Download Contract Law Essentials: Formation, Breach, and Remedies and more Exams Advanced Education in PDF only on Docsity!
MGMT 446 Exam 1 Study Set
With Solution
Plaintiff - ANSWER The person claiming to have been injured (experienced damages - person, property, reputation)
Something _____ must do is physically serve the document/complaint to the
Defendant - ANSWER Person to have caused the injury
_____ can file an answer; If _____ does not file an answer, they lose by default
Law - ANSWER Providing structure to a society
Common Law - ANSWER A body of unwritten laws based on legal precedents established by the courts
Modern Law - ANSWER Rules of law that were modernized
Code Law vs. Common Law - ANSWER Code law is a systematic and comprehensive written statement of laws of a particular area of law when the code was enacted and codified; Common laws are laws that have been established as a result of decisions from older court cases
Original Jurisdiction - ANSWER All trials start here
Appellate Jurisdiction - ANSWER Courts for review, they do not conduct trials
General Jurisdiction - ANSWER Exists when a court's authority to hear cases is not significantly restricted. A court of general jurisdiction normally can hear a broad range of cases
Limited Jurisdiction - ANSWER Exists when a court's authority to hear cases is restricted to certain types of claims, such as tax claims or bankruptcy petitions
State Courts - ANSWER State courts deal with state law within their boundaries
Federal Courts - ANSWER More national courts; Deal with application of federal law
Letter of Intent (LOI) - ANSWER Not a binding contract; Simply a roadmap for lawyers to use to negotiate and draft a contract with a conductor or venue
Levels of State Courts - ANSWER 1. State Supreme Court
- State Court of Appeals
- Superior Court (Trial Court, Original Jurisdiction)
- Municipal Court (Trial Court, Original Jurisdiction)
- Small Claims Court (Trial Court, Original Jurisdiction)
Levels of Federal Courts - ANSWER 1. US Supreme Court
- Federal Court of Appeals (Circuit Courts)
- District Court (Trial Court, Original Jurisdiction)
- Courts of Limited Jurisdiction (Bankruptcy, tax, etc.)
Contracts - ANSWER Offer, Acceptance, Consideration
(Offer + Acceptance) + Consideration = Contract
any contract breaches
Statute of Frauds - ANSWER Verbal and written contracts are equally binding; Requires that personal service contracts that are not performable within one year of the contract being made must be reduced to writing to be binding
It is common for parties defending against a breach of contract action to assert that the _____ bars the enforcement of plaintiff's asserted claims
General Rule of Contract Law - ANSWER Oral and written contracts are equally enforceable
Types of Contracts that Must be in Writing - ANSWER Real Estate, Contracts with term longer than 1 year
Contract Capacity - ANSWER Understand that a contract is being made and what it's about
Cannot create a contract if: Infancy (minor), intoxication, insanity
Infancy: You can't grasp the concept of a contract being made; easily manipulated
Intoxication: You cannot form a contract if you are under the influence
Insanity: You are not in the correct headspace to make a contract
Contract Parties: Minors - ANSWER Under the common law, a minor could not bind themselves to a contract. Minors could perform work on a specific project and be paid for it, but they could not legally commit themselves to do so for an extended period. The common law presumed that minors needed a legal prerogative to disaffirm their contract obligations (either before or soon after reaching the age of majority), because their youth and
inexperience left them susceptible to ill-considered promises, or even deliberate exploitation. A minor can terminate a contract before they become an adult, if they do not do so and become an adult however, that contract then becomes binding upon them and cannot get out of it
Discharge from Contract - ANSWER Perform contract terms
Bankruptcy - ANSWER A crucial feature of _____ law is that it allows the debtor (or trustee) to reject "executory" contracts - contracts containing obligations for significant future performance. Rejection of the contract means that neither party can be required to perform in the future. The rejecting party can, however, be the target of a claim for damages that then become part of the broader array of debts to be dealt with in the reorganization plan
Definiteness - ANSWER A contract, whether it's verbal or written, cannot be too ambiguous. It has to be concrete enough to rule
Contracts must be definite or else judges cannot enforce it
Breach of Contract - ANSWER Occurs when one party in a binding agreement fails to deliver according to the terms of the agreement
Breach of Contract: Creative Control - ANSWER The right of final approval over recording video or other artistic endeavor
Once a court determines a performer's contact obligations, it must decide whether the performer breached the contract by action or inaction
Hornbook contract law requires that a breach be material before the contract can be terminated. Among the relevant factors are:
- The extend to which the non-breaching party is deprived of a benefit
performance, injunction, etc., no punitive damages permitted
Injunction - ANSWER Accomplishes the same thing at a different direction; Court order prohibiting another company from hiring a certain person
Comes in when money is not enough
3 Components of Injunction - ANSWER Temporary restraining order, preliminary injunction, permanent injunction
Temporary Restraining Order - ANSWER Judge takes time to review pleadings so they can properly brief the case; In that time, parties are not allowed to meet
Preliminary Injunction - ANSWER Judge has reviewed the pleadings from both sides, tells one party to stop until they go to trial
After the trial, they decide who the winner is
Permanent Injunction - ANSWER Tells one party to permanently stop
General Equity - ANSWER A principle of equity that contracts to perform personal services are not to be specifically enforced
Specific Performance - ANSWER A contractual remedy in which the court orders a party to actually perform its promise as closely as possible
Not permitted as a matter of law for personal service (employment contracts)
Compensatory Damages - ANSWER Intended to compensate the injured party for loss or injury
Consequential Damages - ANSWER Beyond compensatory damages; damages that can be proven to have occurred because of the failure of one party to meet a contractual obligation, a breach of contract, etc.
