Suffolk University Principle of Business Law Replay Baseball Factory Report

Question Description

Make a sentence to discuss each short case, the lectures for the case are attached

Q1: Pollution from the Replay Baseball factory gets into the local water supply.  It causes a painful bacterial infection that lasts for two weeks.  Two local residents sue Replay Baseball after they get the virus from drinking the water.   Local newspapers had reported the dangers and the town had distributed numerous pamphlets advising against drinking the water.

What damages might they seek?  Will their lawsuits be successful?

FILLER TEXT

Q2: Mickey’s retail business supplies Van Alden’s cleaning company with a highly specialized cleaning product.  Van Alden and Mickey enter into a contract in which Mickey will supply 20 cases of the cleaning product for $100 per case.  Two weeks later Mickey contacts Van Alden and tells him that he can only supply the product for $110 per case.  The two agree to the change in writing.  After Van Alden has completed delivery of the 20 cases, he sends a bill to Mickey for $2,200.

Does Mickey have to pay $2,200?  What are the competing arguments?  Is this the UCC or the common law?  Does it make a difference here?

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Business Law BLE 214 Class 7 October 21, 2019 Next Class . . . • • • • Chapter 8, 9 Reit v. Yelp Papadopoulos v. Target Fact Pattern Fact Pattern Eli has a second job for Replay Baseball. He is in charge disposing chemicals from Replay Baseball’s factory. He dumps them in a local river that runs along the back of the factory. Eli has never received training and is unaware that the chemicals are hazardous. A local ordinance states that “whoever discharges hazardous chemicals in waterways shall be fined up $100,000 and imprisoned up to six months.” Eli is unaware that there is such a regulation. Law enforcement enters the Replay Baseball factory through an open door and finds several emails from Nucky to Eli asking him to “only dispose of the chemicals at night when it is dark.” Who is responsible under the local ordinance? What is the burden of proof? What is the importance of the emails? Proof Beyond a Reasonable Doubt • Criminal Defendants are presumed innocent • Realistic? • Is a Defendant found innocent? Essentials of a crime 1. Prior statutory prohibition of the act 2. Proof beyond a reasonable doubt that the defendant committed every element 3. Proof that that the defendant had the capacity to form a criminal intent • Actus Reus requires an act • What about a failure to act? Actus Reus Categories • Conduct • Circumstances • Consequences State of Mind Requirements (Mens Rea) • Intentional • Recklessness • Negligence Ben and Craig are builders and they are spending their lunch break on the roof of a house. Ben decides to play a game which involves throwing bricks at passers-by and attempting to hit them. He does not desire anybody to die, but he strikes an old woman on the head and kills her. Ben and Craig decide to see who can throw a brick closest to the edge of the roof. They are aware that pedestrians are walking on the pavement beneath them. One of Craig’s bricks falls off the edge, strikes George on the head and kills him. Ben and Craig have been working in a heavy wind all day, and when they go home at the end of their shifts, they leave their bricks in a pile by the edge of the roof, thinking that the wind isn’t quite strong enough to blow them over. During the night, the wind blows the bricks over the edge, resulting in the death of Liam. Property Crimes Against Business ◼Robbery ◼Burglary ◼Larceny Elements of Burglary 1. 2. 3. 4. The Breaking and entering . . . the dwelling of another . . . at night . . . with the intent to commit a felony therein Elements of Larceny • Wrongful taking . . . • Of another’s property . . . • With the intent to permanently deprive. Elements of Robbery 1. Taking the property of another . . . 2. with the intent to permanently deprive at the time of taking . . . (larceny) 3. By threat or force (assault) Nevada Robbery 200.380. Definition; penalty. 1. Robbery is the unlawful taking of personal property from the person of another, or in his presence, against his will, by means of force or violence or fear of injury, immediate or future, to his person or property, or the person or property of a member of his family, or of anyone in his company at the time of the robbery. A taking is by means of force or fear if force or fear is used to: (a) Obtain or retain possession of the property; (b) Prevent or overcome resistance to the taking; or (c) Facilitate escape. The degree of force used is immaterial if it is used to compel acquiescence to the taking of or escaping with the property. A taking constitutes robbery whenever it appears that, although the taking was fully completed without the knowledge of the person from whom taken, such knowledge was prevented by the use of force or fear. 2. A person who commits robbery is guilty of a category B felony and shall be punished by imprisonment in the