Exam 3 Bus Law Study Guide PDF

Contracts 1. Contract: a. Premise or set of promises for which a law gives a remedy and is enforceable i. Need two parties ii. An offeror and offeree b. Becomes enforceable when the offeree and offeror accept the contract terms i. S...

Contracts 1. Contract: a. Premise or set of promises for which a law gives a remedy and is enforceable i. Need two parties ii. An offeror and offeree b. Becomes enforceable when the offeree and offeror accept the contract terms i. Sometimes more complicated: 1. There is the ability to counter: but you cannot go back to the original terms 2. The contract remains valid for some time unless regarded as not valid. 2. Counter-Offer a. Rejection of the original deal 3. Elements v Factors: a. All elements have to be there to have a personal effect b. Not all factors have to be there for personal effect 4. 4 elements of a contract a. Meeting of the minds(assent): here we have an offer and acceptance( both parties understand and agree for material terms) b. Consideration( value): exchanged both direction, offeror->offeree need to turn over something in exchange c. Capacity: persons signing have to be over 18 and in mental and physical well being to understand it d. Lawful object: has to deal a legal issue 5. Not all contracts have to be written a. Valid contracts: have all elements (above) b. Void: missing an element c. Voidable: one party can make the contract void d. Unenforceable: all 4 of these elements exist, yet they cannot come about for some other reason. 6. What should you do if someone is not following the contract? a. Breach of contract: go to a judge to have them compel an action out of an actor  b. Implied in fact contract: circumstances and conduct of both actors make a strong inference there was a contract i. It has to have a provision of goods and services and the plaintiff has to accept to get paid, and the defendant has to agree to be pay c. Quasi-contract (unjust enrichments): the facts are not fair; the actor enjoyed the value of actions; thus, there should be a return on value. 7. Case Law a. Facebook Inc v Winklevoss: i. Case Background: Facebook Inc v. Winklevoss involves a legal dispute between Facebook and the Winklevoss twins, who claimed they were co-founders of Facebook and accused Mark Zuckerberg of stealing their idea. ii. Claims: The Winklevoss twins alleged that Zuckerberg had agreed to help them create a social networking site called "ConnectU" while secretly developing Facebook. iii. Legal Proceedings: The case went through various stages in both federal and state courts, including a settlement in 2008, where the twins received $20 million and Facebook stock.Later they decided to sue, as they also accused Zuckerberg of lying about the value of Facebook stock during settlement negotiations, which affected their decision to accept the settlement offer. iv. Appeals: The Winklevoss twins later appealed the settlement, arguing it was unfair, but the courts upheld the original agreement. v. Significance= example of a void case b. Wrench LLC v Taco Bell: i. Case Background: involves a lawsuit filed by a group of Taco Bell franchisees against the company over alleged breaches of contract and mismanagement. ii. Presentation and Contract Issues: The franchisees presented a marketing proposal to Taco Bell, featuring a Chihuahua mascot. However, they did not accept the contract offered by Taco Bell, leading to a breakdown in negotiations. iii. Claims: Following the failed contract, Taco Bell aired a commercial featuring a Chihuahua mascot that the franchisees claimed was similar to  their proposed character, which they believed infringed on their branding efforts. iv. Allegations of False Promises: The franchisees accused Taco Bell of breaching the contract. Taco Bell says there never was one. v. Feisty Chihuahua: The Chihuahua mascot became a cultural icon, known for its catchphrase "Yo Quiero Taco Bell." The franchisees argued that Taco Bell's use of a similar mascot in their advertising misappropriated their marketing concept. vi. Legal Proceedings: The case included various motions and hearings as both parties presented their arguments regarding the contractual obligations and the extent of Taco Bell’s responsibilities. vii. Settlement: Ultimately, the case was settled out of court, with terms that were not publicly disclosed, allowing Taco Bell to continue operating without further litigation. viii. Significance= shows quasi-contract and Wrench LLC won. Contracts pt 2 1. Meeting of the minds: a. Intention: needs to be genuine: no fraud, not mistakes, no duress, no undue influence b. Cannot be mistaken about material terms: i. Unilateral mistake: only one side understands what is going on and another side makes a