Punitive Damages - ANSWER To punish the other side
In order to sustain a claim for injunctive relief, a contract must: - ANSWER Be in writing
Encompass unique and extraordinary services
Guarantee minimum compensation of at least $6000 per year
Contract Obligations: Substitute Performance - ANSWER An alternate method to one provided for in the contract terms in order to fulfill the obligations under the contract
Rescission and Restitution - ANSWER Go back to the beginning
Ex: I gave you money, you gave me a violin. We will give each back to each other and forget that it ever happened.
Elvin Associates v. Aretha Franklin - ANSWER Case dealing with Statute of Frauds
The plaintiff alleges that the defendants breached a contract under which one of the defendants was to star in a New York musical production, which the plaintiff was to produce and manage. Defendants have denied that they entered into the contract upon which the plaintiff is suing and the defendants have asserted a counterclaim alleging breach by the plaintiff of a second contract relating to the same production
Issue: Was the district court the appropriate place to determine if the producer had violated a state court's injunction? No
that the defendant knew that the author had an obligation to the plaintiff first but still coerced the author to speak with them instead. Was the "best efforts" clause enforceable in this case?
Solution: No. In this case specifically, there are no objective criteria to measure whether the plaintiff or author were giving their "best efforts." From the circumstances provided, it simply was not possible to gain any definitive evidence that either side was giving their best efforts. Unless objective standards were put in place in the existing agreement, it is nearly impossible to measure efforts just from contractual obligations. Therefore, the option clause is unenforceable due to the indefiniteness of their terms and the court ultimately denied the judgment
Beastie Boys v. Monster Energy - ANSWER Case dealing with consideration and mutuality
The plaintiff filed claims of copyright infringement and of violations of the Lanham Act and the New York Civil Rights Law, arising out of the defendant's allegedly unauthorized publication of a promotional video that used as its soundtrack, a remix including songs originally composed and recorded by the plaintiffs. The defendants then brought a third party complaint against the person that made the remix of the plaintiff's song. The third party furnished the remix to the defendant. The defendant's complaint alleged that the third party authorized the defendant to make unrestricted use of the remix, including the plaintiff's original compositions and recordings
contained in it, in its promotional video. The defendant sued the third party for breach of contract and also for fraud, the latter based on the claim that the third party falsely represented to one of the defendant's employees that he had authority to permit the defendant to use the remix for its own purposes. The third party moved for summary judgment on the defendant's claims against him.
Issue: Was there a valid contract between the third party and the defendant? No
The court granted the third party's motion for summary judgment, and dismissed the defendant's third-party complaint. It was found that there was not a valid contract under New York law, since the communications between the third party and the defendant did not constitute an offer or acceptance and there was a lack of consideration. The alleged terms also did not grant the defendant the necessary rights. The defendant's fraud claim was also dismissed because it failed to show that the third party acted with fraudulent intent and that there was any motive to defraud it. Further, the summary judgment record was devoid of evidence that the defendant u
Scott Eden Management v. Kavovit - ANSWER Case dealing with contract parties: minors
Involved a child actor (the defendant), to extricate himself from contract
Several months after entering into the contract, the minor quit, pursuant to the terms of the contract, but then went to work for plaintiff's rival and solicited business from plaintiff's customers
In this case, adjustment of the equities so as to prevent unjust enrichment, leads to the conclusion that defendants must continue to pay to plaintiffs all commissions to which plaintiffs would be entitled under
De Haviland v. Warner Bros. Pictures - ANSWER Case dealing with duration
The plaintiff sought a declaratory judgment that her contract to make movies for the defendant was at an end because it had run for seven years from date of execution, the maximum term permitted pursuant to Cal Labor Code 2855. Appellant argued that the limit referred to years of actual service and excluded periods of suspension provided for in the contract. The trial court rendered judgment for the plaintiff and enjoined the defendant from seeking enforcement. The defendant sought review
Issue: Was the argument that the legislature's purpose in amending the provision that became Cal Labor Code 2855 was to expect personal services contracts from the seven year limit meritorious? No
The court affirmed but struck the injunctive provision. The court rejected the
argument that the legislature's purpose in amending the provision that became Cal. Labor Code 2855 was to except personal services contracts from the seven-year limit, holding that the amendment was made to clarify what had been redundant language, and that if the legislature had intended to do as appellant suggested, it would have used phrases that referred to "years of actual service," which had not been done. The court struck the provision granting the injunction, finding that there was no evidence to suggest that the defendant would attempt enforcement if not restrained. The limitation of the life of personal service contracts and the employees rights thereunder could not be waived
Case was affirmed
Goudal v. Cecil B. DeMille Pictures Corp. - ANSWER Case dealing with creative control
The court rejected the argument that the plaintiff's recovery should be limited because she failed to mitigate damages by seeking other employment, and instead awarded the plaintiff damages equal to the contract price.
