Legal Memorandum Analysis - Essay Example

MEMORANDUM Joseph Moran 05 June 2007 RE: Analysis of the Breech of Contract between, Coal Corporation vs Mining Inc and Irving Cooper. Issue Under the Law of Contract in the state of New York and the federal law, ccontracts are frequently utilized to bind an agreement among parties in order to make sure that the agreement is fulfilled. The complexity with contracts is that they provide the transacting parties an opening to credit to their support to the contract rather than to each other's reasonable or decent intentions (Bagley, 1999). Consequently, contracts may keep a tight rein on interacting parties' enthusiasm or facility to judge each other as being generous or possessing reliability, and fundamental confidence may not grow. When people make use of contracts, they have the propensity to put together situational more willingly than personal attributions of the other's assistance for a couple of reasons. First, the subsistence of the situational constraint (the contract) is expected to be predominantly significant, which makes a cause more likely to be professed as causal. Brief Answer Yes, Mr. Moran can claim damages from the two companies namely, Mining Inc and Irving Cooper, Mr. Moran just need to file the commenced actions in the State of New York because he signed the negotiation with Mining Inc in Manhattan, and at the same he also have to file for the commenced actions in Minnesota because the principal company of Coal is there. Facts We just received a frantic telephone call from our client, Coal Corp.. (a Colorado corporation) with its principal place of business in Minnesota. In September, 2004 Coal entered into a written contract with Mining, Inc. (a Montana corporation with its principal place of business in Montana) and Irving Cooper (a private entrepreneur who resides in New Jersey) pursuant to which Mining and Mr. Cooper agreed to manufacture and install for Coal a large quantity of electronic mining equipment which Coal needs in Minnesota. Joseph Moran (who resides in Butte, Montana) executed a written guarantee in which he guaranteed the due and prompt performance by Mining and Cooper under the contract. Moran sent the guarantee to Mining in Minnesota and Mining delivered the guarantee to Coal at the time the contract was executed. Mining and Cooper manufactured some of the equipment in its Minnesota specialty plant and installed that equipment. Mining and Cooper, however, have failed to perform several of their material obligations under the contract. As a result of their breach Coal has sustained, in its estimation, more than $1,000,000 in damages. Mining and Coal negotiated the contract in Manhattan. The contract which Mining and Coal executed at Kennedy Airport provides that any action for breach must be commenced within two years from the date of the breach. Cooper executed the contract the same day in New Jersey and sent it to Coal in Minnesota. The guarantee has a similar clause requiring that an action on the guarantee he brought within two ears fi-om the date of any breach of the contract (Cheeseman, 2004). According to the preliminary information we received, the initial breach of contract occurred two years ago today. Moran claims that John Rich (who now resides in St. Paul but was an officer of Buffalo Trust Co., in Buffalo New York at the time it, Buffalo Trust, lent Mining Inc. $500,000 in early 2004) together with Cooper and Coal fraudulently induced him into signing the guarantee and defrauded him into purchasing certain assets from Mining. Discussion Contracts are frequently utilized to bind an agreement among parties in order to make sure that the agreement is fulfilled. The complexity with contracts is that they provide the transacting parties an opening to credit to their support to the contract rather than to each other's reasonable or decent intentions. Consequently, contracts may keep a tight rein on interacting parties' enthusiasm or facility to judge each other as being generous or possessing reliability, and fundamental confidence may not grow. When people make use of contracts, they have the propensity to put together situational more willingly than personal attributions of the other's assistance for a couple of reasons. First, the subsistence of the situational constraint (the contract) is expected to be predominantly significant, which makes a cause more likely to be professed as causal. (Daavidson, 2004) Second, examination of behaviour's variation is an imperative foundation for attributional decisions: when agreement is excessive, situational attributions become more possible. By reason of the officially authorized enforcement of contracts, most people operate in reference to their necessities. Their performance, accordingly, may not be seen as predominantly analytical of their temperaments. If contracts are deemed the primary reason for another party's collaboration, situational attributions should replace dispositional attributions, and a supportive