Business Law: Contracts - Case Study Example

Business Law Contracts Overview of the case Susan’s case presents a typical example of how contracts can are entered into between two parties. It is an agreement between one party, Susan Glass, who offers to contract services to the other party, Spock/Noglass management to manage her acting and music industries by training and offering consultancy services. A closer examination of the essentials than qualify a contract to be enforceable reveals that the following points to note considering the nature of this 3-year agreement signed in between the Susan Glass and the managers, Spock/Nogales management signed on February 7, 2008. First, both the offeror and the offeree have the contractual capacity to contract as noted from their age and the nature of contract in this case. Susan Glass is an adult by law as outlined in the constitution, she is above 16 years old and such she is legally mandated to enter into contracts, sue and be sued in her own name. Considering the nature of the contracts, offering consultancy series and training is a valid contract as is within the legal jurisdictions f the land laws for such contracts to be enforceable by the courts of law in the country. Material facts before sighing of the contracts were carefully considered before signing of the contract, assuming that either of the party has an interest in some form of considerations derived from discharging this contracts. This can further be attested by the contract that states that the client, Susan Glass was engaged and seeking to advance her career in the designated industry. Second, the contract in this case is, lawful and legal. It is not stated any where in the agreement that training and offering consultancy services is unlawful by either the supreme law of the land, the statutes or any other enacted legal codes of the country. This implies that the contract is legal and it can be enforceable without any legal consequences. Further, the manager has no record of academic theft, infringement of property or intellectual property and this sets his reputation record right and clean. In addition, the contracts is for lawful object and is meant to benefit the Susan Glass, the client of the Spock/Nogales management consultancy by increasing her earning power developed from the improved skills and knowledge in discharging acting her career work in the entertainment industry. The management, as the agreement code note, is entitled to all the 15% of all the monies earned by the Susan Glass in the entertainment industry. Third, there was an agreement between the offeror, Susan Glass and the offeree, the Spock/Nogales. First and foremost, there was an offer from Susan Glass to contract or outsource services of training and other consultancy services to the offeree , the consultancy firm which accepted to discharge duties too his clients faithfully, honestly, diligently an to the best of their knowledge. The firm also promises to perform all reasonable endeavors to promote and enhance the client’s professional reputation and standing in the industry and to be available to the clients for consultation and in reasonable times. Another reason that can prove that there was an agreement between is that both parties objectively intended to be legal bound by the offer. There was valid mode of communication which was carefully examined by both parties and assented to it in writing. This implies that all the material facts were properly agreed upon without undue influence like force, jest, anger or undue excitement during the process of signing it. Another very central fact that pertains the agreement is that the terms and conditions were so definite and certain, for instance in terms of time; it was a three- year contract , period which either party was obliged to strictly adhere to the terms and conditions stated in the contract. Lastly, the terms and conditions were communicated in a way that each party understands best, which resulted into the acceptance of the offer by the offeree. The case, Susan Glass vs. Spock/Nogales Management, of the 1st April, 2010, will be presented in the following order: key facts of the case and facts presented and final conclusion based on the laws contained in the agreement code signed into by both parties on 7th February, 2008. Facts of the Case During the three-year term of the contract, Susan Glass sought a separate management to manage her music career with another alongside their management consultants which agreed to it in writing. This period, Susan Glass decided, citing a variety of reasons, to go back to class to continue her studies, a time which, the contract was in force and therefore enforceable. However, only one reason is disclosed; that of not being allowed back in class incase she is under any contract in the entertainment with anyone including agents or managers, as noted “prior to appearing in this American program, each performer is required to sign an agreement with the producers of American idol® in which they represent that they are not professional entertainer and that under are not contract to anyone in the entertainment industry (agents and managers”) Another key fact is a time of a time prior of termination, spock/Nogales was informed though not exactly specified .This points out a fact that it might have contravened the fact the communication of the intent to terminate ought to be within the stipulated timeframes specified in the personal agreement codes signed in between the client and the consultants. As the report notes, the consultants consented in writing to the termination of the contract before it elapses. It is also noted that the consultants has not had any compensations to the alterations of these codes. On the other hand, the managers are entitled to a right to be compensated with regard to the client’s activities which terminates on April 4th 2011.The management is entitled to 15% of all the monies realized the in acting career. As the agreements points out, “the managers has no further duty or obligations related to clients in the music industry, but not limited to, performing, composing, licensing of musical compositions (including synchronization licensing for use of film, television, video games, and the like), sound recording, and/or public performances, music publishing, public appearances and merchandising related to client’s work as it regards her music career. The manager strictly observed this clause; he honestly and diligently discharged the duties as outlined in the contract to the best of his knowledge. Key Issues and the Reasoning of the Case Susan is not entitled neither obliged legally bounded to pay the manager any enticements as the country was legally terminated in by the manager, in writing to affirm the termination of the contract. It is noted in the case, that it was terminated on reasons which were valid and concrete in the eyes of the management. The manager is assumed to have acted diligently and reasonably and signing without prudent and careful examination is deemed negligence of the highest order. It is stated that the modified agreement personal agreement management supersedes, revokes, terminates and replaces all prior agreements between the parties including, but not limited to, the personal management agreement entered into between the parties, on about February 7th, 2008.This clause gives further direction to the clause that was prematurely terminated because of various reasons that the client cited related to her academic life. Furthermore, it is not said whether the contract was renewed or otherwise. On the manager’s defense lies in the fact that the above agreement was supposed to be enforced till its lapse of time in after a period of three years. It is stated that the contract revokes any other contract, which implies that Susan Glass ought not to enter into any other contract with any other person agent, manger or consultancy firm related to similar industry that already is engaged in the personal Modified contracts. This implies that this contract supersedes any other contract and this other contract that the client has sought to engage in with any other management in a similar industry. As pointed out in clause 9 of the Modified Personal Management Agreement, the contract ought to have expired in April 4, 2011.This implies that for the eighteen months commencing on October 5th 2009, and terminating on the April 4th 2011 totaling up to the same period. Conclusion Having carefully considered all the facts presented in the case, it appears that the offeror, Susan Glass breached the contract by dishonestly concealing some material facts about her then current contracts with the Spock/Nogales managers and such she ought not to have received the American idol® programs in the first place. However, the assenting to the termination of the contract nullifies any claims of the manager claiming any compensation from his client Susan Glass. The only compensation entitled to the management is that relates to the time wasted and services discharged as per that date of termination. According to one of the essential features of a valid contract, elapse of time is of paramount importance in any contractual agreements. In above contract, the contract never matured and was terminated by the agreement of both parties. None of the parties is obliged to materially compensate or pay any damages in respect to the above contract. Work Cited: Cheeseman, H, R. The legal and regulatory environment contemporary perspective in business. New Jersey: Prentice Hall, 1997. The Manual of case provided, the Modified Personal Management Agreement of Susan Glass vs. Spock/Nogales management consultancy, 12th Nov.2011. Read More