mistake. Contract is not voided unless a person who knows about the other party making a mistake and failed to correct them (cannot be a mistake) or it is unfair or due to negligence. ii. Mutual Mistake: both parties are mistaken so there is no meeting of the minds 2. Fraud: a. Fraud in the inception: one does not know the reality of the contract and the contract is deceiving the signer  b. Fraud in the inducement: party knows about contract but has been misled about background/information. (CAN BE VOIDED BY INNOCENT PARTY) i. Need: 1. False representation (material) 2. Intentional 3. Innocent party relied on it 4. Injury c. Can be through concealment. i. Silence: The contract requires parties to make certain representations ii. Innocent representations: no one acted with intention to deceive but an injury happened 3. Duress: no party can threaten another party with a wrongful act to force them to enter the contract a. Can be voided by the innocent party 4. Undue influence: one party takes advantage of a relationship or trust to get a party to sign something they otherwise wouldn’t sign a. Can be voided by innocent party 5. Statute of frauds: a. Certain contracts do have to be in writing b. If a contract is not in writing, it cannot be valid i. Marriage ii. Purchase land iii. Takes more than a yr to perform iv. Loans 6. Laws for service have a different set of standards compared to goods a. Service sin Ga b. Goods= UCC: Any tangible item 7. Merger Clause: a. AKA: entire agreement clause b. Every single material term and information on the contract overrides any previous information or after discussion or contention 8. Uniform Commercial Code: Same set of laws in every state in order to make commerce and buying and selling easier a. Buy a good for over 500$? Needs to be in contract  b. goods/loans? Over 1k have to be in writing c. Exception for statute of frauds: partial performance: both sides start to engage in contract and it is up to lawyers to decide if it is valid 9. Sellers make 3 promises: (implied warranties) a. Expressed warranty: statement made about a product: you can sue for breach of this b. Merchant ability: statement that the product is meant and can be used for its ordinary and common use. If it is not, you can: i. Return it for its full value c. Fitness for a particular purpose: statement that this good is good for a particular purpose if it isn't: i. Return for full value 10. Case Law: a. Portuguese-Santana v Rekomdiv Industries i. P.S in P.R wanted to open up as V.S and he hired Richard Domingo a business broker to do so. Domingo said, if you hire my firm Venerable LLP and a senator, it's a done deal. P.S paid them 225k and 400k for the senator. P.S finds out that V.S does own a franchise and P.R does have them so he sues for fraud. ii. Company found liable, so they settled. iii. Significance: no meeting of the minds b. Pilgrim's Pride Case i. Chicken Farmers are told they will be a long-term investment, but it is never written in their contract with Pilgrims Pride, the written contract says it can be canceled at any time. They cancel it, and the farmers sue. The Pilgrims say they have a merger clause, so it isn’t valid. ii. Holding: Pilgrims Pride is not liable. iii. Significance: merger clause and written contracts Contract Breaches 1. Remedy:  a. Damages $ b. Equitable relief: court tells someone to act in a certain way 2. ^^DEPENDS on the magnitude of breach a. Contractual component: if both people perform duties= no remedies b. Substantial performance: slight deviation from contract (minor breach: party who was insured can sue for difference in product received and expected) c. Interior performance: major breach= breach of non performance destroys the essence of contract i. Innocent party= entitled to # of $ needed to undue contract ii. ^^ $ BACK and extra to complete the contract, make the person whole (restitution) 3. Damages are broken into categories: a. Compensatory:party compensates other who was obviously hurt from the contract b. Consequential: compensate for foreseeable damages that are related to the contract c. “ is it foreseeable: should innocent party have known this would’ve happened” i. Minor forms: 1. Nominal Damages: parties aren't harmed but $. Relevant in insurance 2. Punitive damages: meant to punish wrongdoing party 3. Penalties: if you do not perform within contract time frame/limits typically not enforceable unless at the time the contract was entered into, damages were unforeseeable. Once there has been rewards it bears a reasonable amount of damages. 