Running head: CASE SCENARIO: WEEK 4 1

Case Scenario: Week 4

Glenn Cooper
LAW/421
April 21, 2014
Professor Stacy Mealey
CASE SCENARIO: WEEK 4 2


Case Scenario: Week 4
At what point, if ever, did the parties have a contract?

From my perspective I dont think the two parties had a contract. It seems as if there was
an agreement three days before the end of the 90-day target date set in the original contract. The
original negotiation stated that there would be no distribution of product unless it was a written
contract drawn up to sign. The BTT manager sent an e-mail to Chou, and mentioned the terms of
a distribution agreement, but an email does not make the contract because neither party signed
the email an informative. The only agreement that was reached was an oral agreement and that is
also not legal, because if there is no signed contract with both signatures the contract will not
exist.


What facts may weigh in favor of or against Chou in terms of the parties objective
intent to contract?

BTT paid Chou $25,000 for the private negotiation rights to his board game, by
doing this Chou believed BTT was serious about coming to an agreement on a contract.
This would be considered in Chous favor. The only problem was both parties made an
oral agreement only, and not a written contract. So because the contract was not drafted
within the original 90-day period, the new management was not obligated to honor the
distribution of the board game, and had every right to turn Chou away instead of
CASE SCENARIO: WEEK 4 3


honoring the oral contract.

Does the fact that the parties were communicating by e-mail have any impact on
your analysis in Questions 1 and 2 (above)?

The fact that both parties were collaborating via email did not have an impact on
my examination of the situation. An e-mail is a form of electronic communication, not a
written and signed contract. Even though both parties communicated their intent and
terms of the contract, they never printed nor signed any form of a written arrangement.
This makes all of the difference when it comes to contracts. What BTT and a Chou had
was not a binding and could not be enforced.

What role does the statute of frauds play in this contract?

Under the UCC, the statue of fraud applies to a contract for the sales of goods in
excess of $500. Negotiations between BTT and Chou were in excess of $500, so the
statues of fraud would definitely apply. The UCC contracts states the statue of fraud
applies when a contract cannot be satisfied within one years time. Under these
conditions, the statute will apply. There is one element required to meet this stipulation,
and that is the signature of the party in the contract. There are courts that have ruled an
email can pass as a signed writing if the name of the individual or company is
incorporated at the finish of the email, I was not sure if Chou responded to the email
saying if he indeed agree to the terms of the contract, or included his name in writing.
CASE SCENARIO: WEEK 4 4




Could BTT avoid this contract under the doctrine of mistake? Explain. Would
either party have any other defenses that would allow the contract to be avoided?

BTT would not be able to avoid this contract under the doctrine of mistake. A
mistake is defined under contract law as the belief that is not in accord with the facts. A
mistake was not defined anywhere within this scenario. BTT has only one real defense,
and that would be that no contract was ever reached in writing nor signed by both parties.
The fact that no signatures on a contract ever existed would be a defense that Chou never
agreed to the terms and conditions. On the other hand, Chou could argue that no
agreement existed because of the time that had elapsed between communications of the
two parties

Assuming, arguendo, that this e-mail does constitute an agreement, what
consideration
There was a check for $25,000 given to BTT for the negotiating rights that shows
that BTT planned on reaching a contract agreement with Chou. Also, the two parties also
reached an oral agreement, even though oral agreements are hard to prove in court.
Lastly, BTT also sent Chou a fax asking him to send a draft of the contract for the
distribution arrangements.


CASE SCENARIO: WEEK 4 5


At the end of the scenario, BTT states that it is not interested in distributing Chous
new strategy game. Assuming BTT and Chou have a contract, and BTT has
breached the contract by not distributing the game, discuss what remedies might or
might not apply.

If the contract had occurred between BTT and Chou, and BTT breached the
contract by not distributing the game; there would be definite remedies that could apply
in the situation. Precise performances have to apply to make BTT own up to their
promise. Chou could seek compensatory damages for his losses. Including out-of-pocket
expense, and loss of potential profits if BTT honored their portion of the contract.