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Contracts

Contracts. Negotiation and Drafting. 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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Contracts

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  1. Contracts Negotiation and Drafting

  2. 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

  3. Have you agreed to a contract? How many people think they are party to a contract?

  4. Examples

  5. Examples • Credit Card Agreement

  6. Examples • Credit Card Agreement • Signed agreement related to a job

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

  8. 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

  9. 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

  10. Facebook terms and conditions • Switch to Firefox

  11. Civil Legal Duties

  12. What does it mean to Contract? Contracts are about:

  13. What does it mean to Contract? Contracts are about: • Bargaining

  14. What does it mean to Contract? Contracts are about: • Bargaining • Coming to an agreement

  15. 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

  16. Elements of contracting • Offer • Acceptance • Consideration

  17. Elements of contracting • Offer • Acceptance • Consideration • These are the basic elements, but contract law can get a lot more complicated

  18. Offer • An offer is an invitation to make a contract

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

  20. 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

  21. 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 don’t have to) until…

  22. 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

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

  24. Is this a contract? In each of the following examples, ask yourself if there is mutual consideration?

  25. 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?

  26. 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.

  27. 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?

  28. 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.

  29. 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?

  30. 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.

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

  32. When drafting be sure to • Include all the terms • Don’t be afraid of creative solutions • Use specific binding language: • “Shall” not “Will” • X shall pay Y $10. • Y shall wash X’s car. • Not: • X will pay Y $10. • Y will wash X’s car.

  33. Chris Brown’s new record deal • Following the recent news reports of his arrest for Domestic Violence, Chris Brown’s record label decides not to renew his record deal. • Chris Brown has found a new record company—Song & Dance Records—interested in signing him to a new recording deal. • Chris Brown’s 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 clients—Chris Brown and Song & Dance executives.

  34. 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

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