4. Equitable remedies: a. Specific performance: party breaches contract, court will force the party to finish contract as monetary damages are not enough (only available if contract has unique subject matter) ex: land b. Reformation: when there is some form of error in the contract that is detrimental to party, prove its an error and the court will rewrite the contract c. Injunction: court demands a person to stop or that they cannot do something 5. Collect remedies? a. Levy: sheriff takes property  b. Garnish: taking $ from plaintiff wages i. As a plaintiff: attach as many defendants as possible as to ensure remedy and $$ 6. Breach of contract: one or both parties do not do what they're supposed to do a. When can you sue for this? Cannot sue until contract time frame has expired i. Unless a party has committed an anticipatory breach: the party informs the other party they won't do it or conduct reflects they won't do it 7. How to go for breaches? a. Expressed: go to judge and say contract has been violated (written) b. Implied: implied contract, go to judge c. Unjust enrichment: tell the judge it is just not fair; there was an exchange of value for no return 8. Case Law: a. Alba v Kaufmann i. Kaufmann owned a home in NY. Albas wanted to buy, they went through inspections,deposits, and everything, but at the last minute before closing was to begin, Kauffman sent an email saying they had a change of heart and the sale was off. Albas sue. ii. Holding: ordered Kaufmans to perform the real estate contract. iii. Example of partial performance and expressed breach b. Turner Broadcasting System v Mcdavid i. A media group owned ATL hawks and another team. They were in negotiations to sell it to Mcdavid for 283 il. They had an oral agreement and in the process of creating a contract. Later, BOD Ted Turner's son in law counter offers better. They go with the counter and Mcdavid sues for breach of an implied verbal contract. ii. Holding: judge gave Mcdavid $$ damages iii. Example: implied contracts, material breach c. Washburn Case i. A man wanted to buy a condo in trump tower and few spaces of parking that was supposed to be constructed. He paid a 450k deposit and later when the towers were completed, he decided he didn't want to live there so he wanted his $ back. The builder said no, and he claimed the deposit was a penalty.  ii. Holding: Builder keeps $ Torts 1. Intentional Torts: a. Threat of immediate harm: makes a party believe there is a threat (assault) b. Battery: unlawful touching, offensive if an ordinary person would be offended i. Transferred intent doctrine: intended person to receive the harm didn't receive it, rather a third party did get the harm c. False imprisonment: someone is confined without consent, justification, and authority, (whether the person feels they can leave or not) i. Exception: shopkeepers privilege: owners can detain and investigate suspected shoplifters 1. Need: Reasonable grounds, reasonable investigation, and it to be done in a reasonable manner. d. Defamation: untrue statement of someone that causes harm( has to be published) i. Typically $$ damages ii. Spoken: slander iii. Written: libel iv. Public figure doctrine: public figure to bring a defamation suit has to prove malice or intent to harm e. Fraud: someone intentionally makes a false representation of material fact, the speaker knows to be false, the injured party relies on the raise statement and injury occurs. f. Intentional infliction of emotional distress: someone's conduct is so terrible it causes severe emotional distress. It has to be an action that is outrageous. Repulsive to the ordinary person. i. Not Outrageous or severe ?? no case. 2. Unintentional torts: a. Negligence: someone caused harm that is a foreseeable result of their actions i. Prove:  1. Obligation/duty harm-cause has an obligation/duty not to do what they did a. Every person has a reasonable duty to behave reasonably (like a reasonable prudent person) b. Professional obligations: person should act according to training/profession c. Per Se: everyone has an obligation to not break the law 2. Breach: the obligation was breached a. Need the failure to according according to ^^(above) b. Defense only needs to prove that one of these factors was violated(duty,breach,cause,etc) i. Common defense= assumption of the risk= argue that the victim assumed the risk of the situation thus injury cannot be recovered. 3. Cause: it caused… a. Actual Cause: if the action never occurred, would have the injury occured (“but for” test) b. Proximate-> foreseeable= actions have to be actual and foreseeable, is this the harm that directly results to that 4. Injury 3. Res Ipsa Loquitur: a. “The case speaks for itself” b. Can't prove a full negligence? In situations where the defendant has exclusive control over the instrument of harm, and this could only have happened if the person was negligent, something happened and we cannot prove it but it resulted in harm. 4. Limiting the # someone can recover? a. Contributory Negligence: if a person is 51% responsible for injury, you cannot recover b. Comparative Negligence: someone can only recover to the extent % of their fault/responsibility. 