Note: Sample below may appear distorted but all corresponding word document files contain proper formattingExcerpt from Essay:
parties have a contract?
The parties had a contract from the moment they agreed to the deal verbally. This is easy to prove, as X received an email from them stating their acceptance of the terms and conditions. In it, they agreed with the fax he sent them in principle. This is illustrating how there was a contract in place, based upon the email communication indicating that Company will follow the different provisions. These factors are demonstrating how X can go to court, present this information and demonstrate this relationship between the two parties. (Blond, 2007) (Le Roy, 2009)
What facts may weigh in favor or against X in terms of the parties objective intent to contract?
The specific factors that will weigh in favor of X are: the email communications and the agreement he faxed to Company A. These variables will bolster his case and show how there was consideration and acceptance between the two sides. This makes the contract enforceable based upon these provisions. (Blond, 2007) (Le Roy, 2009)
The biggest factor that will hurt X's position, is the there was no formal agreement in between the two sides. This will involve everyone signing and sending each other the contract. When this happens, the accord is considered to be legally binding. Company A will argue that they never intended to buy his products and were negotiating with him about the agreement. During this process, there will be offers and counteroffers made. After continuing to negotiate, the management decided that they wanted to go another direction and changed their mind. This is from the negations not producing a contract which met their specifications. As a result, Company A will claim how there never was an agreement between the two sides. (Blond, 2007) (Le Roy, 2009)
Does the fact that the parties were communicating by email have any impact on analysis in the above?
Yes. Email communication has an impact on the analysis of the situation. This is because the correspondence between these parties is written based upon evidence of their intent. In a court of law, this can be used to show how both sides accepted and agreed to the various provisions. This makes it enforceable despite the fact that there was no formalized contract signed. (Meena, 2008) (Le Roy, 2009)
Moreover, the fact that X did not receive a timely response to anything he submitted and waited several months is indicating acceptance of the contract. This is illustrating how an implied agreement is in place after the fax was sent to management. Under these provisions, the contract does not have to be expressed in words. Instead, it is enforced based upon the actions of the different parties. The fact that Company A did not send him any kind of response declining these terms immediately is illustrating this. (Meena, 2008) (Le Roy, 2009)
As a result, both parties were communicating by email. This is indicating how there is an agreement based upon written evidence. These variables are showing how it is enforceable. If the management of Company A had rejected the agreement, they could have easily sent X an email stating their intent. The fact that they waited so long and did not state this, is illustrating an implied contract. This makes it enforceable. (Meena, 2008) (Le Roy, 2009)
What role does the statue of frauds play in this contract?
The statute of frauds will be used by Company A to show how there was no agreement. This is because neither side had a formal contract signed. That cemented the exchange of different services among the various parties. However, proving these claims may be difficult for Company A. This is based upon previous case precedent from Riley v. Capital Airlines, Inc. And Schwedes v. Romain. Under these rulings, if X can show that he was providing them with a service. Then, the provisions of the agreement are enforceable for what was delivered to Company A. If this is the case, one could refute the statute of frauds defense. (Hudson, 2005) (Porat, 2010)
Moreover, the statute of fraud is often limited in scope under the UCC code. This means that even if Company A uses these arguments to justify their actions. It will be difficult to demonstrate how it applies to them. As, these provisions have been limited between agreements in the delivery of products and services in any kind of formal or informal business arrangement. (Hudson, 2005) (Porat, 2010)
Could Company A avoid this contract under the doctrine of mistake?
The doctrine of mistake is when one party can void a contract by stating how they did not understand the terms and conditions. For Company A, this will be challenging as the email from its managers are showing that the terms had been accepted. This makes it difficult for them to demonstrate they were confused and did not know what they were involved in. (Hudson, 2005) (Porat, 2010)
Moreover, X can illustrate how this is another tactic. Company A is utilizing to avoid following the different provisions of the agreement. In this case, the firm and its legal team will use any defensive strategies to illustrate how there was no agreement in place. Yet, it is enforceable under different interpretations and precedent. From this aspect, one could argue that Company A knew there is an informal agreement and is refusing to abide by its provisions. This is accomplished through trying anything which assists them in achieving these objectives. (Hudson, 2005) (Porat, 2010)
Would either party have any other defenses what would allow the contract to be avoided?
The most likely defense that Company A could use is to demonstrate how there was no formal agreement. This is because of a change in the management structure. As the board of directors wanted to not engage, in any new contractual arrangements until internal issues were addressed. The fact that no one contacted X for several months is indicating how the firm was addressing these problems. (Hudson, 2005) (Porat, 2010)
Moreover, Company X could claim how these actions occurred from a rouge manager. This makes them unenforceable. As he never informed the board of directors or anyone in positions of authority about the agreements he made. Once this was discovered, is the point this person was removed from the position and notified X about these changes. (Hudson, 2005) (Porat, 2010)
In this aspect, the firm could argue that they were never aware of this agreement and has since rectified the situation with X. They might use this as a way to avoid having to fulfill the terms and conditions of the contract. As they can show how that the company was unaware of what was happening and did not realize there was an agreement. Until, an internal investigation was completed. (Hudson, 2005) (Porat, 2010)
In X's situation, there is no intent in voiding the contract. This is because he will lose money and it costs him considerable amounts of time / resources. If he is able to keep these provisions in place, it will benefit him through ensuring that his products are sold to the firm. (Hudson, 2005) (Porat, 2010)
Assuming arguendo that this email does constitute an agreement, what consideration supports this agreement?
In this case, arguendo will illustrate how Company A had the intention of fulfilling the agreement. This is because managers are always placed in charge of running the organization and making decisions. The consideration that supports this; is the fact they used the phrase "the acceptance of terms and conditions" in their email. This is illustrating how they knew there was an agreement, considered the counter offer and decided to accept the basic proposal faxed to them. (Block, 2004)
Assuming Company A and X have a contract, and Company A breached the contract by not distributing…[continue]
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