Contracts

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Contracts

• Negotiation and Drafting

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What is a Contract

• a a binding agreement between two or more
  persons or parties especially one legally
  enforceable
• b a business arrangement for the supply of goods
  or services at a fixed price
• -Merriam-Webster

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Have you agreed to a contract?

• How many people think they are party to a
  contract?

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Examples
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Examples

• Credit Card Agreement

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Examples

• Credit Card Agreement
• Signed agreement related to a job

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Examples

• Credit Card Agreement
• Signed agreement related to a job
• Online agreement when starting a Facebook or
  email account

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Examples

• Credit Card Agreement
• Signed agreement related to a job
• Online agreement when starting a Facebook or
  email account
• An agreement to buy something from a friend

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Examples

• Credit Card Agreement
• Signed agreement related to a job
• Online agreement when starting a Facebook or
  email account
• An agreement to buy something from a friend
• Buying something from a store

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Facebook terms and conditions

• Switch to Firefox

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Civil Legal Duties
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What does it mean to Contract?

• Contracts are about

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What does it mean to Contract?

• Contracts are about
• Bargaining

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What does it mean to Contract?

• Contracts are about
• Bargaining
• Coming to an agreement

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What does it mean to Contract?

• Contracts are about
• Bargaining
• Coming to an agreement
• Being willing to be legally bound to your side of
  that agreement, as long as the other party is
  bound to theirs

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Elements of contracting

• Offer
• Acceptance
• Consideration

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Elements of contracting

• Offer
• Acceptance
• Consideration
• These are the basic elements, but contract law
  can get a lot more complicated

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Offer

• An offer is an invitation to make a contract

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Offer

• An offer is an invitation to make a contract
• Examples?

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Offer

• An offer is an invitation to make a contract
• Examples?
• Displaying a take it or leave it contract online
• Bidding on ebay
• Putting a price tag on an item in a store

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Offer

• An offer is an invitation to make a contract
• Examples?
• Displaying a take it or leave it contract online
• Bidding on ebay
• Putting a price tag on an item in a store
• Offers can go back and forth (but dont have to)
  until

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Acceptance

• The point at which one party agrees to the other
  parties offer
• Examples
• Clicking that you accept the online contract
• Winning an ebay auction
• Buying the item from the store

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Consideration

• Generally, courts will only enforce a contract if
  both sides are getting something.
• What each side gives the other is called
  consideration.

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Is this a contract?

• In each of the following examples, ask yourself
  if there is mutual consideration?

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Is this a contract?

• You order a book of Amazon.com. Your credit card
  is charged, but no book ever shows up.
• Was there a legally enforceable contract?

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Is this a contract?

• You order a book of Amazon.com. Your credit card
  is charged, but no book ever shows up.
• Was there a legally enforceable contract?
• Yes, you agreed to pay Amazon.com money and they
  agreed to send you a book.

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Is this a contract?

• Last year, your uncle promised you an iPhone for
  your 18th birthday. When you turned 18, he gave
  you his old broken basic cell phone.
• Was there a legally enforceable contract?

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Is this a contract?

• Last year, your uncle promised you an iPhone for
  your 18th birthday. When you turned 18, he gave
  you his old broken basic cell phone.
• Was there a legally enforceable contract?
• No, while your uncle made a promise, he did not
  receive any consideration in return.
  Consideration has to be more than good feelings.

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Is this a contract?

• You signed up for a week long summer basketball
  camp which cost 100. You paid and went to the
  camp. When you got to the camp, they just had
  you watch football movies all day.
• Was there a legally enforceable contract?

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Is this a contract?

• You signed up for a week long summer basketball
  camp which cost 100. You paid and went to the
  camp. When you got to the camp, they just had
  you watch football movies all day.
• Was there a legally enforceable contract?
• Yes. You agreed to pay money to the camp and
  they were supposed to give you basketball
  training.

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Negotiation and drafting activity

• We are going to negotiate and draft a contract
• Negotiating and drafting contracts is something
  that a lot of lawyers doincluding hopefully me.
• The goal is to come to an agreement.
• This requires each side to compromise, so that
  they can get what they really wantto make a deal.

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When drafting be sure to

• Include all the terms
• Dont be afraid of creative solutions
• Use specific binding language
• Shall not Will
• X shall pay Y 10.
• Y shall wash Xs car.
• Not
• X will pay Y 10.
• Y will wash Xs car.

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Chris Browns new record deal

• Following the recent news reports of his arrest
  for Domestic Violence, Chris Browns record label
  decides not to renew his record deal.
• Chris Brown has found a new record companySong
  Dance Recordsinterested in signing him to a new
  recording deal.
• Chris Browns agent, who is trained as a lawyer,
  is negotiating the terms of the deal with a
  lawyer for Song Dance.
• After agreeing on the terms, they will draft a
  contract to bring to their respective
  clientsChris Brown and Song Dance executives.

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Record deal terms

• Royalties of music sales
• Duration of deal (number of albums)
• Termination
• Optional (if you have time)
• Cash advance (upfront money taken away from
  future royalties)
• Exclusive agreement (can Chris Brown record an
  album with a different label)
• When the next album will released
• Money for production