anything so the email would sufficiently satisfy the requirement. 4. What role does...
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...1. At what point, if ever, did the parties have a contract? After reading the scenario, Big Time Toymaker (BTT) and Chou did partake in an oral contract. During a meeting between BTT and Chou an oral distribution agreement was reached, also an e-mail sent by BTT to Chou confirmed the key terms of the agreement reached during the meeting. 2. What facts may weigh in favor of or against Chou in terms of the parties’ objective intent to contract? The facts in favor for Chou would oral agreement and email he received from BTT. The facts against Chou would be that there is never an actual written agreement drafted by Chou or the fact that Chou entered into an exclusive negotiation rights agreement for 90 days specifically stating, “No contract exists unless it is in writing.” Finally, no written agreement was turned in within the original 90-day period stipulated in the exclusive negotiation right. 3. Does the fact that the parties were communicating by e-mail have any impact on your analysis in Questions 1 and 2 (above)? Yes, because the email represents the acknowledgment by both parties of the distribution agreement made in the meeting despite the e-mail failing to mention the word “contract.” 4. What role does the statute of frauds play in this contract? The role of fraud applies to this scenario. “Under the Uniform Commercial Code, the statute of frauds applies to any contract for the sale of goods for $500 or more, and any lease transaction for goods...
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...deadline asking for draft b. Not in favor iv. Exclusive negotiation agreement stated that everything had to be in writing, so the negotiations and email could be viewed as part of the negotiation, no the actual contract. v. Draft done after the 90 days. 3) E-mail did impact my analysis as BTT did use terms that could be interpreted differently and put them at risk of entering a legal contract. 4) Statue of fraud is important in this as it requires specific contracts to be in writing. In this case, the statue of fraud provision is met if the writing includes quantity, signature of party, and language that would allow a reasonable person to conclude both parties intend to form a contract. The e-mail that stating the price, the language showing intent to contract, and the e-mail signature could satisfy the statue of fraud. 5) BTT could try to avoid the contract under doctrine of mistake, but they may not have a great case. They could try to state that the terms in the e-mail they sent three days before the 90 days were up were used in error. BTT could also argue that the contract was drafted after the 90 days, however Chou could argue the e-mail was a written agreement. 6) After negotiating the terms, BTT sent an email with the terms of the distribution agreement where Chou took this as written confirmation that they move forward in the deal instead of him drafting a written copy. Doctrine of promissory estoppels would apply and force...
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...Case Scenario: Big Time Toymaker 1. At what point, if ever, did the parties have a contract? Big Time Toymaker (BTT) granted Chou a binding option to enter a contract, known as an option contract. BTT (offeror) pays Chou (offeree) $25K to keep an offer open in exchange for exclusive negotiation rights for a 90-day period. Therefore, BTT purchased the rights to negotiate a distribution agreement for Chou’s invention (a board game). The agreement stipulated that at the end of the 90-day period, if the parties could not come to terms on a distribution deal. Chou would be free to enter into a contract with another distribution company and keeps the $25K. This is a valid enforceable oral contract between BTT and Chou. Upon close study, I do not believe that the parties concerned ever had a distribution agreement contract. The negotiation agreement specified that no distribution contract existed unless it was in writing. The two came to an oral agreement three days before the 90-day deadline. Immediately, following the meeting the BTT manager sent Chou an e-mail with “Strat Deal” in the subject line, reiterating the key terms of the oral distribution agreement in regard to price, time frames, and obligations of both parties (Melvin, 2011). However, there was no evidence to show that Chou ever accepted the offer via e-mail in accordance with the governing common law mailbox rule. Only an oral agreement was reached; with no legally binding draft and the signature of both parties...