relations account may not lead to trust development. As a consequence, contractually mandated collaboration may endow with an unsatisfactory basis for continuous support if contracts are no longer accessible to parties who have beforehand used them or if unforeseen events not incorporated in the contract arise. Someone who has only been known to cooperate under the constraints of a binding contract might not, in the absence of the contract, be expected to cooperate because he or she is not seen as trustworthy. The concepts of acceptance and offer only satisfy the prerequisite of agreement in a contract. In order to have a legally binding contract, there should also be the consideration of the acts, the contractual capacity, and the legality of the terms of the contract. The first rule of consideration states that a contract should involve anything with legal value. The other rule of consideration states that a contract should involve products that are bargained for exchange by the parties involved. Similarly, the intention is to be confirmed, or it is concluded by the law. The subsistence of the intention is typically a matter of inference; and verification of external and visible deeds and conduct functions to signify, the particular intention. Moreover, in other cases, these principles are met in such a way that one of the parties is at the losing side of the agreement. This set of circumstances could be caused by duress or by undue influence. Although the principle of duress and undue influence are notably among the more reliable principles in contract law, proving its existence within the agreement has been very subjective considering the reality that there is a certain variety of interpretation regarding the existence of improper force within the validation of a contract. Firstly, specific connections as a matter of law move up the conjecture that undue influence has been employed. The associations where undue influence is acknowledged to have been held includes those between parent & offspring (Wright v Vanderplank, 1855); lawyer & client (Wright v Carter, 1903); physician & patient (Mitchell v Homfray, 1881); trustee & recipient (Ellis v Barker, 1871); and spiritual adviser & devotee (Roche v Sherrington, 1982) Moreover, the association of husband and wife does not, as a substance of law, elevate a assumption of undue influence (Midland Bank v Shepherd, 1988). Nor does the principle be relevant involving employer and worker (Matthew v Bobbins, 1980). Secondly, if the plaintiff establishes the existence of a connection under which the plaintiff by and large reposed trust and confidence in the defendant, the subsistence of such connection brings about the presupposition of undue influence. Therefore, in the non-existence of evidence invalidating undue influence, the plaintiff will be successful in setting aside the arraigned transaction simply by confirmation that the plaintiff reposed trust and confidence in the defendant devoid of having to confirm that the defendant put forth actual undue influence or if not badly treated such trust and confidence with regards to the particular transaction in question. Similarly, the relation of banker and customer will not on average give rise to a supposition of undue influence, but it is capable of do so in outstanding cases if the client has positioned himself completely in the hands of the financial institution and has not been provided any chance to search for independent advice. Based on the discussions presented above, one cold surmise that there is still a wide range of uncertainty on commercial agreements as presented by the ambiguous definition of improper pressure. The motivation for this is not that the courts are unable to value the guarantee of each faction but they have to do this when appraising damages. It is to a certain extent that they should not get in the way with the set of agreements that were essentially completed by the parties. Such problems are nevertheless, more suitably taken care of by special legislation or by governmental procedures than by the common development of civil proceedings. It is understood that the parties involved are aware in their own mentality that they are the paramount judges of their individual needs and conditions that they will determine the threats and future unforeseen events that are applicable, and that all these come into the agreement. It follows that injustice of the agreement, gross insufficiency or surfeit of price is immaterial, and that once it is completed, the agreement is obligatory. In both theoretical paradigms, it is perceived that of the law of contracts and that of liberal economics parties could be cared for as individual economic elements which theoretically take pleasure in absolute mobility and liberty of judgment. References Bagley, C. E. 1999, The Entrepreneur's Guide to Business Law, West Educational Publishing Co. : Cincinnati, Ohio. Cheeseman, H. R. 2004, Introduction to Law: Its Dynamic Nature, Prentice Hall: California. Read More