BL 300 Final

National Labor Relations Act

Most private sector employees who are not supervisors or managers have the right to: self-organize; form union or not form a union; bargain with employees; strike; engage in "concerted activities or other acts of mutual aid or protection" unfair labor practices infringe on these rights

utilitarianism

(consequentialism): maximizing outcomes - greatest good for the greatest number - maximize total benefit for everyone involved - cost-benefit - Ex. GM decided redesigning defective cars would impose a greater cost than paying legal claims to the injured plaintiffs

determining if something is a trade secret

- extent to which info is known outside the business - extent to which measures are taken to protect info - value of info - amount of time/money spent to develop info - ease of duplicating info

to obtain a permanent injunction (injunctive relief test)

-an irreparable injury exists -the remedies available at law, such as monetary damages, are inadequate -an injunction is appropriate given the balance of hardships between the plaintiff and the defendant -the public interest would not be disserved by a permanent injunction

what plaintiff must prove to win a 10b-5 fraud case

-misstatement or omission of a fact -M/O must be material -M/O was in connection with the purchase or sale of a security -scienter (M/O made intentionally/recklessly) -reliance -loss causation

tort of "invasion of privacy" (intrusion upon seclusion)

1) intrusion has to be objectionable (offensive; in employment) will be determined by considering the extent of business' interest 2) employee must have had a reasonable expectation of privacy Must meet both elements to satisfy tort of "Invasion of Privacy"

takeover defenses

1) poison pills: hostile bidder acquires 10-20% of company - other shareholders buy shares to dilute or offer discount shares - need system for removing - right to take away 2) greenmail: occurs when raider acquires stock in a target company and then threatens to commence a hostile takeover unless the stock is repurchased by the target at a premium over the market price 3) pacman: turn around and try to buy hostile bidder 4) golden parachute: exec payout in case of M&As 5) staggered board: harder to change

illegal reasons for firing

1) unlawful discrimination (protected groups) 2) contracts: union agreements, written contracts, verbal contracts 3) miscellaneous federal and state law: wrongful discharge, whistle blowing

Director's duty of loyalty

directors primary obligation is to the shareholders and they cannot take personal advantage a transaction made under a conflict of interest is acceptable after full disclosure of the conflict: a majority of disinterested directors approve them OR a majority of shareholders approve them

offer

manifestation of willingness to enter into a bargain that justifies another person in understanding that his/her assent will conclude the bargain effective if: -offeror has an intention to be bound by the offer (reasonable person would consider this an offer, ads not treated as offers) -terms of the offer are reasonably definite (essential terms of the agreement set: price, subject matter, duration of the contract, manner of payment) -communicated to the offeree

varying distinctiveness of trademarks

marks fall on a distinctiveness continuum depending on the product on which it is used -fanciful and arbitrary mark, suggestive marks, descriptive marks, generic terms

seller's remedies

measure of direct damages is the difference between market price at the time and place for delivery and unpaid contract price, less expenses saved because of buyer's breach seller is also entitled to recover profit that it would have made from full performance by the buyer

patent troll

a non-practicing entity that purchases one or more patents with the intent to enforce the patents against infringers rather than manufacture the products or services the patent is for

injunctive relief

a patent holder may seek preliminary injunction to prevent any further infringement of the patent pending the courts ultimate decision -many courts reluctant to grant this

direct reliance

a plaintiff may show reliance by showing that he/she was aware of misstatement by the defendant and traded based on that misrepresentation

disproving reliance

can show three things 1) buyer's expertise was equal to or superior to the seller's 2) buyer relied on skill and judgement of persons hired by the buyer 3) buyer supplied the seller with detailed specification or designs that seller was to follow

undue influence

court may invalidate an agreement if one party exercised improper persuasion on the other, making genuine assent impossible

genuineness of assent

court will refuse a contract if it finds that one or more of the parties did not genuinely assent to its terms -a contract is voidable if it is tainted with fraud

reasonable restrictions on competition

courts will only enforce reasonable restrictions on competition Reasonableness test: unreasonableness can be found on many grounds, such as: 1) duration of limitation 2) geographic extent 3) scope of activities prohibited 4) employer's relation to the interests being protected

Article 2 of UCC

deals with sales of goods - all things movable at time identification of a contract

business necessity

defense to disparate impact claim Employer must establish that the criteria is "related to safe and efficient job performance and consistent with business necessity" AND no less discriminatory alternative exists

capacity red flags

minors and mentally incompetent people lack capacity because they cannot protect their own interest minors: contracts voidable at the option of the person lacking capacity mentally incompetent: can be void, voidable, or valid

mistake of fact

mistake of face by both both parties can make a contract voidable -general rule: unilateral mistake of face by one party does not make contract voidable -by both: can be voidable -courts look at 3 factors: substantiality of the mistake, whether risk were allocated, and timing (prompt notice of the mistake)

