Exam #2 Definitions_.pdf

Exam #2 Definitions: Agency - Termination Of Agency (2) When does the Agency Contract Terminate? Termination by acts of parties - Lapse of time - Fulfillment of purpose - Occurrence of specific ev...

Exam #2 Definitions: Agency - Termination Of Agency (2) When does the Agency Contract Terminate? Termination by acts of parties - Lapse of time - Fulfillment of purpose - Occurrence of specific event - Mutual agreement by parties - Revocation of authority - Renunciation by agent Termination by operation of law - Death - Insanity - Bankruptcy - Change in circumstances - Change in law - Impossibility of performance - Disloyalty of agent - War - Agent V Principal Liability for torts crimes (2) Other agency liabilities Are there other liabilities that may arise out of the Agency Contract? - Yes, in addition to contract liabilities for the target contract, their may be Tort Liabilities as well What is Tort? - A wrongful act committed against the 3rd party by the Agent that results in damages to the 3rd part;s property or person Who is liable (has to pay) for the damages to the 3rd party? - Agent is always liable because they committed the wrongful act - Principle is also liable if Directs agent to commit tortious act Fails to provide proper instruments, tools, or adequate instructions to agent - Respondeat superior Principal liable if agent wrongfully injured third party Negligently hired - Agent Misrepresentation Agent lies to 3rd party, principal may be tortiously liable for lie If the principal told the agent to burn down the house and the agent burns down the house who is responsible (both of them) - Principle contract liability for agent acting outside of scope (1) Who is liable for target Contract liabilities when agent’s actions exceed their scope of Authority - It depends on what the 3rd party believed about the person with whom they were negotiating Did the third party reasonably believe that the agent has authority to negotiate the Target Contract? - Agent liable, principal not liable Did the third party believe the agent was mistaken about the Agent's authority to negotiate the Target Contract? Agent not liable, principal not liable If they do something other then they are hired to do they are acting out of scope Not specifically stated in the agency contract Principle can be responsible if it was estoppel or ratification Estoppel: principal through their actions leads third party to believe that another individual serves as his/her agent although no formal agreement of Agency exists between principal and purported agent Ratification: agent leads party to believe they are agent for specific principle enters contract and principal accepts/ ratifies the contract - Effect of disclosed, partially disclosed, or undisclosed principal for agency liability on contract (1) Disclosed: principal liable, agent not liable Partially disclosed: principal liable, maybe agent Undisclosed: principal liable, agent liable - Rights of agents v principals (1) The principles rights and remedies against the agent includes - Constructive trust - Avoidance - Indemnification The Agent’s rights and remedies against the principal includes - Tort and contract remedies - Demand for an accounting - Specific performance - Obligations of principals and agents (1) What obligations does the principal have to the agent - Compensation  - Reimbursement and indemnification - Cooperation - Safe working conditions What obligations does the Agent have to the Principal - Loyalty - Notification - Performance - Obedience - Accounting EMPLOYMENT LAW - Employee privacy in workplace (1) What is the Omnibus Crime Control and Safe Street Act of 1968? - Private telephone conversations of employees - Employers may ban personal calls and monitor calls for compliance, provided that they discontinue to listening to any conversation once they determine it is personal What is the Electronic Communications Privacy Act (ECPA) of 1986? - Employees’ privacy rights extend to electric forms of communication, including emails and cellular phones - ECPA outlaws intentional interception of electronic communications and the intentional disclosure/ use of information obtained through such interception Slide about emails (personal emails) Employee has a right to privacy so the employer doesn’t disclose the information to other employees - FMLA (2) Family and Medical Leave Act What does the Family Medical Leave Cover? - “Covered employees” require to provide up to 12 weeks of leave during any 12 month period - “Covered employees” 50 or more employees for at least 20 work weeks When do employers have to allow leave? - Birth or adoption of child within one year of birth/adoption - Foster child - Care of spouse, parent, or child diagnosed with serious health condition - Serious health condition that renders employee unable to perform any essential function of job - Spouse, child, or parent called to active duty What is employer required to do during leave  - Health benefits required but not pay - Allows employee to return to same or similar positions 12 weeks of unpaid leave Benefits still have to be paid - Primary v Secondary Boycott (1) Delta airlines has a union and are on strike Ask union members to not fly delta: primary boycott Head of union tells its union members that we are’t getting anywhere from boycotting delta so lets boycott coca cola who is in business with delta Secondary boycotts are illegal UCC - Enforceable laws for goods v services v mixed contracts (1) - Merchants understanding what they are doing - Knowledges, skills and expertises about what they are sellings - Delivery times, cost, market prices, conditions (understand all of that) - That's why the rules work - predominant part of the contract determines what law applies for mixed goods - Entrustment (1) If owner with Good title entrusts possession of good(s) to a merchant who deals in goods of that kind, merchant can transfer all rights in the goods to a buyer in the ordinary course of business - Delivery