4.14.11 Business Law

Westlaw- Review finding a case
Find & Print- by party name- Rippe v. Doran- Citation history
Cannot cite to unpublished cases in WA court

Genuine Consent
A court also may refuse to enforce a contract if the agreement was not genuine- not made with a true understanding of the facts or not voluntary.
-Fraud/Misrepresentation- intentional/material fact/intent to deceive/justifiable reliance
-Innocent Misrepresentation (voidable)- material fact/exclusive knowledge of person making rep./not reasonably available to party deceived
-Mistake- Mutual- both parties make mistake of material fact. Sherwood v. Walker- Rosie the Cow Allows for rescind of contract
& Unilateral- contract stands
-Undue Influence- confidential or fiduciary duty to other party. Position of trust abused-Voidable
-Duress- Involuntary, coercion.

Contracts
-Statute of Frauds RCW 19.36.010
Required to be in writing to be enforceable
-Land
-Executor
-Payment of debt of another
-cannot performed within one year
-made in consideration of marriage
-goods worth more than $500
Must be signed and state parties and terms.

Statutory Construction

Parol Evidence Rule
Once the contract is written, parol or extrinsic evidence to contradict, vary or add to its terms.
Unless:
-the court determines the written agreement is incomplete or ambiguous
-The contract was modified or,
-the evidence is used to prove a defense
Court will only consider evidence outside the four corners of the document if there is ambiguity.
Plain Meaning vs. Context view

Negotiations
Know
-Business goals
-How contract can further goals
-Risks, what could go wrong?
-Issues raised by terms
-Balance of Control
-Remedies?

Meeting with the other party
-not litigation, adversarial
-work to achieve an agreement acceptable and clear to all parties

Drafting
-USE language that works. Plagiarism is encouraged.
-Use plain english.
-Be precise

Contract Parts
-Preamble- ID contract
-Recitals- Background
-Words of Agreement- Accordingly, the parties agree.
-Definition of important terms- for any complex concepts
-Endgame Provisions- what happens if there is a default? Give 30days written notice, etc.
-General Provisions- dictate what law governs.
-Signature Lines
-Substantive Provisions- See handout (given out in class and available on website)

Representations
-Statement of Fact
-Moment in time
-Intended to induce reliance

Warranty- promise that a certain fact exists
-the maker of the statement will pay damages if the statement is false and the recipient is injured as a result.

Innocent Misrepresentation
-Remedy- avoidance and restitution

Breach of Warranty
-No req. to show intent
-No req. reliance
-Remedy is damages- benefit of the bargain

Covenants
-Promise to perform
-Creates duty/obligation to perform

Right
-The flip side of covenant

Conditions
-Set of facts that must exist before a party is obligated to perform
Walk away- Absolute
Ongoing-

What is the law?
Contract itself creates a private law.

Enemies of Contract
-Ambiguity
-Use of unnecessary words
-Vagueness
-Inconsistencies

FOR NEXT WEEK:
Draft non-compete clause based on handout.
No page requirement. 1-2 pages suggested.