state prison for a minimum term of not less than 2 years and a maximum term of not more than 15 years. Crimes Affecting Business: “White Collar” Crimes • • • • Fraud Bribery Extortion Embezzlement Common Law Fraud (1) a material misrepresentation of a presently existing or past fact; (2) knowledge or belief by the [other person] of its falsity; (3) an intention that the other person rely on it; (4) reasonable reliance thereon by the other person; and (5) resulting damages. Corporate Liability? • A rogue employee at LymeScan has been dumping chemicals into the Charles River. • Clean Water Act: “the discharge of any pollutant by any person shall be unlawful” • Who could be held criminally liable? Theory of Respondeat Superior Acts done by the agents of a corporation, in the course of its business and of their employment are imputed to the corporation. Thus, the corporation is responsible in the same manner and to the same extent as an individual is responsible under similar circumstances. Criminal Liability? b.o.d. officers s/h employees society Corporate 1.Individual acting within scope of employment 2.Acting to promote corporation 3.Act imputed to Corporation Executive 1.Crimes they personally commit 2.Crimes they aid or abet 3.Crimes they fail to prevent by neglecting to control the misconduct of those subject to their control – Responsible Corporate Officer Doctrine Constitutional Law – Criminal • “I think it is less evil that some criminals should escape than that the government should play an ignoble part” • Oliver Wendell Holmes • You are a non-officer at LymeScan and you have contracted with “Chemical Dumps R Us” to dispose of chemicals in the Charles River. You keep the invoices on the hard drive of your computer. – May the EPA use those records as evidence against LymeScan? – Against you? – How might law enforcement obtain those records? Fourth Amendment The right of the people to be secure in their persons, houses, papers, and effects, against unreasonable searches and seizures, shall not be violated, and no Warrants shall issue, but upon probable cause, supported by Oath or affirmation, and particularly describing the place to be searched, and the persons or things to be seized. Search & Seizure 4th Amendment Rights? •Gov’t conduct? •Expectation of Privacy? no yes Warrant? yes no yes Admissible Good Faith Exception? no yes Valid Warrant? Admissible no Inadmissible 5th Amendment No person shall be held to answer for a capital, or otherwise infamous crime, unless on presentment or indictment of a Grand Jury, except in cases arising in the land or naval forces, or in the Militia, when in actual service in time of War or public danger; nor shall any person be subject for the same offense to be twice put in jeopardy of life or limb; nor shall be compelled in any criminal case to be a witness against himself, nor be deprived of life, liberty, or property, without due process of law; nor shall private property be taken for public use, without just compensation. 6th Amendment In all criminal prosecutions, the accused shall enjoy the right to a speedy and public trial, by an impartial jury of the State and district wherein the crime shall have been committed, which district shall have been previously ascertained by law, and to be informed of the nature and cause of the accusation; to be confronted with the witnesses against him; to have compulsory process for obtaining witnesses in his favor, and to have the Assistance of Counsel for his defence Next Class . . . • • • • Chapter 8, 9 Reit v. Yelp Papadopoulos v. Target Fact Pattern Business Law BLE 214 Class 8 October 28, 2019 Next Class . . . • • • • • Chapter 13, 14, 15 Vanegas v. American Energy Services Kent v. Hogan VanHierden v. Swelstad Second Online Quiz Constitutional Law – Criminal • “I think it is less evil that some criminals should escape than that the government should play an ignoble part” • Oliver Wendell Holmes • You are a non-officer at Replay Baseball and you have contracted with “Chemical Dumps R Us” to dispose of chemicals in the Charles River. You keep the invoices on the hard drive of your computer. – May the EPA use those records as evidence against Replay Baseball? – Against you? – How might law enforcement obtain those records? Fourth Amendment The right of the people to be secure in their persons, houses, papers, and effects, against unreasonable searches and seizures, shall not be violated, and no Warrants shall issue, but upon probable cause, supported by Oath or affirmation, and particularly describing the place to be searched, and the persons or things to be seized. Search & Seizure 4th Amendment Rights? •Gov’t conduct? •Expectation of Privacy? no yes Warrant? yes no yes Admissible Good Faith Exception? no yes Valid Warrant? Admissible no Inadmissible 5th Amendment No person shall be held to answer for a capital, or otherwise infamous crime, unless on presentment or indictment of a Grand Jury, except in cases arising in the land or naval forces, or in the Militia, when in actual service in time of War or public danger; nor shall any person be subject for the same offense to be twice put in jeopardy of life or limb; nor shall be compelled in any criminal case to be a witness against himself, nor be deprived of life, liberty, or property, without due process of law; nor shall private property be taken for public use, without just compensation. 