LAWS-1030 Rights and Responsibilities PDF

LAWS‐1030 ‐ Module 6 Contracts in Society LAWS-1030 Professor Josh Haug 1 Concepts From Last Class… Legality and Voluntary Action Legality refers to Statues, Public Good, Rest...

LAWS‐1030 ‐ Module 6 Contracts in Society LAWS-1030 Professor Josh Haug 1 Concepts From Last Class… Legality and Voluntary Action Legality refers to Statues, Public Good, Restraint of Trade, Un-Licenced or Un-Permitted. Contracts not created voluntarily when: 1 – Misrepresentation 2 – Undue Influence 3 – Threat of Violence 4 – Mistake And.. Unilateral Negligent Mistakes… 2 Remember… A Valid Contract is a deliberate agreement between two (or more) competent parties, supported by mutual consideration, to do some legal act voluntarily 3 1  LAWS‐1030 ‐ Module 6 Rights and Responsibilities 4 Module 6 Outcomes Privity of Contract Primary and Secondary Rights and Obligations Assignment of Rights and Obligations 5 Exchange of Rights and Responsibilities https://www.quotemaster.org/Rights+And+Responsibilities 6 2  LAWS‐1030 ‐ Module 6 Rights and Responsibilities Recall from Module #1 reading… Our rights are associated with others and impose a duty on them to not to interfere. In contracting our Rights create Responsibilities (or obligations) on the other party (parties), and vice versa… 7 Privity of Contract “A person cannot incur liability under a contract to which he or she are not a party” Contractual rights and responsibilities extend only to those whose names are on the agreement, or between whom the agreement has been made. Of course… exceptions… Contemporary Canadian Business Law – Pg. 212. 8 Statutory Rights …are always in existence – one cannot contract away basic statutory rights …regularly extend to third parties regardless of privity of contract Textbook example: third party beneficiary contracts… life insurance Statutory right to demand performance 9 3  LAWS‐1030 ‐ Module 6 Primary and Secondary… Responsibilities = Obligations Primary Rights and Obligations vs. Other/Secondary Rights and Obligations 10 Primary Rights & Obligations ABC Construction contracts with Smith to build a home for $200,000. What is Smith’s Primary Right? What is Smith’s Primary Obligation? What is ABC’s Primary Right? What is ABC’s Primary Obligation? 11 Articles of Agreement Typically contain the primary rights and responsibilities… 12 4  LAWS‐1030 ‐ Module 6 Articles of Agreement 13 Articles of Agreement To FOL… 14 Other/Secondary Rights and Responsibilities… ABC Construction (in their contract with Smith) may also agree to: Provide a building permit Clean up the jobsite upon completion Provide sanitary facilities Insure the job Secure the site Connect to Utilities 15 5  LAWS‐1030 ‐ Module 6 Or… ABC may have the right: To terminate the contract if Smith goes bankrupt; To pursue alternate means to resolve a dispute… 16 These are considered… Secondary Rights & Obligations/Responsibilities They are contained within the Terms and Conditions of the contract documents 17 Terms and Conditions… All the way to PART 12… 18 6  LAWS‐1030 ‐ Module 6 Assignment 19 Assignment of Rights The “giving away” of one’s rights or responsibilities under contract to a third party not privy to the first contract 20 Assignment of Rights Can you give away your Contractual Rights? Why would you? “…assignment is the process whereby a person, the assignor, transfers rights or benefits to another, the assignee…” https://en.wikipedia.org/wiki/Assignment_(law) 21 7  LAWS‐1030 ‐ Module 6 An Assignment of Rights: 1. Must be made in writing; 2. Must allow the assignee the same rights as the original creditor had; 3. Must have given the debtor written notice; 4. May not increase the debtor’s burden. 22 Example: “Don’t pay a cent event” Customer buys an appliance; Customer is not required to pay for a year; The debt is assigned to a financial company; In one year the financial company collects the debt. 23 An Assignment of Obligations Can one assign one’s Obligations under contract? Why would you? Not willing to take the risk; Not able to do the work – resources; Not able to do the work – labour; Legally barred – licensed work Economic feasibility 24 8  LAWS‐1030 ‐ Module 6 Assignment of Obligations “…one party to an existing contract (the "assignor") hands off the contract’s obligations and benefits to another party (the "assignee“)…” https://www.nolo.com/legal-encyclopedia/assignment-of-contract-basics- 32643.html 25 An Assignment of Obligations: 1. Must be done with the debtor’s consent; 2. The original “obligee” remains responsible and liable for the performance of the obligation and for the actions of the assignee. 26 So… In the construction industry this is called: SUBCONTRACTING 27 9  LAWS‐1030 ‐ Module 6 You Cannot Assign your Obligations When: The performance depends on the qualifications of the performer! ie: You can’t hire a “bar band” to play a concert in lieu of a “headliner” band. 28 An Assignment of Obligations May require the consent of the other party to the contract… The other party may have a “right of refusal” For Example: A Construction Contract… 29 Obligations Continued… “Neither party to the Contract shall assign the Contract or a portion thereof without the written consent of the other…” What about licensed work? The clause goes on to say… “…which consent will not be unreasonably withheld.” 30 10  LAWS‐1030 ‐ Module 6 CCDC2e - GC 1.4 31 What would be reasonable objection? Previous bad experience Bad reputation for poor workmanship A stated “prejudice” BUT… An owner, wanting to change a sub, may have to PAY for the change… 32 CCDC2e - GC 3.7 33 11  LAWS‐1030 ‐ Module 6 Primary Covenant: Primary Responsibility Continues to lie with the original party to the contract… Read about Vicarious Performance! 34 Wrap Up… 35 For Next Class and Next Week Go to FOL: Review Reading Assignment #6 and answer the associated questions Be prepared for Tutorial #6 Study… then probably study some more. Ensure you’ve done the reading. Review the slides. 36 12  LAWS‐1030 ‐ Module 6 Next Class Module 6 Tutorial and Test Review 37 13