...USE PARAGRAPH (1.1) TO ANSWER QUESTIONS 1 – 6: 1.1 Big Time Toymaker (BTT) develops, manufactures, and distributes board games and other toys to the United States, Mexico, and Canada. Chou is the inventor of a new strategy game he named Strat. BTT was interested in distributing Strat and entered into an agreement with Chou whereby BTT paid him $25,000 in exchange for exclusive negotiation rights for a 90-day 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, the parties reached an oral distribution agreement at a meeting. Chou offered to draft the contract that would memorialize their agreement. Before Chou drafted the agreement, a BTT manager sent Chou an e-mail with the subject line “Strat Deal” that repeated the key terms of the distribution agreement including price, time frames, and obligations of both parties. Although the e-mail never used the word contract, it stated that all of the terms had been agreed upon. Chou believed that this e-mail was meant to replace the earlier notion that he should draft a contract, and one month passed. BTT then sent Chou a fax requesting that he send a draft for a distribution agreement contract. Despite the fact that Chou did so immediately after receiving the BTT fax, several more months passed without response from BTT. BTT had a change in management and informed Chou they were not interested in distributing...
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...Aspects of Contract and Negligence for Business *Unit abstract:- Introduction to the law of contract, with a particular emphasis on the formation and operation of business contract. Business contract shall be defined within the context of law of contract and business law . The former is narrower and the later is wider but all its components are subject to the essential elements of contract. Business law which is also known as mercantile law refers to laws governing and regulating trade , industry and agriculture . It includes laws relating to Contracts , Sale of Goods , Partnership , Companies , Negotiable Instruments , Insolvency , Carriage of Goods , Arbitration..etc. The difference between the law of Tort and the law of Contract is based on obligations and liabilities . In tort the obligations are imposed by law while in contract the obligation of the parties are created by their own free will and mutual consent. Key questions : 1.What are ...
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...Contract Performance: Conditions, Breach, and Remedies Learning Outcomes Checklist After studying this chapter, students who have mastered the material will be able to: Define what a condition is used for in a contract and distinguish conditions precedent from conditions subsequent. Apply the doctrines related to good faith performance, discharge of a contract, and substantial performance. Identify the ethical dilemmas that a manager faces in the context of good faith performance. Articulate circumstances that give rise to events of discharge via mutual consent and operation of law. Recognize events that result in breach of contract and explain anticipatory repudiation. Identify the appropriate remedy available to nonbreaching parties and understand the responsibilities of an injured party to avoid and mitigate damages. Explain the rights of third parties who have rights in a contract through assignment or delegation and third-party beneficiaries. Once it has been determined that a valid and enforceable contract exists, the inquiry then necessarily focuses on whether contract obligations were faithfully met through performance by the parties. Most contracts are fully performed by the parties as contemplated, but what happens if contractual commitments are not met? This chapter continues the survey of contract law with attention to rules that govern performance and consequences of nonperformance. In this chapter, students will learn: * How conditions are used in a...
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...Atiyah: Sale of Goods The Sale of Goods 11th ed Patrick S. Atiyah , John N. Adams , Hector MacQueen ISBN13: 9780582894082 Published: April 2005 Publisher: Pearson Higher Education £47.95 Buy Note: Cases linked in the text on the right are either to BAILII reports (where available) or the Wikipedia reference. Contract Text Contents 1. Introduction 2. The Contract of Sale 3. Terms of the contract 4. Exclusion Clauses 5. Title and Passing of Property 6. Retention of Title 7. Nemo Dat 8. Performance of the Contract 9. Remedies of the Seller 10. Remedies of the Buyer 11. Articles on Sale of Goods and Contract issues 12. Drafting Sale Contracts and specimen sale contract Sponsors Student Subscription Subscribe to the 2009 Weekly Law Reports & Receive All Parts for 2008 Free! That's just £90 (£96 overseas) for two years' worth of parts (standard UK subscription cost for 2009: £450). Contact: 0207 242 6471 Recent Case Law Cases on Sale of Goods and Contract 2009 - 2000 Statutes Sale of Goods Act 1979 Sale and Supply of Goods Act 1994 The Sale and Supply of Goods to Consumers Regulations 2002 Unfair Contract terms Act 1977 Factors Act 1889 Part III Hire Purchase Act 1964: ss.27 - 29. Companion Volume The Law of Contract Monday August 19th 2013 6. Terms of the Contract There are few formalities in...
