MT311 – Business Law IMT311 – Business Law I

Seminar Presentation

UNIT 6Contracts – Part III

Professor Joanne D’Aurizio, JD

I. Chapter 12, Breach and Remedies

II. Chapter 13, E-contracts and E-signatures

MT311 – Business Law IMT311 – Business Law I

Breach

and

Remedies

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Types of DamagesTypes of Damages

• Compensatory Damages− Compensates injured party (Plaintiff)

− Plaintiff must prove actual damages caused by breach

• Consequential (Special) Damages− Foreseeable damages that result from breach of contract

− Caused by other than breach of contract

• Punitive (Exemplary) Damages− Deter wrongdoer; set example

• Nominal Damages− Awarded as a matter of principle

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Types of Damages Types of Damages Cont.Cont.

• Mitigation of Damages− Injured party has a legal duty to mitigate

• Liquidated Damages− fixed, certain dollar amount agreed to by

parties− paid in the event of breach− enforceable

•Penalty Damages − designed to penalize a party − generally not enforceable

 

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Equitable RemediesEquitable Remedies

• Rescission − Cancel or undo a contract

• Restitution−Recapture the benefit conferred on the defendant that has been unjustly enriched

• Specific Performance• Reformation

−Court re-writes contract to reflect intentions

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Available RemediesAvailable Remedies

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Election of RemediesElection of Remedies

• Nonbreaching party usually has several remedies available

• Plaintiff must choose among whichever remedies are available

• Purpose is to prevent double recovery

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MT311 – Business Law IMT311 – Business Law I

E-contracts

and

E-signatures

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Forming a Contract OnlineForming a Contract Online

Online Offers should include:– Remedies for Buyer– Statute of Limitations– What constitutes Buyer’s acceptance– Method of Payment– Seller’s Refund and Return Policies– Disclaimers of Liability– How Seller will Use Buyer’s Private Information– Dispute Resolution

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UETAUETA

• Purpose is to remove barriers to forming electronic commerce

• Applies only to e-records and e-signatures relating to a transaction.

• States that a signature may not be denied legal effect or enforceability solely because it is in electronic form

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Key Provisions of the UETAKey Provisions of the UETA

• Parties must agree (not “opt out” of UETA)• Attribution

– process to ensure person sending an electronic record is in fact the real person

• Electronic Errors• E-Mailbox Rules

– Dispatched when leaves control of sender.– Received when enters recipient’s processing

system.

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E-signaturesE-signatures

• electronic sound, symbol, or process,

• attached to or logically associated with a record, and

• executed or adopted by a person with the intent to sign the record.

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E-SIGN & UETAE-SIGN & UETA

• E-SIGN explicitly refers to UETA.

• Provides that E-SIGN is pre-empted by state passing of UETA.

• But state law must conform to minimum E-SIGN procedures.

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ScenarioScenario

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Paul is a financial analyst for King Investments, Inc., a brokerage firm. He uses the Internet to investigate the background and activities of companies that might be good investments for Kings customers. While visiting the Website of Business Research, Inc., Paul sees on his screen a message that reads, “Welcome to businessresearch.com. By visiting our site, you have been entered as a subscriber to our e-publication, Companies Unlimited. This publication will be sent to you daily at a cost of $7.50 per week. An invoice will be included with Companies Unlimited every four weeks. You may cancel your subscription at any time.”  

Has Paul entered into an enforceable contract to pay for Companies Unlimited? Why or why not?

Questions & RemindersQuestions & Reminders

• Questions on Unit 6 material?

• Next Seminar on Unit 7

• Unit 5 Grades Available by Monday

• Remember to complete all Assignments– Review (Graded Automatically)

– Discussion (See Discussion Board Posting Requirements)

– Activity

– Case Analysis

• Have a great week!

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