Please, read the attached 3 case analysis and respond to the questions below each of the three cases. Thank you for your help. Instructions: Please, respond to the questions below each of the three cases. This assignment should be around 500 words including only the answers. Case Analysis 11.2 Court of Appeals of Oregon, 268 Or.App. 623, 342 P.3d 1075 (2015). Background and Facts: Mark Vukanovich and Larry Kine agreed under a Letter of Understanding to work together to buy a certain parcel of real property in Eugene, Oregon, from Umpqua Bank. They expressly agreed to
View complete question Please, read the attached 3 case analysis and respond to the questions below each of the three cases. Thank you for your help. Instructions: Please, respond to the questions below each of the three cases. This assignment should be around 500 words including only the answers. Case Analysis 11.2 Court of Appeals of Oregon, 268 Or.App. 623, 342 P.3d 1075 (2015). Background and Facts: Mark Vukanovich and Larry Kine agreed under a Letter of Understanding to work together to buy a certain parcel of real property in Eugene, Oregon, from Umpqua Bank. They expressly agreed to develop the property and to split the cost and profits equally. Vukanovich shared confidential financial information with Kine that he would not otherwise have shared. The bank agreed to accept $1.6 million for the property, and a closing date was set. Kine then said that he no longer wanted to pursue the deal with Vukanovich or to buy the property. The closing did not occur. A month later, without Vukanovichs knowledge, Kine made a new offer to buy the property. At about the same time, Vukanovich made his own new offer. The bank accepted Kines offer. Vukanovich filed a suit in an Oregon state court against Kine, alleging breach of contract. The jury returned a verdict in favor of Vukanovich, awarding him $686,000 on the breach of contract claim and other damages, but the court entered a judgment in favor of Kine. Vukanovich appealed. In the Language of the Court LAGESEN, J. [Judge] * * * * * * * Plaintiffs claim for breach of contract was predicated [based] on the theory that defendant breached both the express terms of the parties Letter of Understanding and the implied covenant of good faith and fair dealing, damaging plaintiff by cutting plaintiff * * * out of an ownership interest in the property and the profits generated by the property. [Emphasis added.] * * * Based on the evidence presented at trial, the jury could permissibly find that plaintiff and defendant entered into a contract to buy the property together and that defendant breached the express terms of that contract when, after the bank accepted the parties joint offer to purchase the property * * *, defendant refused to close on the purchase and subsequently repudiated [renounced] the contract, even though defendant had the capacity to close the agreed upon * * * purchase of the property. The jury also could permissibly find that defendant lied to plaintiff about the reasons for not closing the * * * purchase of the property from the bank and used confidential information provided by plaintiff to develop a more lucrative plan for the property that cut out plaintiff, thereby breaching the implied covenant of good faith and fair dealing. Finally, the jury could find that defendants breaches damaged plaintiffthat, but for those breaches, the * * * purchase would have been completed, and plaintiff would have been a part owner of the property and would have been entitled to a share of the profits that the property was expected to earn. * * * Defendant argues that * * * after the agreement was undisputedly terminated * * *, both plaintiff and defendant made separate attempts to purchase the property. Defendant contends that his efforts to purchase the property after the contract was terminated could not constitute a breach of the parties contract because, at that point in time, both parties understood that the agreement was over and were engaging in similar conduct. The problem with defendants argument is that plaintiff ultimately did not predicate his breach of contract claim on defendants conduct of purchasing the property separately from plaintiff. Although the complaint identified defendants separate purchase of the property as among the breaches committed by defendant, plaintiffs focus at trial * * * was on * * * defendants refusal to complete the purchase of the property with plaintiff, his surreptitious [secret] use of the information that plaintiff had provided him to devise a more favorable transaction for himself * * *, and his lies to plaintiff about his reasons for not closing the deal. It is the evidence of that conduct, not the evidence of defendants conduct following the termination of the contract, that permits the finding that defendant breached the parties contract, damaging plaintiff by causing the planned * * * purchase of the property to fail. Question: Economic: What did the amount of the jurys award of $686,000 in damages represent? Explain. Case Analysis 12.2 – Spotlight on Injuries from Vaccines: Case 12.2 Basis Technology Corp. v. Amazon.com, Inc. Appeals Court of Massachusetts, 