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...is an intention to create legal relations.Why? Because it is a business relationship. In the same way if the hotel had sold our room we would consider legal action of our own. A legally binding contract needs offer, acceptance, intent to create legal relations and consideration. It is the presence of intent to create legal relations and of consideration that converts a social agreement into a legal agreement. Offer Characteristics of an offer Must be certain : Gunthing v Lynn 1831 Must be differentiated from an enquiry : Harvey v Facey 1893 Must be differentiated from an intent to trade: Pharmaceutical Society of Great Britain v Boots 1953 May be to world at large (sometimes termed a unilateral offer) : Carlill v Carbolic Smokeball Co. 1893 During the build up to an agreement there is often a period of negotiation which differentiates an offer from negotiations. e.g. Harvey v Facey and must be distinguished from an intent to trade : Fisher v Bell 1961 and Pharmaceutical Society of Great Britain v Boots Cash Chemists 1953. This is due to...
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...bring an action to enforce it. This is called ‘privity’ of contract. * Price v Easton (1833) 4 B & Ad 433 * Coulls v Bagot's Executor & Trustee Co Ltd (1967) 119 CLR 460 Price v Easton 1. Original debt owed by builder to Mr Price. But the builder cannot pay 2. Mr Easton makes a promise to the builder that he will pay the builder’s debt to Price if the builder does some work for Easton 3. Builder does the work for Easton, but Easton does not pay Price. Price sues Easton to enforce promise Easton made to the builder Coulls v Bagot's Executor 1. A contract was made for stone to be quarried by O’Neill in exchange for a payment of royalties 2. Under the contract, the royalties are to be paid direct to Mrs Coulls 3. After Mr Coulls dies, his executor (Bagot) wants to know if Mrs Coulls has a contractual right to the royalties The element of intention to be bound * An agreement is only legally enforceable if the parties intended to be legally bound. * Note: The ‘intention to be legally bound’ is important because it serves to distinguish between contracts and agreements that are not enforceable in the courts. * Intention is to be judged objectively. The court asks whether, in the circumstances, a reasonable person would regard the agreement as intended to be binding. * Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256 Carlill v Carbolic Smoke Ball Co (Smoke Ball Co- Manufacturer, Mrs Carlill-Consumer) 1. The manufacturer...
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...Commercial Transactions: Complete Notes: MacDougall: 2010/2011 Term 1 • These notes are a compilation of my class notes and the course package. I also used Atiyah Sale of Goods Act for clarification at times. • The spelling and grammar below is atrocious, but I couldn't be bothered to fix it. • Good luck! Hopefully some of this is helpful. I. Introduction • This is mostly a common law course, since the SGA merely codifies as closely as possible the existent common law. • US has replaced the SGA with the UCC, which is comprehensive and covers all of commercial law. • The BC SGA also includes some material that is covered in the "Factors Act" in other jurisdictions • BC has the oldest version of the SGA in Canada o close to the original version • At its heart, commercial transactions is about buying and selling goods Property • May be real • or Personal: "choses" o chattels real o Chattels personal ▪ chose in possession (goods), meaning things that are capable of being possessed ▪ chose in action (intangibles), which cannot be possessed or seized physically, like an an account or a debt. • documentary intangibles (ie. a bank note), the document represents the intangible • pure intangible, which does not even have a document to represent it (increasingly common) Property Interests • ownership ...
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...compensation Classification of law: * International v domestic * Public v private * Substantive (rights and duties under the law) v procedural (rules of evidence and conduct) * Common (parliament and courts) v civil (legal code) * Civil actions v criminal actions Origins of Australian Law: * 1865 Colonial Laws Validity Act NSW (AUS) can pass own laws as long as they don’t conflict with England laws * 1901 Federation 6 separate states become 1 Government * 1931 Statute of Westminster legislative independence. * 1986 Australia Act Final court of appeal became the High Court The Westminster System: * A constitutional monarchy * Separation of powers 1) The Parliament Legislative 2) The Executive Government 3) The Judiciary interprets the law Making a law: 1. Draftsman drafts a Bill 2. 1st, 2nd, 3rd reading in HOR 3. 1st, 2nd, 3rd reading in Senate 4. Governor General consent 5. Bill becomes an Act and become law The Judiciary: Rule of law a means of maintaining the balance between personal freedom and legislative power in a modern democracy. Role of the courts: Impose a legally binding decision on the parties to the dispute. Features of the court hierarchy: * Provides a system of appeals * Allows different forms of hearing * Instrumental in building up precedent Courts jurisdiction: 1. Original jurisdiction authority to hear case 2. Appellate jurisdiction authority to hear...
