Contracts Related
What components does the Personal Property Security Act function around?
Creation, attachment and perfection of the security interest.
TechSolutions Inc. just developed a software application called “OptiFlow Pro” which uses algorithms and machine learning to manage a businesses inventory and supply chain. What can they do to protect their new software?
Obtain Copyright protection for the software so that no one can copy or reproduce the software code.
What three factors imply consent for a business to reach out to customers via email?
The business transacted with the recipient within the last 2 years, The business and recipient were parties to a written contract that expired within the last two years, and The business received an inquiry from the recipient in the last six months
What criminal liability offenses don’t require both Actus & Mens Rea?
Strict Liability Offences, Absolute Liability Offences, and The Directing Mind Principle
What must an organization consider when determining how much notice to provide an employee before termination?
Trade practices, duration of employment, intention at time of contract formation, frequency of pay, and level of position.
Katie purchased a TV from Ryan for $250. After taking the TV home, she found out that it didn’t work. What arguments would likely arise from this situation and how can she get damages?
Fraudulent or innocent misrepresentation, both cases would rescind the contract but she would need to prove fraudulent (i.e. Ryan knew it was broken) to get damages.
What duties ensure that agents act with integrity, and diligence while representing the interests of their principals.
Compliance with the agency agreement, duty of care, personal performance, and good faith.
A retail company enters into a financing arrangement with a bank to secure a line of credit. Rather than providing a specific asset as collateral, they grant the bank a security interest over their inventory of goods. What type of security interest is held by the bank?
The bank holds a floating charge security interest.
Max, Ben, Patrick and Rebecca want to start a real estate development company together. Each member brings a unique set of expertise such as project management skills, and financial acumen. What would be the best way to set up their organization if they think they might need additional investors for large projects, and why?
They’ll want to set up a Limited Partnership (LP) which has the general partners who take part in active management and limited partners who only contribute capital.
A production company experienced a sudden downturn in business leading to a need for cost cutting measures. Susan, a manager with 10 years of experience was abruptly let go. Explain what should the company have done to avoid any potential lawsuits?
They should have given her pay in lieu of notice because they had no cause to terminate her.
What factors combine to create the real and substantial connection test?
The defendant is resident in the jurisdiction, the defendant carries on business in the jurisdiction, the jurisdiction is the location where the tort occurred, and a contract connected with the dispute was made in the jurisdiction.
What elements must be present for an invention to be patentable?
It must be new, useful, and; an art, process, machine, manufacture, or composition of matter, or an improvement to such.
What unique attributes does a corporation possess?
Limited liability of shareholders, transfer of ownership, separation of management and control, no duty of good faith for shareholders, continuity, and taxation.
Waterloo Construction engages Alex, a skilled carpenter to work on a project involving renovating a client’s home. The terms of his engagement are loosely defined and during the project, an accident occurs as a result of negligence. How can Waterloo Construction avoid any liability?
They would have to show that Alex is an independent contractor by having more control over his activities and schedule.
Lisa, a real estate agent, consistently presents herself as having authority to negotiate and finalize transactions. John relies on this and agrees to a deal. Explain what he must prove to make the principal bound by the agreement if they claim she exceeded her authority.
He must prove that he wasn't aware of any restrictions on the agent's authority and/or if it's reasonable to assume that the agent has authority.
Robert booked Travis Scott to perform at an event in Montreal and incurred significant costs to get the venue and hire staff. On the day of the event, Travis’s jet broke down in California, preventing him from performing. Was their contract discharged, explain?
No, discharge by frustration would only apply if it was literally and physically impossible for him to perform. He could’ve reasonably foreseen this issue happening and planned other methods to get to the event.
What are the three steps a court uses to decide whether or not to enforce an exemption clause?
First, the court decides whether the clause covers the circumstances in question. Second it determines whether the clause was unconscionable at the time of contracting. If not, they lastly determine whether there is a strong public policy reason against enforcement.
Several shareholders have become increasingly concerned by the decisions made by the board of directors such as high risk investments that resulted in a loss. What would the shareholders need to establish to bring an action on behalf of the corporation?
This is derivative action and requires them to establish that the directors refuse to bring the action themselves, that he is acting in good faith, and that it appears to be in the interests of the corporation or its shareholders
XYZ Corporation, a manufacturing company, has been facing some financial difficulties. Despite this, the board of directors decides to declare and pay dividends to shareholders in an attempt to maintain investor confidence. This causes their net assets to be less than the stated capital. What concept will apply here and who might be liable?
The Maintenance of Capital Test- directors can be personally liable as they have breached their fiduciary duty by jeopardizing the financial health of the organization.
Max, a financial analyst, has been working for a large bank for several years. One day his employment is abruptly terminated for performance issues that had never been raised before. Explain what situation would cause any potential damages to be reduced?
Mitigation- As in all breach of contract cases, plaintiff must mitigate their damages by acting reasonably to reduce losses and trying to obtain reasonable comparable employment
Telecom Inc. experienced an outage, causing them to not be able to deliver internet for a short period. Would they still be paid in full and if so based on what concept?
No, while they breached their contract, it was only minor and the Doctrine of Substantial Performance allows them to enforce the contract since it was substantially performed. The payment is however subject to reduction for damages.
Voltage Industries produces a successful line of electronic gadgets called “EchoWave”, which they have a trademark for. Green Technologies sees this product and is able to produce something similar but at a lower price. Explain the concept that keeps Voltage protected?
Tort of Passing Off- when the good or service enjoys a reputation that is worth protecting, the defendant misrepresented its goods, likelihood of confusion in the public’s mind between goods, and the plaintiff will likely suffer damages.
Jack is the majority shareholder of a corporation and wants them to sell their main asset. A general meeting of shareholders is called and a resolution is passed instructing the board to proceed with the sale, they refuse. What argument would defend them from a lawsuit from Jack?
They would argue that Directors are the ones who manage the business of a corporation and must act in its best interest. And they are not bound to follow the instructions from shareholders.
Evergreen Co., a pulp mill, is accused of environmental offenses related to the improper disposal of hazardous waste. Who can all be found liable for this offense and what must be proven?
The corporation, senior officers, and directors. You must first make liable those who “cause or permit” a hazardous substance to be discharged, and then make liable “any officers, directors or agent who directed, authorized, assented to, or participated in the commission of the offense”
David, a skilled software developer, has been working on a six-month contract to lead a software development project. As he diligently works on the project, he suddenly discovers that his access to the company's systems has been revoked, leaving him unable to continue his work. Due to the sudden nature, explain if he can claim he was wrongfully terminated?
No, while there likely should’ve been more communication, the relationship has naturally come to an end when the fixed time period expired and neither party has a right to expect anything from the other at the end of the time.