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Memorandum: Contract Creation and Management

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MEMORANDUM: CONTRACT CREATION AND MANAGEMENT
TO: John Sullivan
FROM: Jon Sorrell
DATE: October 27, 2006
SUBJECT: Legal Environment of Business: Contract Creation and Management

The Issues
In the case of Span Systems of California and Citizen-Schwarz AG of Germany, management is essential in forging the proper attitudes and remedies necessary to maintain the current contract.

The facts of the case is that Span Systems are under a one-year contract worth $6 million to produce a Java-based transaction processing software for Citizen-Schwartz's $20 billion banking interests. Eight months into the contract, Span is currently running behind production schedule due to the many changes in C-S’s product demands and various “bugs” found in the software. C-S is asking for a rescission of the contract based on performance and has asked Span to transfer the remaining code so that they may proceed with another company.

Damages could be substantial to C-S if the contract is not fulfilled within the given time frame. Assuming that C-S is guaranteed the contract with customer e-CRM, any product delay could spell possible consequential damages e-CRM could be due. “Consequential damages are damages that result because of the breach and generally involve such damages as lost business, lost profit, or late penalties” (Business, 568). C-S could seek compensatory damages from Span to cover their loss if affected by this delay.

Remedies

Contract ambiguity has left Span and C-S in a situation where contract rescission or renegotiations are the only steps available. Three specific contract clauses will be used to remedy the current situation:

1. Breach of Contract under substantial performance of contract; 2. Breach of Contract under ‘Requirements Change’; 3. and Breach of Contract under ‘Intellectual Property Rights’.

Breach of Contract under

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