The case was affirmed (tbh i forgot abt this case and didnt really read it lol)
The court found that the concerns did not rise ot the level of an "exceptional" circumstance that would justify abstention, As such, the court adopted the plaintiff's proposed case management plan
The court denied the defendant's motion for summary judgment on the plaintiff's non-contract claims
Harcourt Brace Jovanovich, Inc. v. Barry Goldwater - ANSWER Case dealing with satisfactory product
Involved the plaintiff for return of an advance paid to the authors of a book whose manuscript the plaintiff had rejected as "unsatisfactory." One of the editors for the plaintiff did not communicate with the authors regarding their submission and did not return the defendant's phone calls, instead conveying to another editor her unfavorable impression of the manuscript - criticizing the tone, the lack of drama, and flat writing. It is clear, both as a matter of law and from the testimony in this case, that there is an implied obligation in a contract of this kind for the publisher to engage in appropriate editorial work with the author (defendant) of a book. There is no occasion in this decision to determine the full extent or the full definition of the editorial work which is required of a publisher under the contract. Consequently, the judge concluded that the plaintiff breached its contract with the defendant by willfully failing to engage in any rudimentary editorial work or effort. Consequently, the plaintiff cannot rely on the concept that the manuscript was unsatisfactory in form and content and can be rejected. The plaintiff had
no right under its contract to reject that manuscript. The case was dismissed.
Doubleday & Company, Inc. v. Tony Curtis - ANSWER Case dealing with satisfactory product
Plaintiff had signed an agreement with defendant over work that the defendant was supposed to supply the plaintiff. The plaintiff was not able to provide proper editing services to the defendant because the defendant was being negligent with the product that they were supposed to provide. One of the plaintiff's editors suggested sending the work the defendant submitted to a "novel doctor" but the defendant's agent refused. The plaintiff cancelled its deal with the defendant, rejecting the manuscript, and demanded repayment of the $50,000 advance. When the defendant refused, the plaintiff sued, and the defendant counterclaimed for his loss of anticipated earnings from the product he submitted. For the reasons stated, the court concluded that the plaintiff had acted in good faith, and thus the defendant's counterclaim was dismissed and the plaintiff repaid its advance. The case was affirmed in part. (The defendant's counterclaim was dismissed so he had to pay back the advance he got from the plaintiff)
Zilg v. Prentice-Hall, Inc. - ANSWER Case dealing with best promotional efforts
The defendant in this case appealed the trial judgment that it had to pay
film later on that was extremely similar to the screenplay that the plaintiff had submitted but the plaintiff was not credited. The producers and defendant were held accountable and had to pay the plaintiff his due diligence.
Harry Rogers Theatrical Enterprises v. Comstock - ANSWER Case dealing with injunctive enforcement of personal service contracts/general equity doctrine
There were 2 different theaters involved in this case. The performer hired by the first theater was making more money than the president at the time but he wanted to change theaters. After various negotiations, the proposed deal fell through and then theater 2 engaged the performer. Theater 1 sued for an injunction to block the performer from performing for theater 2, and the latter 2 offered a number of legal defenses. Theater 2's intention was to buy out the performer's contract for even more money but theater 1 did not want that to happen. It seems unnecessary to go further with a recital of facts when the defendant (theater 2), who knew the performer was under a contract with the plaintiff (theater 1), was willing to risk a lawsuit and pay $1,000 a week to secure the services of the performer. The conclusion is, therefore, sustained that defendant (performer) has that personality which denotes the unusual and unique artist and enables him to pick up the attention of an audience and hold it interested, amused or in pathos until released. Where, therefore, the services of the actor are shown to be unusual, unique, or extraordinary and that the damage to the plaintiff will be irreparable and unascertainable, the latter may enjoin the performer from appearing elsewhere during the period of his contract and, even though a
negative covenant not to appear elsewhere may be lacking, such will be implied and enforced not only against those who are parties to the contract, but also restraining third parties from doing those acts which induce and continue the breach. The judgment was reversed.
Quinn v. Straus Broadcasting Group, Inc. - ANSWER Case dealing with damages for contract breach: performers vs. producers
This case involved an employment relationship (contract). The defendant hired a DJ for $250,000 a year but after a couple months, they regretted it and fired him. The defendant had cashed the DJ out of his contract and compensatory damages were paid by the radio station because they breached the contract. The DJ was infuriated that he was fired and goes to his lawyer. The DJ decided to sue for damages dealing with reputation. The court saw that the case brought forth was BS.
The company paid him out of his contract
He had no reputation to begin with
The DJ already found another job
No authority has been suggested for the proposition that loss of opportunity