6th Amendment In all criminal prosecutions, the accused shall enjoy the right to a speedy and public trial, by an impartial jury of the State and district wherein the crime shall have been committed, which district shall have been previously ascertained by law, and to be informed of the nature and cause of the accusation; to be confronted with the witnesses against him; to have compulsory process for obtaining witnesses in his favor, and to have the Assistance of Counsel for his defence Pollution from the Replay Baseball factory gets into the local water supply. It causes a painful bacterial infection that lasts for two weeks. Two local residents sue Replay Baseball after they get the virus from drinking the water. Local newspapers had reported the dangers and the town had distributed numerous pamphlets advising against drinking the water. What damages might they seek? Will their lawsuits be successful? Torts • Civil wrongs against persons or property 1. Intentional Torts 2. Negligence 3. Strict Liability Available Damages • Compensatory Damages • Nominal Damages • Punitive Damages Compensatory Damages • Compensation for injuries • What are some examples? – Loss of pay – Medical benefits – Loss of privacy – Pain and Suffering – Emotional distress – Injury to reputation Punitive Damages • Excess of plaintiff’s actual injuries • What is the purpose Tort Reform • Are punitive damages justified Intentional Torts Against Persons • • • • • • • Assault Battery Defamation Invasion of Privacy False Imprisonment Intentional Infliction of Emotional Distress Misuse of Legal Procedure Defamation • Libel (written) • Slander (oral) • Publication of an untrue statement that injures a person’s reputation or character Damages for defamation • Presumed in libel • Presumed in slander per se • Otherwise must prove actual damages • Loss of job, business opportunity • Reitt v. YELP What about the internet? • • • What if you notice that a fellow student has asserted that you are a “cheat” on juicycampus.com? Who is liable for defamation? Communications Decency Act of 1996 – “[n]o provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider” Privileged Communication • Not defamation – Absolute Privilege • Statements by members of congress • Judicial proceedings • Private statements between spouses – Conditional Privilege – can lose if made with “actual malice” • Employee references • Public Figures Negligence • Unintentional breach of duty by the defendant that results in harm to another Elements of Negligence • • • • Duty Breach Causation Damages Duty • Objective standard – “reasonable person of ordinary prudence in similar circumstances” Papadopoulos v. Target – Common Law Duty of Landowners • • • • Undiscovered Trespasser Discovered Trespasser Licensee Invitee* Breach • Exposes another person to a foreseeable, unreasonable risk of harm • something a reasonable person would not do Causation • Actual Cause – (cause in fact) • Proximate Cause Palsgraf v. Long Island Railroad • Most famous tort case! • Helen waiting for train • Scale falls on her head Defenses to Negligence • Assumption of Risk/Contributory Negligence • Last clear chance • Comparative Negligence Plaintiff’s Doctrines • Res Ipsa Loquitur–Permits judge/jury to infer that defendant’s negligence caused plaintiff’s harm (in cases where no direct evidence of defendant’s lack of due care) • Eliminates causation element • Negligence Per Se–Permits plaintiff to prove negligence by offering evidence of defendant’s violation of statute enacted to prevent certain type of harm Strict Liability • Fault does not Matter • Certain activities – responsible for resulting harm regardless of care and caution exercised Next Class . . . • • • • • Chapter 13, 14, 15 Vanegas v. American Energy Services Kent v. Hogan VanHierden v. Swelstad Second Online Quiz Business Law BLE 214 Class 9 November 4, 2019 Next Class • • • • • • • No meeting next week Chapter 16 Valencia v. White Chapter 17 Stambosky v. Ackley Quiz this week Discussion Board 6 Requirements for a Contract Elements 1. 2. 3. 