5. Case Law: a. Cockrell v. Wal-Mart Stores, Inc. Facts: In 1996, Wal-Mart’s loss-prevention officer, Raymond Navarro, detained Karl Cockrell, suspecting theft. Navarro took Cockrell to a manager’s office, requiring him to unclothe himself and to partially disrobe and remove a surgical bandage covering his liver transplant wound. No stolen items were found, and Cockrell was released. He subsequently suffered mental anguish, becoming reclusive and distant from his family. Walmart claimed shopkeeper's privilege but the jury disagreed. A jury awarded Cockrell $300,000 in damages for false imprisonment, which Wal-Mart appealed. Issue: Did Wal-Mart falsely imprison Cockrell by detaining him and requiring him to disrobe without evidence of theft? Holding: Yes, Wal-Mart falsely imprisoned Cockrell. Rule: False imprisonment involves unlawful detention that causes harm. Application: The court found Navarro’s actions unreasonable and humiliating, noting Cockrell’s mental distress supported his claim. Testimony from Cockrell’s family corroborated his post-incident withdrawal. Conclusion: The court affirmed the jury’s verdict, upholding the $300,000 damages award for false imprisonment. Significance= shows battery, emotional distress, and false imprisonment b. Jones v City of Seattle Facts: David Jones, a firefighter with the Seattle Fire Department, fell through an unsecured pole hole in a fire station while responding to an emergency. The fall caused serious injuries, including fractures and cognitive impairments. Jones sued the City of Seattle, alleging negligence for failing to secure the pole hole despite known risks. Evidence revealed that the City was aware of similar incidents but had not implemented adequate safety measures. A jury awarded Jones $12.75 million in damages, and the City of Seattle appealed. Issue: Was the City of Seattle negligent in failing to secure the pole hole, resulting in Jones’s injuries? Holding: Yes, the City of Seattle was negligent. Rule: A municipality can be held liable for negligence if it fails to address known hazards, resulting in injury. Application: The court found that the City’s failure to secure the pole hole despite awareness of similar risks constituted negligence. The City had a duty to ensure the safety of its fire stations, and its inaction directly led to Jones’s injuries. Conclusion: The court upheld the jury’s decision, affirming the $12.75 million damages award to Jones for the City’s negligence. significance= professional obligation c. Grady v Green Acres Facts: In December 2009, Ryan Grady, an 18-year-old experienced in winter sports, went snow tubing with friends at Green Acres, Inc. The facility had warnings on signs about the dangers of snow tubing, with disclaimers that participants assumed all risks. Grady and his friends went down a family hill, where Grady later sustained injuries after allegedly colliding with another tuber. None of Grady’s friends or Green Acres employees saw the accident, and Grady himself did not remember the incident. Grady sued Green Acres, claiming negligence for failing to provide lanes, attendants, or a designated walkway. Issue: Does primary assumption of the risk apply to bar liability for injuries arising from the inherent dangers of snow tubing? Holding: Yes, primary assumption of the risk applies, barring liability. Rule: Primary assumption of the risk bars recovery when a plaintiff voluntarily engages in an activity with known, inherent risks, and the defendant has no duty to protect against these inherent risks. Application: The court found that snow tubing carries inherent risks, including collisions with other tubers, which Grady acknowledged by his experience and signed waiver. Grady’s claims that Green Acres failed to implement additional safety measures did not constitute an “enlargement of risk” since these were inherent to the activity and visible prior to his descent. Conclusion: The court affirmed summary judgment for Green Acres, holding that Grady voluntarily assumed the risks of snow tubing, precluding his negligence claim. Significance= unintentional torts Negligence 1. Premises Liability a. The extent to which we hold a property owner for injuries that occurred on a property i. But the duty of the owner depends on status of a person or property ii. Invitee: on property for benefit of the owner= use the reasonably prudent person iii. Licensee: someone is allowed on the property but is there for own benefits= duty to refrain from reckless or willful harm iv. Trespassers= refrain from willfully harming