contract- origin v destination v common carrier (1) What are the types of common carrier delivery contracts? - Origin and destination contracts What are the characteristics of an origin shipment contract - Title transfers to buyer at time goods are places with common carrier; buyer bears risk of loss while goods are in transit What are the characteristics of destination shipment contracts? - Title transfer to buyer when received by buyer; seller bears risk of loss until goods are received at destination As it relates to title, insurable interest, risk of loss (all change) When do they change (origin destination common carrier) UPS- common carrier contract - Rights of sellers for buyer's breach (1) Seller has the right to cure  Sellers are required to deliver conforming goods (perfect tender rule) What are the remedies prior to delivery? - Cancel contract/ stop delivery/ resale What are the remedies after delivery? - Sue for price - Sue to reclaim goods What is the effect of resale? - Sellers allowed to sell the goods to another buyer or dispose of the goods when buyer is in breach and goods not delivered Seller holds buyer for any loss Preferred remedy for nobreaching sellers - Transfer of title v insurable interest v risk of loss (2) - What are the characteristics of simple delivery? Buyer and seller enter contract, buyer gets goods at time of sale or sometime later by seller’s delivery Title transfers to buyer when contract is executed Buyer has insurable interest upon receiving title Risk of loss transfers to buyer when buyer takes possession Simple delivery, common carrier Simple delivery: buying milk from publix Risk of loss transferred when i leave the presence If the cashier drops it they replace it if I drop it I replace it - Offer & Acceptance (2) How do we form contracts for a sale of goods between merchants? - Contracts for sale of goods may be made in any manner sufficient to show agreement Are offer and acceptance the same? - Offers valid even if terms left open - Mirror-image rule does not apply Does consideration still apply? - Mutual consideration required at the time the agreement is made - if/when contracts for the sale of goods between merchants are modified, new consideration is not needed - Seller defenses against breach (1) Commercial impracticability: Are these situations where failure to deliver is not breach?  - Delay in delivery or non deliver, in whole or in part, does not constitute breach if performance made impractical because contingency has occurred that was not contemplated when parties reached agreement - Effect of good v voidable v void title (1) What are the characteristics of a good title? - All the rights (possession, use, enjoyment, control) to the exclusion of ALL others How is a good title acquired? - acquired from someone who has a good title - Acquired from someone with voidable title if the third-party purchaser makes good-faith purchaser for value - Entrustment What are the characteristics of a voidable title - All the rights (possession, use, enjoyment, control) to the exclusion of everyone expect the person from whom you revered title What situation(s) result in purchasers acquiring voidable titles - Voidable contracts Buyers deceived sellers regarding his/her identity Buyers committed criminal fraud in securing goods Buyer is a minor - Failure to perform Buyer wrote a bad check - Mutual agreement Buyer and seller agreed title would no trader until later time What are the characteristics of a void title - No rights (possession, use, enjoyment, control) to the goods(s) whatsoever In what situation(s) result in someone acquiring void title? - Acquiring goods through theft - Occurring goods from someone with video title - Rights of buyers (3) Buyer has the right to inspect What are the buyer's remedies prior to delivery? - Cancel contract - Sue to recover damages - Recover the goods - Obtain specific performances What are the buyer's remedies after delivery? - Reject nonconforming goods  - Revoke acceptance of nonconforming goods - Accept nonconforming goods and seek damages - Good v voidable v void title (4) Good title is the best title possible Void isn't a title at all Voidable title is the best if no one has good title - Perfect tender rule (1) What is the effect of not delivering conforming goods - Perfect tender rule says this effectively a breach by seller - If goods or tender of delivery fail in any respect to conform to contract, buyer has right to Accept the goods Reject entire shipment Accept part and reject part Are there exceptions to the perfect tender rule? - Industry norms - Past dealings between parties - Seller’s right to cure - Excuse from performance when identified goods destroyed through no fault to parties - Substantial impairment (as it relates to revocation of acceptance and installment contracts) - Statute of frauds (1) Does the statute of frauds still apply? - Yes, we use the same rule as we learned before (MYLEGS) - Contracts for a sale of goods valued at $500 or more - Obligations of buyers (1) Buyers are obligated to accept and pay for conforming goods in accordance with terms of contract - Liquidated damages clauses (1) Are there other damages available? - Liquidated damages that are specified in contract before breach occurs Courts will enforce liquidated damages clause, provided it is reasonable and not punitive UCC Section 2-718 allows nonbreaching seller to claim against breaching buyer 20 percent of purchase price or $500, whichever is less - Default rules for contract formation (1) What terms are required for the formation of an agreement under UCC?  - Parties - Quantity - Subject matter What about other terms? The following terms will be added by default if not stated in the contract - Price: reasonable price supplied at time of delivery - Payment: due upon receipt - Delivery: seller's place of business - Time for performance: must be performed within a reasonable time - Duration of contract: termination allowed in good faith upon reasonable notification