4. Offer and Acceptance Consideration Capacity Legal Defenses 1. Assent 2. Form Article 2 • Applies to all contracts for the sale of goods (tangible personal property) • Not real estate, stocks & bonds, information • What if it includes personal property and a service component? • Does goods or services predominate? – E.g. hairdresser applying hair product – Replacing parts in an automobile Common Law v. UCC • What if you are the owner of a company and contract for cleaning services? • What if you are that owner and you contract for a new piece of office equipment? • Will the same rules apply? Bilateral v. Unilateral Contracts • “I will give you $500 if you agree to paint my house” • “I will give you $500 if you paint my house” Vanegas v. American Energy • Issue? • Rule? • Vanegas and several other employees (the employees) (plaintiffs) worked as at-will employees for American Energy Services (AES) (defendant). An AES representative orally promised the employees that if AES was sold or merged with another company, the employees who were still employed at AES would together receive five percent of the value of the sale or merger. AES was sold, but the company refused to pay the remaining employees their proceeds from the sale. The employees who were still employed at AES sued for breach of an oral contract. AES moved for summary judgment, arguing that the agreement to pay the employees was illusory. The trial court granted summary judgment for AES, and the court of appeals affirmed. The employees appealed. • You are out playing hockey tonight and take a puck off the forehead • You go to your doctor and receive ten stitches. • Do you have to pay for the ten stitches you received? Express v. Implied Contracts • Implied in fact 1. Plaintiff provided property or service to the defendant 2. Plaintiff expected to be paid for property or service and a reasonable person in defendant’s shoes would have expected to pay for property or service 3. Defendant had an opportunity to reject the property or services • You are out playing hockey tonight and take a puck off the forehead • When you regain conscious you are in the doctors office. • Do you have to pay for the ten stitches you received? • Implied in fact? – why not? Implied In Law Contracts 1. Benefit conferred upon the defendant 2. Defendant appreciated the benefit 3. Accepted by the defendant such that it would be inequitable for it to be retained without payment • Do contracts have to be in writing? • Unenforceable • Void • Voidable • What if you reach an agreement to buy marijuana from your roommate? • Unenforceable • Void • Voidable • What if you sell your car to a high school junior who just got his license? • Unenforceable • Void • Voidable Van Alden owns a cleaning company “Van Alden Cleaning” and would like to contract with Replay baseball to clean its office. Van Alden sends the following to Nucky at Replay baseball “Van Alden Cleaning will clean your office for $5,000/month. This offer is valid for 30 days and you have the full 30 days to decide whether you would like to accept this offer.” Van Alden signs and dates the offer and hand delivers it to Nucky. Nucky reads the offer and would like to enter into a contract. Nucky adds a statement requiring you to obtain liability insurance and writes “I accept” on the offer. Nucky places the “acceptance” in the mailbox addressed to Replay Baseball. Van Alden decides that he will lose money if his company cleans the building for $5,000/month. He calls Nucky and attempts to revoke the offer. May he revoke the offer? Is there already a contract? Would the results be different he was selling fax machines and not cleaning services? Agreement • Is there a “meeting of the minds” • Offer + Acceptance = Agreement • Terminology • Offeror • Offeree Offer • Manifestation of a willingness to enter into a contract • Offeror gives the offeree the power to create a binding contract by accepting Elements of Offer • What if you are the Commonwealth of Massachusetts and you put together a bid for the construction of a new tunnel under the central artery and a party responds with the lowest bid? – is there an agreement? Elements of Offer • What if you see an advertisement for an iphone for $200 and you go into the store and say “I accept” – is there an agreement? Elements of Offer • What if you go on ebay and bid $50 for the same iphone? Is there an agreement if you are the low bidder? Elements of Offer • Intent – remember Lucy v. Zehmer case – Preliminary Negotiations – Advertisements – Auctions • Definite and Certain Terms • Communication to the Offeree Length of Offers • Terms • Could specifically state how long the offer is open • Lapse of time • If not stated, offer is open for a reasonable amount of time Revocation of Offers • Generally offeror can revoke at any time prior to acceptance, except – Firm offer rule (UCC) • Made in a signed writing • Offeror must be a merchant • Indication that it will not be revoked (90 day limit) – Options • Offeree gives consideration to keep the offer open • What if offer to provide cleaning services that is open for 60 days and offeror revokes offer on day ten? Revocation of Offers Cont. • Unilateral Contracts • What if $100 run 10 miles and revoke after 9 miles? • When does acceptance occur? • Courts look to create bilateral contracts to avoid injustice Revocation of Offers Cont. • Rejection • Offer is terminated when rejected by the offeree • Changing material terms creates a counteroffer – note mirror image rule – discussed later under acceptances Revocation of offers Cont. • Death or insanity • Someone dying or becoming insane terminates the offer • Destruction of Subject Matter • E.g. boat destroyed • Intervening Illegality • E.g. embargos Acceptance • “Mirror Image Rule” • …