Terms of Contract
offer
acceptance
consideration
Implied contracts
Implied by the actions or conduct of a party
Circumstances can imply a contract
Deal Memo
Material terms are defined in one page- IT IS A SUMMARY OF THE MATERIAL TERMS- it counts as a contract because everything is included- the definitives are all defined- As long as it contains material terms it is enforceable
Unconsciencable Factors:
Unconsciencable Factors:
- A clear and unambiguous promise
- Reasonable and reliance to whom the promise was made
- An injury sustained as a result of that alliance- and then court should create an equitable remedy
Promissory estopple
the legal principle that a promise is enforceable by law when the promisor (person making the promise) makes a promise to the promisee (person being promised) who relies on it to his or her detriment.
TO INTERFERE WITH A CONTRACT, YOU MUST HAVE A ____ & ______ CONTRACT
TO INTERFERE WITH A CONTRACT, YOU MUST HAVE A VALID & ENFORCEABLE CONTRACT
Best efforts
to vague to uphold- must define accutely what is an “best effort” for it to hold
Damages for breach of employment contract
DAMAGES THE AMOUNT OF THE SALARY FOR THE ENTIRE CONTRACT- LESS ANY AMOUNT THAT WAS EARNED/REASONABLY COULD HAVE BEEN EARNED THROUGH OTHER EMPLOYMENT
There needs to be _____ _____ in order for the talent to be at fault & ____
There needs to be WILLFUL MISCONDUCT in order for the talent to be at fault & proof
Good Faith & Fair Dealing
GOOD FAITH AND FAIR DEALING- THEY SHOULD BEHAVE APPROPRIATELY AND ACT PROPERLY WHEN CREATING THE DEAL
RIGHTS TO THE RESULTS & SERVICES
THE PEOPLE THEY WORK FOR OWN THE FINAL PRODUCT-INCLUDES RIGHT TO MERCHANDISE, TRANSLATING,
RULE OF AMBIGUITY
CONTRACT IS UNAMBIGUOUS IF IT HAS DEFINITE & PRECISE MEANING & THEIR IS NO REASONABLE BASIS FOR DIFFERENCE OF OPINION
What contracts should say
SHOULD HAVE SAID “ALL RIGHTS, BUT NOT LIMITED TOO”
EXPECTATION DAMAGES
WHAT YOU WOULD ASSUME THE PERSON WOULD RECEIVE DURING THAT TIME
Damages
AMOUNT YOU WOULD BE PAID FOR THE UNEXPIRED TERM OF THE CONTRACT
MITIGATION
PARTY WHO LOST MUST TAKE ACTION TO TRY AND LESSEN THE AMOUNT OF HIS LOSS- EXAMPLE: IF FIRED HE MUST LOOK FOR ANOTHER JOB
MAXIMUM MEASURE OF DAMAGES FOR BREACH OF CONTRACT
MAXIMUM MEASURE OF DAMAGES FOR A WRONGFUL BREACH OF CONTRACT IS THE AMOUNT OF SALARY FIXED BY THE CONTRACT AND DAMAGES TO NAME, CHARACTER OR REPUTATION ARE NOT RECOVERABLE.
CONSEQUENTIAL DAMAGES
CONSEQUENTIAL DAMAGES ARE PROVABLE WITH SUFFICIENT EVIDENCE THAT THERE WAS A CAUSE OF LOSS OF PROVABLE AND IDENTIFIABLE PROFESSIONAL OPPORTUNITIES
NEW ROLE MITIGATED
MUST SHOW THAT THE NEW ROLE MITIGATED IS SUBSTANTIALLY SIMILAR & COMPARABLE TO THE ROLE THAT WAS TAKEN AWAY
o YOU DON’T HAVE TO TAKE JOBS THAT ARE NOT SUBSTANTIALLY SIMILAR WHEN MITIGATING
Equitable remedy
Court will ask for someone to act in specific way or injunction
Legal damages
Solving the problem using money
Can get an injunction if:
- Money isn’t a remedy
- When the services are special, extraordinary or unique and cannot easily be replaced and the damages are irreparable and unascertainable you can enjoin or stop the person from working elsewhere for the unexpired term of the contract
In an injunction or restraint on work:
• Must be fair and can’t be undue restraint
-If it is far geographically, it does not count
Based upon credit
Is not as narrowly defined
• Loosely defined & you do not need consent from the person being named
Possessory credit
Goes to the producer, director, writer, or creator of the specific work
-Must receive approval from person being named
Miller Test
(all three must be met)
• Average person applying community standards would find that the work as a whole appeals to prurient (bad erotic) interest
• Whether the work depicts or describes in a descriptive and offensive way sexual conduct
• Whether the work taken as a whole lacks serious literary, political, scientific, or artistic value
When can the First Amendment be silenced?
o First Amendment can be silenced when it is going to produce imminent lawless activity
3 elements of imminent lawless activity
- Directed and intended towards the goal of producing the imminent suicide/lawless activity
- Likely to produce the result
- It cannot be an unreasonable reaction- it has to be a specifically intended consequence
(has to be all three)
Factors of imminent
- Forseeability
- Degree of certainty that someone suffered injury
- Connection between conduct and injury
- The moral blame
- The policy of preventing future harm
- The extent of burden if this speech would be limited
- Getting insurance to protect defendant from further similar charges
Can be monitored if:
HOWEVER, radio broadcast is uniquely accessible to children, so it can be regulated
Must be right place, at right time
Example: Not during primetime