contract breach damages

monetary: w/ cause - pay up until point of termination, without cause - employee required to mitigate damages, may have obligation to seek employment equity (specific performance): once relationship sours, there is no equitable remedy - you cannot force someone to work for you

remedies for trademark infringement

most common is injunctive relief -courts may also award damages measured by the owners lost sales and profits due to the infringement or by economic injury to the owners goodwill and reputation

mirror image rule

no contract has been formed if what the offeree accepts does not exactly match the same as what the offeror has offered

business judgement rule

directors win any lawsuit brought by shareholders alleging that the board made a wrong decision so long as the decision was informed and no board members had an unacceptable conflict of interest only applicable if directors make an INFORMED decision courts will not respect directors' business judgement if the directors: were interested in the transaction, didn't act in good faith, acted in a manner that can't be attributed to a rational purpose, or reached their decision by a grossly negligent process

distributive justice vs. virtue ethics

distributive justice: focus on the fairest decision; consider the veil of ignorance - make decision by how it will affect the worst off virtue ethics: what would the most ethical company look like/ how would we act in accordance with the virtues we value

defenses to patent infringement

noninfringement, invalidity, patent misuse, innocent infringement, the first sale doctrine

trade-offs: trade secrets and patents

duration of protection: -patent: 14-20 years -trade secret: 0-perpetuity scope/strength of protection: -patent: -trade secret: economic espionage act cost: -patent: filing -trade secret: compliance program risk of losing protection: -trade secret: always at risk of olosing

Rule 10b-5

encourages disclosure of information relevant to the investing public, to prevent investors, and to deter fraud in the securities industry

puffing

not a factual misrepresentation and is not subject to liability Ex. a salesperson calling their product "the best"

fraud in the inducement

occurs when a party makes a false statement to persuade the other party to enter into an agreement

fraud in the factum

occurs when, because of a misrepresentation, or untrue statement of material fact, one party does not understand that he/she is entering into a contract or does not understand one of the essential terms

Unocal Proportionality Test

established principle that the business judgement rule applies to takeover defenses, provided that directors can show they had reasonable grounds for believing that the unwelcome suitor posed a threat to corporate policy and effectiveness and that the defense was a reasonable response to that threat test: 1) reasonable threat to equity shareholders 2) reasonable response to inadequate evaluation, effect on community, impact on employees, and capital structure

criminal liability under the economic espionage act

Act of 1996: imposes criminal liability on any person who intentionally or knowingly steals a trade secret or knowingly receives or purchases a wrongfully obtained trade secret -applies to any trade secret related to or included in products placed in interstate commerce -can be fined up to $250k and imprisoned up to 10 years -organizations can be fined up to $5 million

Revlon Mode

once the judgement is made that a sale or breakup of the corporation is in the best interests of the shareholders or is inevitable, directors have a fiduciary duty to obtain the best available price for the shareholders

public policy exception

even if an individual is an at-will employee, in most states the employer is prohibited from discharging the employee for a reason that violates public policy Ex. greatest protection given to an employee discharged due to a refusal to commit an unlawful act, such as perjury or price-fixing, at the employer's request

patent misuse

even if the defendant has infringed a valid patent, the defendant has a defense if it can prove that the patent holder abused its patent rights and therefore has lost, at least temporarily, its right to enforce them - improperly expanding the physical or temporal scope of a patent constitutes patent misuse

implied covenant of good faith and fair dealing

exception applied to prevent an employer from terminating an employee for the purpose of depriving that employee of compensation earned, but not received, for services performed before the dismissal (e.g. year end bonus)

copyright misuse

exists when a copyright owner leverages his/her statutory copyright to gain control over areas outside the copyright's intended scope -if court finds misuse, the copyright owner cannot enforce its copyright against infringers until the misuse has been purged

express warranty

explicit guarantee by seller that the goods will have certain qualities two components: 1) seller makes a statement or promise relating to the goods, or provides a description of goods, or furnishes a sample or model of the goods 2) statement or promise becomes a part of the basis of the bargain between buyer and seller

disparate impact

facially neutral - illegal discrimination if the employer's application of a neutral criteria has the effect of disadvantaging a significant proportion of people in a protected category

duress

inducing someone to sign a contract by physical threat, blackmail, or extortion -present only if the threatened act is wrongful or illegal

remedies for trade secret misappropriation

injunctions: order misappropriater to refrain from using the stolen trade secret, only to prevent irreparable harm monetary damages: used when the owner of the TS has suffered financial harm, based on contract of tort theory punitive damages: available when the misappropriation was willful and wanton

remedies for patent infringement

injunctive relief, obtain a permanent injunction, damages

utility patent

invention must be novel, useful, nonobvious, and patentable as to subject matter (invention must be a process, machine, manufacture, or composition of matter/ a novel, useful, and nonobvious improvement thereof)

