An MOU (‘Memorandum of Understanding’) was entered into between the defendants, Icon Energy Ltd (Icon) and their subsidiary Jakabar Pty Ltd and the second plaintiff, Southern Fairway Investments Pty Ltd (Fairway). An MOU describes a bilateral or multilateral agreement between two or more parties that expresses a convergence of will between them, indicating an intended common line of action. This pre-contractual document stipulated that the parties would enter into negotiations for a GSA (Gas Supply Agreement). However no GSA was ever agreed to between the parties. The second plaintiff then proceeded to sue the defendants on the grounds that they had breached the terms of the MOU by failing to adhere to their promise to negotiate. The …show more content…
The MOU contained clauses that the parties would ‘use their reasonable endeavors to negotiate a GSA’ by a specified date. Clause 2(b) stated that ‘each party must work in good faith to progress the GSA in the manner contemplated. However, Schedule 2 contained customary language that the terms did not constitute an offer capable of acceptance, and that the ‘terms and conditions are indicative only and are submitted as a means of encouraging discussion’. As no GSA was concluded the plaintiffs initiated proceedings that the defendants had not negotiated as promised. They also were seeking damages for the lost opportunity of concluding the GSA, which they estimated to total $221 million and an additional claim for damages of $750,000 associated with expenses incurred in performing the MOU. Mr. Baldwin also submitted a claim for breach of the promises contained with Clause 2(a.). 4. Defendants’ Argument In response to the plaintiff’s claim the defendants made three key arguments. Firstly, they argued that their claim for damages for breach of the MOU was unsustainable as the agreement to negotiate was uncertain and therefore unenforceable. Secondly, the matters pleaded would not constitute a case for breach of MUO even if it was enforceable. Thirdly, that the plaintiff’s alleged estimate for damages is defective as the ‘facts by which the alleged loss or loss were sustained are [were] not pleaded’. Despite that the plaintiffs maintained
The customers, Charles Ellison and Susan Bresler represented by the Atlanta law firm Strickland Brockington & Lewis sued the Natural Gas Company “under a private right of action in the Gas Act.” The plaintiffs sought to recoup their overpayments charged through the defendant’s violations of the Natural Gas Competition and Deregulation Act (Natural Gas Act). The defendant asked the court to dismiss the case due to the plaintiff’s failure to establish a reasonable claim on which repayment should be given. A trial court granted a motion to dismiss the case, but an
I invested a significant amount of time to prepare for the Byrnes, Byrnes & Townsend negotiation meeting. I represented Mrs. Townsend, the plaintiff in this case and I chose co-operative strategies and tactics for this negotiation exercise. For me to address the liability and evaluate the case, I had to divide the facts in four categories: weaknesses and strengths of the opponent, weaknesses and strengths of my case. From the class discussions, I learned that the success of the negotiation directly depends on the preparation stage, therefore, I carefully assessed the obtained information, evaluated interests of both parties, set out substantive, intangible, and procedural goals, developed mine and my opponent`s BATNA, set the limits, and implemented negotiation strategy and tactics.
-the facts: an anti-nuclear protest group sent an application to seek permission to rent a room. The Alliance hoped to use the room for a dance. The Adjutant general mailed a contract offer to the Alliance, agreeing to rent on specific terms. The offer required a signed acceptance. The day that Cushing received it he signed it and put it in the office’s outbox. The next day Cushing received a call stating that the offer was being withdrawn, and although Cushing said he had already accepted the general stated that it was withdrawn. They brought suit against Governor Thomson. The court ruled that a contract had been formed and Thomson appealed.
In the matter of Sydney Project Group Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) and S.E.T. Services Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) [2017] NSWSC 881 (30 June 2017) (‘SPG and SET’) concerns the events involving plaintiffs Michael Hogan (H) and Christian Sprowles (S). Salim Mehajer (M) is the sole shareholder of both Sydney Project Group Pty Ltd (SPG) and S.E.T. Services Pty Ltd (SET). M appointed Kenneth Lee (L)
Parties to the Case, Facts of the Case, and Business Reasons for the Dispute (30 points)
The overturning of the verdict means that M International will have to reduce the liability they accrued in 2009, but must wait until it is realized in 2011 because the reduction is treated like a gain contingency. Once the appellate judges declined W’s petition for a re-hearing, M can realize that they need to reduce the liability because they no longer have to pay the
Once all computer systems have been sanitized, they can then be disposed of. There are various ways in which this can be accomplished, some more profitable to the company than others.
M international (M) and W Inc (W) decided to enter a long term litigation, due to a patent rights violation. M being the demandant and W the respondent. Not enough information was provided in relation to the charges or the patent.
Whereas, the District’s participation in this Agreement is not an admission of liability but is an attempt to bring closure to disputed issues; and
I have reviewed the agreement, however, under Submittals, Section Four (4), page 2, with questions.
The decision of Alumina, to settle the dispute through alternative dispute resolution was a great decision. This decision allows for both parties to come together to discuss the issues at hand without the input of the public or media. Both parties decided to reach a decision through mediation. The mediator has no direct relation to either party, so able to facilitate a win-win outcome. This allowed for Alumina to safeguard their reputation and save money by not going through litigation. Ms. Bates received punitive damages and signed a strict confidential agreement. All claims were dismissed and all information remains confidential.
The offer and acceptance model is flawed- only an agreement is necessary. In order to fully comprehend this statement, we must first establish what constitutes and offer and what constitutes acceptance. “An offer is a statement by one party of willingness to enter into a contract on stated terms, provided that these terms are, in turn, accepted by the party to whom the offer is addressed”. Acceptance is “…an unqualified expression of ascent to the terms proposed by the offeror”. The “Offer and acceptance model” is based on the court’s adopt the “mirror image” rule of contractual formation. Applying the definitions stated above, we can take this to mean that there must be a clear and unequivocal offer which must be matched by an equally
WHEREAS, the Parties have concluded that this Agreement is a fair, reasonable and adequate resolution of all Claims that have been made, or could have been made in the Suit; and
Another aspect of the negotiation that could have been changed, resulting in a more effective and symbiotic outcome, would have been the number of years the terms included. If the agreement had, instead, called for an annual or bi-annual renegotiation, then perhaps neither organization would have been prompted to sue. Instead, they may have simply waited out the shorter termed agreement and renegotiated the terms or cancelled the agreement afterwards.
Corporation origin from the Latin word Corpus which means body. It is formed by a group of people and has separate rights and liability from those individual. In any means, corporation exists independently from its owner and this principle is called the doctrine of separate personality. Doctrine of separate personality is the basic and fundamental principle in a Company Law. This principle outline the legal relationship between company and its members. Company’s assets belong to the company not the shareholders as assets are the equity for creditors. Company must use up all its assets to pay off the creditors if it became insolvent. The same applies to the corporation’s debts. For limited liabilities company, the shareholder liability is limited which means that the shareholder is restricted to the number of shares they paid and not personally liable for the corporation’s debts. If the company does not have enough equity to pay off debts, the creditors cannot come after the shareholders. However, limited liability company can be very powerful when in hands who do fraud and on defeating creditors’ claims. Courts then can ignore the doctrine for exception cases and lifting the corporate veil. Lifting the corporate veil is a situation where courts put aside limited liability and hold a corporation’s shareholders or directors personally liable for the corporation’s debts.