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...Case Scenario: Big Time Toymaker Name Law/421 Date Instructor Case Scenario: Big Time Toymaker Was There a Contract In the scenario regarding Big Time Toymaker (BTT) and the inventor Chou BTT did grant Chou a binding option to enter into a contract at a later date. This binding contract is known as an option contract and offered the inventor $25 thousand to keep an offer open in exchange for exclusive negotiation rights during a period of time not to exceed 90 days. Essentially this option means that Big Time Toymaker purchased the rights to negotiate a distribution agreement for Chou’s invention. In this option contract prior to the end of the 90 day period if BTT and Chou could not reach an agreement on distribution then Chou would be free to enter into a contract with other business distributors while keeping the $25 thousand. This option contract is in fact a valid and enforceable contract between the two parties. Facts that weight in favor of or against Chou There are several factors that if considered weigh in favor of Chou. When Big Time Toymaker paid Chou $25 thousand for exclusive negotiation rights for his invention, Chou had a reasonable expectation that the toy company had the intent of reaching a distribution agreement. The meeting held between BTT and Chou concluded with an oral agreement and was followed up with an e-mail from the company’s manager solidifying the expectation of intent as well as specifying key terms within the agreement. Big Time...
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...Big Time Toymaker LAW/421 Big Time Toymaker This paper will discuss the Case Scenario: Big Time Toymaker along with the related questions and answers. Big Time Toymaker (BTT) is a company that specializes in board games and other toys. Their organization covers all aspects of this industry including developing, manufacturing, and distribution of board games and other toys. In this particular case scenario Big Time Toymaker was interested in a specific new strategy game called Strat invented by an individual named Chou (MELVIN, 2011). Big Time Toymaker paid Chou $25,000 for exclusive negotiation rights for a term of 90-days. Within the exclusive negotiation rights it stated that no distribution contract will exist until it’s in writing. Three days before the 90-day term ended both parties made an oral distribution agreement while in a meeting. After reaching this oral agreement Chou offered to draft a contract restating everything agreed upon orally. Before the contract was drafted by Chou, he received an e-mail from a BTT manger stating the key terms of the orally agreement, which include prices, time frames, and obligations expected of both parties (MELVIN, 2011). Chou neglected to daft a contract due to the content of the received e-mail and after some time received a fax requesting a copy of the drafted distribution agreement contract. Even though Chou delivered the contract immediately following the request several months went by without...
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...Case Scenario: Big Time Toymaker Students Name LAW/421 Date Due Instructors Name Big Time Toymaker (BTT) is a company that develops, manufactures, and distributes board games and other toys to the U.S, Mexico, and Canada. Chou is the inventor of a new strategy game he named Strat. Big Time Toymaker and Chou entered into an agreement whereby Chou would receive $25,000 in exchange for exclusive negotiation rights for a 90-day period. The agreement stipulated that no distribution contract existed unless it was in writing. This paper will explain if Big Time Toymaker and Chou had an enforceable contract and any remedies they may use. Big Time Toymaker and Chou entered in a verbal contract when both parties negotiated the terms of BTT paying Chou $25,000 in exchange for exclusive negotiation rights for a 90-day period. The parties had an oral agreement at the conclusion of their meeting, and this converted into written contract when BTT sent the email confirming that all essential contract terms had been met. This email provides evidence of BTT’s objective intent to be bound by the terms of their agreement, and we know Chou intended to be bound since he is the one seeking to enforce their agreement. The facts that weigh in favor of Chou would be the e-mail that contains all the terms of the agreement. Technically it is in writing and that was the only clause in their verbal arrangement. The facts that weigh against Chou would be that the e-mailed was not signed by either...
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...BIG TIME TOYMAKER - CASE SCENARIO 2 Big Time Toymaker - Case Scenario Upon completion of required reading of “Theory to Practice” scenario, I confidently can report that the two parties never prepared a written contract. A written contract was supposed to be created for a deal between Big Time Toymaker (BTT) a company, which develops, manufactures, and distributes board games and other toys in North American and Chou who invented a new strategy game Strat. A contract was in process even the details had been identified, however; it fell through the cracks because of the management change at BTT. Initially, BTT paid Chou $25,000 for exclusive negotiation rights for a 90-day period and held meeting where details were discuss and agreed upon. Chou received an e-mail with the details of the contract, however; nowhere on the e-mail did it note that it was a contract. A month a lapsed without any interaction between BTT and Chou than Chou received a fax from BTT requesting a draft for a distribution agreement contract. Chou took care of that immediately and did not hear back from BTT for several months. New management at BTT took over and made the decision to informed Chou that they are no longer interested. The facts weigh against Chou because there was intent to contract. An official contract was never created between the two parties, which was the requirement in the negotiations. Second, the e-mail that included all the contractual details was never identified as contract...