71 Mass.App.Ct. 29, 878 N.E.2d 952 (2008). Background and Facts Basis Technology Corporation created software and provided technical services for a Japanese-language Web site belonging to Amazon.com, Inc. The agreement between the two companies allowed for separately negotiated contracts for additional services that Basis might provide to Amazon. At the end of 1999, Basis and Amazon entered into stock-purchase agreements. Later, Basis sued Amazon for various claims involving these securities and for failure to pay for services performed by Basis that were not included in the original agreement. During the trial, the two parties appeared to reach an agreement to settle out of court via a series of e-mail exchanges outlining the settlement. What does it mean to agree to settle out of court? When two parties to a dispute agree to an out-of-court settlement, they are agreeing that they will no longer pursue judicial remedies (in court), but rather will resolve all issues without judicial intervention, approval, or supervision. When Amazon reneged, Basis served a motion to enforce the proposed settlement. The trial judge entered a judgment against Amazon, which appealed. In the Language of the Court SIKORA, J. [Judge] * * * * * * * On the evening of March 23, after the third day of evidence and after settlement discussions, Basis counsel sent an e-mail with the following text to Amazon counsel: [Amazon counsel]This e-mail confirms the essential business terms of the settlement between our respective clients * * *. Basis and Amazon agree that they promptly will take all reasonable steps to memorialize in a written agreement, to be signed by individuals authorized by each party, the terms set forth below, as well as such other terms that are reasonably necessary to make these terms effective. * * * * [Amazon counsel], please contact me first thing tomorrow morning if this e-mail does not accurately summarize the settlement terms reached earlier this evening. See you tomorrow morning when we report this matter settled to the Court. What does memorialize mean in a legal context? Typically, one memorializes an agreement by putting it into writing. At 7:26 a.m. on March 24, Amazon counsel sent an e-mail with a one-word reply: correct. Later in the morning, in open court and on the record, both counsel reported the result of a settlement without specification of the terms. On March 25, Amazons counsel sent a facsimile of the first draft of a settlement agreement to Basiss counsel. The draft comported with all the terms of the e-mail exchange, and added some implementing and boilerplate [standard contract provisions] terms. * * * * [Within a few days, though,] the parties were deadlocked. On April 21, Basis served its motion to enforce the settlement agreement. Amazon opposed. * * * The motion and opposition presented the issues whether the e-mail terms were sufficiently complete and definite to form an agreement and whether Amazon had intended to be bound by them. What is the issue with respect to agreements to agree, or preliminary agreements? When does a series of e-mails indicating that an out-of-court settlement has been reached become a binding agreement? Why is intent so important here? The modern view of agreements to agree is that such agreements become enforceable when the parties intended to be bound by the agreements. Intent is more important than form. * * * * We examine the text of the terms for the incompleteness and indefiniteness charged by Amazon. Provisions are not ambiguous simply because the parties have developed different interpretations of them. [Emphasis added.] * * * * We must interpret the document as a whole. In the preface to the enumerated terms, Basis counsel stated that the e-mail confirms the essential business terms of the settlement between our respective clients, and that the parties agree that they promptly will take all reasonable steps to memorialize those terms. Amazon counsel concisely responded, correct. Thus the essential business terms were resolved. The parties were proceeding to memorialize or record the settlement terms, not to create them. * * * * To ascertain intent, a court considers the words used by the parties, the agreement taken as a whole, and surrounding facts and circumstances. The essential circumstance of this disputed agreement is that it concluded a trial. * * * As the trial judge explained in her memorandum of decision, she terminated the trial; she did not suspend it for exploratory negotiations. She did so in reliance upon the parties report of an accomplished agreement for the settlement of their dispute. What is the rule of law with respect to preliminary agreements negotiated via e-mail? When the essential terms of an agreement are agreed to by both parties and it is their intention to be bound by those terms, there is a valid and binding contract. * * * * In sum, the deliberateness and the gravity attributable to a report of a settlement, especially during the progress of a trial, weigh heavily as circumstantial evidence of the intention of a party such as Amazon to be bound by its communication to the opposing party and to the court. Questions: What