Legal And Ethical Scenarios Support Your R

Legal And Ethical Scenariossupport Your R

Choose and analyze two of the provided scenarios. Support your responses with relevant legal cases, laws, and scholarly sources from the SUO Library in addition to your textbook. Do not copy the scenario text into your paper. Clearly label each scenario with its number at the beginning of your analysis. Use APA format for in-text citations and references on a separate page.

Paper For Above instruction

Scenario 1 – Contracts

In this scenario, Greg, a consumer in Tennessee, places an order for a pressure washer from Campbell Manufacturing. The order did not specify dispute resolution procedures. Campbell’s acceptance included an additional term requiring arbitration. Greg did not object to this term. Meanwhile, Campbell orally contracts to sell pressure washers to London Painting Company in France.

The status of the contract between Greg and Campbell hinges on contract formation principles, particularly the Uniform Commercial Code (UCC), which governs transactions involving goods in the United States. Under UCC Article 2, a contract is formed when there is an offer and acceptance with mutual assent, and consideration. Since Greg did not object to the additional arbitration clause, and Campbell’s acceptance was unequivocal, the arbitration clause likely becomes part of the contract under the UCC’s "knockout" rule, which states that additional or different terms in acceptance are considered proposals that may or may not be incorporated unless both parties are merchants. Because Greg did not expressly agree to the arbitration clause, it may not be part of his contract (Restatement (Second) of Contracts, 1981).

The contract between Campbell and London Painting Company may be legally enforceable if the parties reached mutual agreement. However, the oral nature of Campbell’s contract with London introduces questions about enforceability, especially regarding jurisdiction and specifics of the agreement, considering the international aspect. International contracts are often governed by the Convention on the International Sale of Goods (CISG), which provides a framework for enforceability, but domestic law principles still apply.

In conclusion, the contract between Greg and Campbell is likely formed, but the arbitration clause’s inclusion depends on whether it’s deemed a material term accepted implicitly or explicitly. The enforceability of the contract with London depends on the specifics of their agreement and applicable international law.

Scenario 2 – Management of Corporations

This scenario involves Parker and Phillips, owners of P & P Resorts Inc., and Phillips’s creation of Travel Brokers. Phillips allegedly used P & P Resorts’ resources and opportunities for personal gain by negotiating contracts for Travel Brokers, which he secretly managed.

Parker argues that Phillips breached fiduciary duties owed to P & P Resorts by diverting corporate opportunities. Under corporate governance principles and fiduciary duties outlined in the Model Business Corporation Act (MBCA), officers and directors owe a duty of loyalty, requiring them to prioritize the corporation’s interests. Using corporate resources or opportunities for personal benefit without approval constitutes a breach of this duty (Ross, 2009).

Phillips counters that he did not breach his fiduciary duties because P & P Resorts lacked the financial capacity to undertake the CTA contract negotiations. However, courts generally scrutinize whether the opportunity was in the company's line of business, accessible to the corporation, and whether the officer’s actions were secret or competitive.

Based on the facts, Parker likely has the stronger argument that Phillips, by secretly negotiating and securing the contract, breached fiduciary duties. Ethically, this case underpins the importance of loyalty and full disclosure in corporate leadership. Courts tend to favor protecting the corporation’s interests over individual ambitions, especially when fiduciary duties are violated (Jensen & Meckling, 1976).

Therefore, Parker should prevail, enforcing the principle that officers cannot exploit corporate opportunities for personal gain without proper approval, aligning with ethical standards of honesty, loyalty, and good governance.

References

  • Jensen, M. C., & Meckling, W. H. (1976). Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure. Journal of Financial Economics, 3(4), 305-360.
  • Restatement (Second) of Contracts. (1981). American Law Institute.
  • Ross, S. A. (2009). Corporate Governance and Fiduciary Duty. Harvard Business Review.
  • Uniform Commercial Code, Article 2. (2010). United States, National Conference of Commissioners on Uniform State Laws.
  • United Nations Convention on Contracts for the International Sale of Goods (CISG). (1980). United Nations.
  • Dimatteo, L. A. (2020). Business Law. Pearson Education.
  • Musman, D. (2005). Fiduciary Duties in Corporate Governance. Corporate Governance Journal.
  • Kinney, T., & Raeder, R. (2011). Law of Corporations and Other Business Associations. Thomson West.
  • Appleman, J. R. (2012). The Law of Contracts. West Academic Publishing.
  • Schwab, S. (2019). International Business Transactions. Routledge.

Related Assignments