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...Case Scenario: Big Time Toymaker LaTeisha Allen LAW/421 March 9, 2015 Professor Angela Beetem Case Scenario: Big Time Toymaker At what point, if ever, did the parties have a contract? Both parties, Big Chou and Big Time Toymaker, entered a verbal contract which was created to the distributing a game strategy created by Chou. This contract is considered valid in that both parties were clear and met the contract requirements which a follow-up email was sent to Chou that outlined the details of what was agreed upon verbally. What facts may weigh in favor of or against Chou in terms of the parties objective intent to contract? There are several factors that weigh in favor of Chou in terms of the parties’ objective intent to the contract. First, BTT demonstrated the intent to enter a contract with Chou by offering to pay $25,000 for the exclusive distribution rights. Second, the email sent to Chou by BTT is evidence that the company was trying to solidify their oral agreement in writing. Lastly, is that Chou never secured a contract in writing with BTT. Does the fact that the parties were communicating by e-mail have any impact on your analysis in Questions 1 – 2? Absolutely, the fact that both parties were communicating through email makes this situation complicated. However, it is possible to enter a written agreement via email. Considering that Chou responded via email to BTT after their oral agreement had been reached will most definitely hold significant weight in...
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...Big Time Toymaker Jean Augustin Law/421 October 1, 2012 Thomas Wilson Abstract Big Time Toymaker (BTT) agreement with Cho for extension of exclusive distribution rights is being challenged due to a lack of written agreement. BTT reached an oral agreement which is not binding due to the stipulations in their original agreement, which states that all contracts must be in writing. Both parties have communicated the terms of the distribution agreements via email and fax, after a change in management at BTT, Cho’s verbal agreement fax, and email communications are being challenged and are not recognized as a binding contract by BTT. Case Scenario Big Time Toymaker Determining the legitimacy or the point where both parties entered into an agreement will determine if the contract is valid or unenforceable. In this scenario both parties have an oral agreement, which took place before the 90 day expiration period. According to Uniform Commercial Code (UCC) a contract can be enforced based on a larger picture that consists of (1) past commercial conduct, (2) correspondence or verbal exchanges between the parties, and (3) industry standards and norms (MELVIN, 2012, p. 182). The question is, are the agreements enforceable since both a verbal and a written agreement exists. Contract established Big Time Toymaker sent Chou a drafted agreement, the email displayed the terms of the contract, and the title of the email read ”Strat Deal”; to a reasonable person this can be construed...
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...Case Scenario: Big Time Toymaker 1. At what point, if ever, did the parties have a contract? Big Time Toymaker and Chou entered into an agreement, in exchange for negotiation rights over a 90 day period BTT paid Chou $25,000. Even though BTT and Chou had an agreement from the very beginning they did not have a contract until one of the BTT managers sent Chou the included all the key terms of the agreement. Chou was supposed to be the one to draft the agreement before he could get to it he received an email from BTT that stated everything the two parties had agreed upon such as the price, time frame, and what each party was obligated to do. 2. What facts may weigh in favor of or against Chou in terms of the parties’ objective intent to contract? There are several facts that weight in favor of Chou in terms of the parties objective intent to contract. For one BTT mislead Chou by paying $25,000 for the negotiation rights of Strat over the agreed upon time period and they did not live up to their part of the agreement. BTT also waited to end the agreement just three days before the agreement would have ended and BTT failed to respond back to Chou after they drafted the contract. Since Big Time Toymaker did not respond back to Chou it makes it seem like they were trying to stall until the 90 was over. 3. Does the fact that the parties were communicating by e-mail have any impact...
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...Running head: BIG TIME TOYMAKER Big Time Toymaker Name University Big Time Toymaker Paper A contract is an agreement between two parties that is enforceable in court. In order to have a valid contract, there are several criteria that must be met that will be explained throughout this analysis. A verbal or written agreement may result in a binding contract if the required contract criteria are met (Melvin, 2011). Contracts are put in place to protect both parties on either end of the agreement. A Big Time Toymaker (BTT) was interested in a new game that was invented by Chou. BTT entered into an agreement with Chou for exclusive rights to his inventory for a 90-day period at the cost of $25,000. This paper will discuss some pros and cons of a contract, if and when a contract should apply to a situation, and some remedies for a breach of contract. The Background of the Contract BTT and Chou made an exclusive negotiation agreement for a 90-day period. This agreement had stipulations that a contract had to be in writing within this period. Before the expiration of this period, the parties reached an oral agreement in a meeting followed by an e-mail from BTT to Chou repeating their oral agreement on paper. This electronic document reiterated the key terms of what was agreed upon in the meeting between the parties (Melvin, 2011, p. 155). With areas agreed upon, the parties should be considered under contract. Positive and Negative Facts of Agreement There are several areas...