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...CHAPTER 16 T (T or F) After an assignment, only the assignee has a right to the obligor's performance. T (T or F) The person who makes an assignment is the assignor. F (T or F) A gratuitous assignment is always revocable. F (T or F) Consideration is required in order to have a valid assignment. T (T or F) The general rule is that an assignee stands in the shoes of the assignor. He acquires the rights of the assignor but no new or additional rights. F (T or F) Arthur enters into a contract with Bob as a result of Bob's fraud in the inducement. Under the contract, Bob has the right to the payment of $100. Bob assigns the right to the $100 to Carl. Arthur may not assert the defense of fraud in the inducement to avoid paying Carl the $100. T (T or F) A gratuitous assignment is generally valid and enforceable. T (T or F) The delegation of a duty still leaves the delegator responsible for the performance of the duty. T (T or F) An incidental beneficiary has no right to enforce a contract. T (T or F) An intended donee beneficiary may enforce the contract only against the promisor. T (T or F) In some states, the vesting of a third party's rights occurs only when the third party learns of the contract and assents to it. T (T or F) Some states have statutes which prohibit an employee from assigning his future wages. F (T or F) A valid assignment requires that notice be given to the obligor. F (T...
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...terms on which the offeror intends to be bound. Can be made to a specified person, a group of people or to the general public. Must be communicated before it is effective. Must be distinguished from an invitation to treat. An invitation to treat is where one party holds him/herself out as being ready to receive offers which s/he may then accept or reject. BEA1003/BEA1003A 4 Contract FORMATION OF CONTRACT The following are examples of invitations to treat: Bidding at an auction . The display of goods in a shop window Fisher v Bell (1961) and on a supermarket shelf Pharmaceutical Society of Great Britain Ltd v Boots (1953). Advertisements (including goods/services advertised in emails and on www pages): In bi lateral contracts advertisements are invitations to treat Partridge v Crittenden (1968). BEA1003/BEA1003A 5 Contract FORMATION OF CONTRACT In unilateral contracts, advertisements are usually considered to be offers Carlill v Carbolic Smokeball Co (1893). BEA1003/BEA1003A 6 Contract FORMATION OF CONTRACT Termination of an offer. An offer can be terminated by:...
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...Elements (§71) i. To constitute consideration, a performance or a return promise must be bargained for. (§ 71(1)) Bargained for: sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise. (§71(2))(Whitten v. Greeley-Shaw: mistress; husband did not bargain) Performance may consist of: (§71(3)) a) an act other than a promise; b) a forbearance (Hamer v. Sidway: no drinking deal w/ uncle) (Duncan v. Black: empty cotton suit); c) the creation, modification, or destruction of a legal relation ii. Warnings for a lack of bargaining (from Whitten): The party proposing the contract also receives material benefit One party is vulnerable and the other takes advantage of a duress-like situation b. Consideration as Motive (§ 81) i. The fact that what is bargained for does not of itself induce the making of a promise does not prevent it from being consideration for the promise. A offers B a book for a promise of $10. Still valid consideration even if A intends to give B $10 whether or not he gets the book. ii. The fact that a promise does not of itself induce a performance or return promise does not prevent the performance or return promise from being consideration for the promise. (Earle v. Angell:$500 to attend funeral) A offers B a book for a promise...