them (exception: attractive nuisance doctrine: cannot entice a child/someone to get hurt with attractive objects) 2. Products Liability: a. Obligations of manufactures i. Duty to design= whether the design of the good is inherently dangerous 1. Ex: design precaution> or < risk x Loss a. If risk x Loss> D.P there is an obligation/liability ii. Failure to Warn: use the reasonably prudent person standard from the point of view of the consumer liability= an ordinary prudent/reasonable person would not know of the risk w/out a label iii. Build= 1. Strict liability= show that the product is not built how it should be 3. Strict Liability= a. Manufacturers building requirements b. Ultra hazardous activities= someone is hurt because of this even if you followed all of your duties: no worries about breach= a case can still prevail c. Nuclear and chemical activity= someone is hurt because of this: doesn't matter if they meet all the requirements: they can sue for negligence d. Dangerous activity: certain animals are inherently dangerous, beyond reasonable pet bounds, if someone is injured, they can sue i. Still need to prove 4 parts of negligence 4. Principal and an agent  a. Principal= party employs someone to act on their behalf b. Agent= someone acts on behalf of someone else i. Principle can be held liable for agents actions c. employee= agent, employer= principal thus the same principal ensues d. Except independent contractors=cannot be sued through principal i. Are they an independent contractor? 1. They have to be told to do the job, but now how to and cannot be controlled in their process 2. Employee? Is controlled in the process but comes with liabilities 5. Case Law a. Eco-Clean v Brown Facts: Nicholas Brown, a member of Georgia Tech's "Ramblin' Reck Club," was standing on the running board of the school’s mascot car, the Model A, while it was driven by another student. Brown held onto an interior handle, which detached during a turn, causing him to fall and sustain serious injuries. Brown sued the Board of Regents (owner of the car) and Eco–Clean, Inc. (the company that refurbished the car), claiming negligent installation or maintenance of the handle and alleging vicarious liability under the Georgia Tort Claims Act. A jury awarded Brown $2 million in damages, with liability apportioned as 32% to Brown, 34% to Eco–Clean, and 34% to the Board of Regents. Both defendants appealed. Issues: 1. Did the trial court err in denying the defendants’ directed verdict motions based on the argument that Brown assumed the risk of injury by standing on the car’s running board? 2. Was there sufficient evidence for the jury to find negligence in the installation or maintenance of the handle? 3. Did Brown fail to establish that the interior handle was unfit for its intended use? 4. Did the Board of Regents have a duty to anticipate and prevent students from engaging in unsafe practices with the car? Holding: The appellate court affirmed the trial court's decision to deny the directed verdicts. Reasoning:  1. Assumption of Risk: The court held that whether Brown assumed the risk by standing on the running board was a question for the jury. Although defendants argued Brown assumed the risk by holding a potentially unsafe handle, the court found this was not a matter of law but rather a factual issue best determined by the jury. 2. Negligence in Installation/Maintenance: The court found sufficient evidence for the jury to determine that the handle may have been negligently installed. Testimony indicated that screws were used instead of bolts, which could have compromised the handle’s stability, and expert testimony was not required on this issue as it did not involve specialized knowledge. 3. Unfit Interior Handle: Evidence suggested Eco–Clean was informed of the need for handles for students to grip while on the running board, meaning Eco–Clean could have reasonably foreseen this usage. Thus, Brown provided adequate evidence to support his claim that the interior handle was unfit as installed. 4. Board of Regents’ Liability: Evidence indicated that the driver, acting on behalf of the Ramblin' Reck Club (which was overseen by the Board of Regents), could subject the Board to liability under a theory of vicarious liability. Since the driver was performing a function related to the car’s maintenance, the Board was responsible for his negligence under the Tort Claims Act. Conclusion: The appellate court affirmed the trial court's ruling, holding that the issues of assumption of risk, negligence in installation, and vicarious liability were properly left for the jury to decide, and the evidence supported the jury’s verdict. SIGNFICANCE= comparative negligence, build, professional obligations, principal & agent relationship