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...Case Scenario: Big Time Toymaker Ana Corral Law421 November 25, 2013 Michael John Case Scenario: Big Time Toymaker Big Time Toymaker (BTT) develops, manufactures, and distributes board games and other toys in North America, Chou is the inventor of a new strategy game he calls Strat. BTT had an interest in distributing Strat and entered into an agreement with Chou, offering him $25,000 in exchange for exclusive negotiation rights for a 90-day period. This agreement stipulated that no distribution contract existed unless it was in writing. On day 87 of the agreement, the parties held a negotiation meeting and came to an oral agreement on the terms of the distribution agreement. Chou offered to draft the written distribution agreement and send to BTT. Before Chou could draft the contract, BTT’s manager sent Chou an e-mail with the subject line “Strat Deal” that outlined the key terms of the distribution agreement, including price, time frames, and responsibilities of both parties and their acceptance of the agreement. Chou, believing that this e-mail was the final written agreement, let one-month pass before BTT sent a fax requesting he fax over the draft distribution agreement contract. Chou immediately faxed the draft contract to BTT; however several months passed without a response from BTT. After a change in management at BTT, Chou was advised that BTT was not interested in distributing his game. This paper will review the case scenario and highlight why Chou has...
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...Case Scenario: Big Time Toymaker The Stipulation Big Time Toymaker is a board games and toys manufacturer. The company distributes products in the Americas and Canada. A strategic game called Strat was invented by Chou, and BTT made an offer to have his exclusivity for the amount of $25,000 for 90 days as long as both parties agreed and a written agreement is drawn up. The Agreement Initially, both parties have agreed to lay down a contract prior to the 90-day phase subsequent to the oral agreement addressed at the negotiation. Part of this agreement included a proviso that no distribution contract shall materialize unless the contact was done in writing. An e-mail sent by BTT manager illustrating pertinent aspects of the agreement. The message covered the timetable, pricing, and responsibilities contingent of both parties, which was a form of an agreement to a certain extent. Intent to Contract The e-mail and the payment to Chou was an indicator of intent to contract. Chou misconstrued the proposed correspondence as an alternate for the written contract, because it encompassed the attributes that would have been identifiable to the initial stated agreement. Despite Chou’s wrongful assertion on the contract, there is a clear indication that both parties have agreed to move forward with the transaction. According to the contract law, assent is “a conscious approval or confirmation of facts” (Melvin, 201, p.130), and the meeting of minds is voluntarily and communally...
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...Case Scenario: Big Time Toymaker Role and Functions of Law Law/421 September 24, 2014 David Klein Case Scenario: Big Time Toymaker 1.) At what point, if ever, did the parties have a contract? BTT sent Chou an e-mail to confirm the terms of the verbal agreement. The email included the key terms of the distribution agreement, price, and other obligations of both parties. The e-mail was a valid contract of legal promises. 2.) What facts may weigh in favor of or against Chou in terms of the parties’ objective intent to contract? The facts that may weigh in Chou favor is that he received an oral agreement and email from BTT. The facts that weight against Chou is that there was never a written agreement. Also Chou has the right to negotiate for 90 days that state, “No contract exists unless it is in writing.” There no written agreement turned in the 90 day period. 3.) Does the fact that the parties were communicating by e-mail have any impact on your analysis in questions 1 and 2? Yes, It e-mail had an impact because it emphasized the agreement made in the meeting, even though there was not any mention of the word “contract”. 4.) What role does the statue of frauds play in this contract? Chou received $25,000 for exclusive negotiation rights for a 90-day period, that did not go through. However, it is stated that any contract for under the sale of goods for $500 or more, or any lease transaction for goods $1,000 or more under the Uniform Commercial Code the...
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