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...13 MBA 16 – Business Law & Practice Module 01 - Law of Contract Coverage of: • Law of Contract: Definition, Essentials • Types of Contracts • Offer – Definition & Essentials • Acceptance - Definition & Essentials • Consideration – Definition & Essentials, Exceptions • Capacity of Parties • Free Consent • Quasi Contract • Legality of Object • Performance of Contract – Termination of Contract – Remedies for Breach of Contract Case Studies 1 The Indian Contract Act, 1872 The Indian Contract Act consists of the following two parts: General principals of the Law of Contracts – covered under section 1 to 75; the principles apply to all kinds of contracts irrespective of their nature Special kinds of contracts – covered under section 124 to 138 ; These special contracts are Indemnity & Guarantee (u/s124 to 147), Bailment & Pledge (u/s148 to 181) and Agency (u/s 182 to 238) in Chapter X – refer next Module 2) Section 76 to 123 – repealed by Sale of Goods Act, 1930 (refer Module 4) • • Section 239 to 266 – Chapter XI has been repealed by the Indian Partnership Act , 1932 ( not being covered separately; but major issues under different modules) The act does not affect any usage or custom of trade (u/s 1) – these prevail if reasonable & not illegal; an unique feature of this Act – most important branch of business law Some of the contracts not dealt with by the this Act are those related to Partnership, Sale of Goods (refer module 4), Negotiable...
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...INTRODUCTION TO THE LAW OF CONTRACT DEFINITION A contract may be defined as a legally binding agreement or, in the words of Sir Frederick Pollock: “A promise or set of promises which the law will enforce”. The agreement will create rights and obligations that may be enforced in the courts. The normal method of enforcement is an action for damages for breach of contract, though in some cases the court may order performance by the party in default. CLASSIFICATION Contracts may be divided into two broad classes: 1. Contracts by deed A deed is a formal legal document signed, witnessed and delivered to effect a conveyance or transfer of property or to create a legal obligation or contract. 2. Simple contracts Contracts which are not deeds are known as simple contracts. They are informal contracts and may be made in any way – in writing, orally or they may be implied from conduct. Another way of classifying contracts is according to whether they are “bilateral” or “unilateral”. 1. Bilateral contracts A bilateral contract is one where a promise by one party is exchanged for a promise by the other. The exchange of promises is enough to render them both enforceable. Thus in a contract for the sale of goods, the buyer promises to pay the price and the seller promises to deliver the goods. 2. Unilateral contracts A unilateral contract is one where one party promises to do something in return for an act of the other party, as opposed to a promise, eg, where X promises...
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...INTRODUCTION TO THE LAW OF CONTRACT DEFINITION A contract may be defined as a legally binding agreement or, in the words of Sir Frederick Pollock: “A promise or set of promises which the law will enforce”. The agreement will create rights and obligations that may be enforced in the courts. The normal method of enforcement is an action for damages for breach of contract, though in some cases the court may order performance by the party in default. CLASSIFICATION Contracts may be divided into two broad classes: 1. Contracts by deed A deed is a formal legal document signed, witnessed and delivered to effect a conveyance or transfer of property or to create a legal obligation or contract. 2. Simple contracts Contracts which are not deeds are known as simple contracts. They are informal contracts and may be made in any way – in writing, orally or they may be implied from conduct. Another way of classifying contracts is according to whether they are “bilateral” or “unilateral”. 1. Bilateral contracts A bilateral contract is one where a promise by one party is exchanged for a promise by the other. The exchange of promises is enough to render them both enforceable. Thus in a contract for the sale of goods, the buyer promises to pay the price and the seller promises to deliver the goods. 2. Unilateral contracts A unilateral contract is one where one party promises to do something in return for an act of the other party, as opposed to a promise, eg, where...
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...BUSINESS LAW BLO1105 2014 Prepared by Darren Parker BLO1105 – Business Law ------------------------------------------------- Business Law Students’ Manual ------------------------------------------------- 2014 Edition This Manual contains materials essential for all students undertaking Business Law, including: * ------------------------------------------------- Course Guide for Business Law; * ------------------------------------------------- Unit of Study Syllabus for Business Law: * ------------------------------------------------- Lecture Program for the Unit of Study; * ------------------------------------------------- Tutorial Programs and Questions; * ------------------------------------------------- Past Examination Papers; and * ------------------------------------------------- Other essential data regarding the Unit of Study. Manual and Tutorial Program compiled by Darren Parker (College of Law and Justice) VICTORIA LAW SCHOOL College of Law and Justice Unit Coordinator – Robert Alvarez Robert.Alvarez@vu.edu.au TABLE OF CONTENTS ------------------------------------------------- ITEM DESCRIPTION PAGE/S NUMBER 1. Table of Contents 2 2. Introduction 3 3. Assessment 4 4. Assignment instructions 4 -17 5. Assignment Topics for 2014 18-21 6. Tutorial...
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