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For this week’s Case Questions, you must answer four synthesizing questions regarding contracts, the UCC, and sales. See the Assignment Expectations page for more detail.
- The Madariagas owned a restaurant where they served “Albert’s Famous Mexican Hot Sauce.” They entered into a contract to sell the restaurant and the formula for the secret sauce to Morris. Although Morris paid the agreed-upon price, the sellers refused to give him the recipe unless he also paid them lifetime royalties for the salsa. Which of these remedies should Morris seek: expectation, restitution, specific performance, or reformation? Why?
- A manufacturer delivers a new tractor to Farmer Ted on the first day of the harvest season. But the tractor will not start. It takes two weeks for the right parts to be delivered and installed. The repair bill comes to $1,000. During the two weeks, some acres of Farmer Ted’s crops die. He argues in court that his lost profit on those acres is $60,000. The jury awards the full $1,000 for the tractor repairs, and $60,000 for the lost crops. Identify the two types of awards (an award is also known as an interest or remedy in this week’s material).
- Blair Co.’s top officers asked an investment bank to find a buyer for the company. The bank sent an engagement letter to Blair with the following language: “If, within 24 months after the termination of this agreement, Blair is bought by anyone with whom Bank has had substantial discussions about such a sale, Blair must pay Bank its full fee.” Is there any problem with the drafting of this provision? What could be done to clarify the language?
- What are the advantages and disadvantages of hiring a lawyer to draft or review a contract?