Big Time Toymaker
At what point, if ever, did the parties have a contract?
Chou and BTT had a contract at the point they agreed to all the terms. By including the obligations of the parties and the terms of the agreement, the manager showed objective intent. A written contract was not necessary since this was a contract primarily dealing with services to distribute the game, not a production contract or a sales contract. Had it involved a goods contract to buy or sell, which under the Statutes of Frauds would not be a contract until all the terms were laid out in writing; that occurred when the manager from BTT emailed the terms which would have included his electronic signature and thus would have sealed the contract between the two. Also, if the contract is under common law, then the mailbox rule would say it went into effect when it was sent, not received.
What facts may weigh in favor of or against Chou in terms of the parties’ objective intent?
There are a few facts that weigh in favor of Chou. First, three days prior to the end of the 90 day exclusive negotiation rights agreement, they reached an oral agreement and then shortly thereafter, a business email from a BTT management representative was sent to Chou with the specifics of the agreement. The email stated “that all of the terms had been agreed upon.” BTT also subsequently requested Chou to send them a draft distribution contract spelling out the specifics of the agreement that the email from the BBT manager sent to Chou. Finally, distribution of Strat would have exceeded the 500.00 limit (Amended UCC § 2-201(1)) of the Statute of Frauds. The fact that may weigh against Chou is that the contract never had an actual signature on it.
Does the fact that the parties were communicating by e-mail have any impact on your analysis in questions 1 and 2?
Yes, communication via email in today’s business world is considered a normal mode of business communication. The UETA, the...
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