If the Facts Were Different? Assume that, instead of exchanging e-mails, the attorneys for both sides had agreed by telephone to all of the terms actually included in their e-mail exchanges. Would the court have ruled differently? Why or why not? Legal Environment What does the result in this case suggest that a businessperson should do before agreeing to a settlement of a legal dispute? Spotlight on Liquidated Damages: Case 19.2 Kent State University v. Ford United States District Court, Northern District of California, 2011 WL 30972 (2011). Background and Facts Gene Ford signed a five-year contract with Kent State University in Ohio to work as the head coach for the mens basketball team. The contract provided that if Ford quit before the end of the term, he would pay liquidated damages to the school. The amount was to equal his salary ($300,000) multiplied by the number of years remaining on the contract. Why are these not just damages, but rather liquidated damages? Damages typically refer to an injury that has already happened. Liquidated damages are involved as a contract provision to be paid in the event of a future breach of contract. The fact that they are liquidated means that they are settled and fixed in the contract (even though the future damages cannot be accurately determined at the time the contract is signed). Laing Kennedy, Kent States athletic director, told Ford that the contract would be renegotiated within a few years. Four years before the contract expired, however, Ford left Kent State and began to coach for Bradley University at an annual salary of $700,000. Kent State filed a suit in an Ohio state court against Ford, alleging breach of contract. The court enforced the liquidated damages clause and awarded the university $1.2 million. Ford appealed, arguing that the liquidated damages clause in his employment contract was an unenforceable penalty. What is the difference between liquidated damages and a penalty? Whereas liquidated damages in a contract attempt to make the aggrieved party whole, penalties are set in order to punish the party who breaches the contract. In the Language of the Court Diane V. GRENDELL, J. [Judge] * * * * * * * The parties agreed on an amount of damages, stated in clear terms in Fords * * * employment contract. * * * It is apparent that such damages were difficult, if not impossible, to determine. * * * The departure of a universitys head basketball coach may result in a decrease in ticket sales, impact the ability to successfully recruit players and community support for the team, and require a search for both a new coach and additional coaching staff. Many of these damages cannot be easily measured or proven. This is especially true given the nature of how such factors may change over the course of different coaches tenures with a sports program or team. [Emphasis added.] What is the issue in this liquidated damages case? Was the liquidated damages clause in Coach Gene Fords contract enforceable? * * * * * * * Kennedys statements to Ford that the contract would be renegotiated within a few years made it clear that Kent State desired Ford to have long-term employment, which was necessary to establish the stability in the program that would benefit recruitment, retention of assistant coaching staff, and community participation and involvement. The breach of the contract impacted all of these areas. * * * * Regarding the alleged unreasonableness of the damages, * * * based on the record, we find that the damages were reasonable. * * * Finding a coach of a similar skill and experience level as Ford, which was gained based partially on the investment of Kent State in his development, would have an increased cost. This is evident from the fact that Ford was able to more than double his yearly salary when hired by Bradley University. The salary Ford earned at Bradley shows the loss of market value in coaching experienced by Kent State, $400,000 per year, for four years. Although this may not have been known at the time the contract was executed, it could have been anticipated, and was presumably why Kent State wanted to renegotiate the contract * * *. There was also an asserted decrease in ticket sales, costs associated with the trips for the coaching search, and additional potential sums that may be expended. What is the rule of law in this liquidated damages case? If future damages from a breach are difficult to ascertain, but a reasonable amount is agreed upon by both parties and placed in a contract as a liquidated damage clause, that clause will be enforceable. * * * * As discussed extensively above, there was justification for seeking liquidated damages to compensate for Kent States losses, and, thus, there was a valid compensatory purpose for including the clause. * * * Given all of the circumstances and facts in this case, and the consideration of the factors above, we cannot find that the liquidated damages clause was a penalty. [Emphasis added.] Questions Cultural How does a college basketball teams record of wins and losses, and its ranking in its conference; support the courts decision in this case?
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