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Flashcards in Final Deck (30)
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1

Terms of Contract

offer
acceptance
consideration

2

Implied contracts

Implied by the actions or conduct of a party
Circumstances can imply a contract

3

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

4

Unconsciencable Factors:

Unconsciencable Factors:
1. A clear and unambiguous promise
2. Reasonable and reliance to whom the promise was made
3. An injury sustained as a result of that alliance- and then court should create an equitable remedy

5

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.

6

TO INTERFERE WITH A CONTRACT, YOU MUST HAVE A ____ & ______ CONTRACT

TO INTERFERE WITH A CONTRACT, YOU MUST HAVE A VALID & ENFORCEABLE CONTRACT

7

Best efforts

to vague to uphold- must define accutely what is an "best effort" for it to hold

8

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

9

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

10

Good Faith & Fair Dealing

GOOD FAITH AND FAIR DEALING- THEY SHOULD BEHAVE APPROPRIATELY AND ACT PROPERLY WHEN CREATING THE DEAL

11

RIGHTS TO THE RESULTS & SERVICES

THE PEOPLE THEY WORK FOR OWN THE FINAL PRODUCT-INCLUDES RIGHT TO MERCHANDISE, TRANSLATING,

12

RULE OF AMBIGUITY

CONTRACT IS UNAMBIGUOUS IF IT HAS DEFINITE & PRECISE MEANING & THEIR IS NO REASONABLE BASIS FOR DIFFERENCE OF OPINION

13

What contracts should say

SHOULD HAVE SAID "ALL RIGHTS, BUT NOT LIMITED TOO"

14

EXPECTATION DAMAGES

WHAT YOU WOULD ASSUME THE PERSON WOULD RECEIVE DURING THAT TIME

15

Damages

AMOUNT YOU WOULD BE PAID FOR THE UNEXPIRED TERM OF THE CONTRACT

16

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

17

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.

18

CONSEQUENTIAL DAMAGES

CONSEQUENTIAL DAMAGES ARE PROVABLE WITH SUFFICIENT EVIDENCE THAT THERE WAS A CAUSE OF LOSS OF PROVABLE AND IDENTIFIABLE PROFESSIONAL OPPORTUNITIES

19

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

20

Equitable remedy

Court will ask for someone to act in specific way or injunction

21

Legal damages

Solving the problem using money

22

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

23

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

24

Based upon credit

Is not as narrowly defined
• Loosely defined & you do not need consent from the person being named

25

Possessory credit

Goes to the producer, director, writer, or creator of the specific work
-Must receive approval from person being named

26

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

27

When can the First Amendment be silenced?

o First Amendment can be silenced when it is going to produce imminent lawless activity

28

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)

29

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

30

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