disparate treatment

it is illegal to discriminate based on membership in a protected category & that can be proven by: direct evidence (memo, smoking gun) or prima facie case (1) proving he/she is a member of a class of persons protected by Title VII and 2) he/she was denied a position/benefit that he/she sought, for which he/she was qualified, and that was available)

merchant

person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction -no mirror image rule when transaction between merchants

remedies for copyright infringement

plaintiff can recover both actual damages and the defendants profits attributable to the infringements, to the extent that these are not duplicable -willful infringers may face criminal penalties as well as civil remedies

types of copyright infringement

plaintiff must show: the work is substantially similar to the protected expression, the alleged infringer had access to the plantiffs work -direct copyright infringement: occurs when the copyright owner alleges that the defendant violated at least one of the five exclusive rights of the copyright holder

implied contracts

judicial exception to the at-will rule, whereby the parties' conduct is sufficient to imply a contract that limits the employer's right to discharge even when there is no written or express oral contract factors that give rise to implied obligation to discharge the employee only for good cause are: 1) person has been long-term employee 2) has never been formally criticized or warned about his/her conduct 3) received raises 4) has been assured that his/her employment would continue if he/she did a good job 5) has been assured by management that he/she was doing a good job

bilateral contract

promise given in exchange for another promise

unilateral promise

promise in exchange for an act Ex. promise to give $10 if you drive me to school, no contract is formed until you drive me to school

deontology

Kantian theory concentrates on universizability (also known as categorical imperative) and reversibility (golden rule) - Ex. GM COO argued to correct flawed car because she would not want to buy a harmful, defective product

design patent

protects any design that is novel, original, and ornamental - a design dictated by function rather than aesthetic concerns can not get a design patent, but may get a utility patent

statute of frauds

requires certain types of contracts to be evidenced by some form of written communication (oral does not suffice in some cases) -courts will not enforce contract if the statute of frauds is raised as a defense

acceptance

response by the person receiving the offer that indicates willingness to enter into the agreement proposed in the offer -both offers and acceptances can be oral, written, or implied by conduct -offeror can specify the means and manner of acceptance if they choose to do so

trademarks comparison with other forms of protection

unlike other forms of IP protection, trademark doesn't protect against competitor's duplication of a product/service, instead it protects against a competitor's use of an identical or substantially similar mark that creates the potential for customer confusion

noncompete and other agreements

used by companies to protect their interests - like other contracts, these agreements must be supported by consideration to be enforceable

confidentiality agreements

used so employees cannot copy or disclose confidential information without permission

when is a company in Revlon mode

what constitutes an event triggering the Revlon duty to maximize shareholder value when a corporation undertakes a transaction which will cause: a) a change in corporate control or b) a break-up of the corporate entity, the directors' obligation is to seek the best value reasonably available to the stockholders

parol evidence rule

when there is an unambiguous written contract that the parties intended would encompass their entire agreement, parol (that is oral) evidence of prior or contemporaneous statements is inadmissible in court and cannot be used to interpret, vary, or add to the terms of the written contract

copyright

legal right to prevent others from copying an original expression embodied in any original work of authorship fixed in a tangible medium -protects the expression, not the underlying ideas, in the work -the owner has exclusive rights to reproduce, distribute, display, and publicly perform the work as well as the exclusive right to create derivative works -must be original and fall within one of the following categories: literary work, musical work, dramatic works, pantomimes, and choreographic works, pictoral/graphic/sculptural works, motion pictures, and sound recordings

capacity

legal term that refers to a persons ability to understand the nature and effect of an agreement

contract

legally enforceable promise or set of promises

trademark

legally protected word or symbol that identifies the source of goods or services. also sounds, smells, color, the appearance of a store or restaurant chain (Apple has registered its glass storefront)

remedies for warranty breach

UCC attempts to put nonbreaching party in same position it would have been if the contract had not been performed

statute of frauds under UCC

UCC contract must be in written form if value is greater or equal to $500 Triggers following requirements: some written evidence of the sale of goods, writing must be signed by party against whom enforcement is sought, writing must specify quantity Only term that absolutely must appear in writing is quantity of goods sold If quantity is not stated, contract unenforceable unless: confirmation of contract has been received, party receiving it has reason to know its contents, party does not make a written objection within 10 days after receiving confirmation

contract formation under UCC

UCC permits a contract to be enforced if the parties intended a binding contract, even though important terms may have been left open for later agreement (offer and acceptance) -parties negotiate essential terms of contract including quantity, quality, and delivery date but neglect to bargain over less important items -court can "fill gaps" in UCC contracts -no mirror image rule for goods under UCC

promissory estoppel

detrimental reliance or unjust enrichment -this is the primary exception to the rule that only promises supported by consideration will be enforced -applies only if injured party can prove there was: 1) promise 2) justifiable reliance on promise (promise must cause the promisee to take an action that he/she would not have otherwise taken) 3) forseeable (action taken in the reliance on the promise must be reasonably forseeable by the promisor) 4) resulted in injustice: promise upon which the promisee has reasonably relied will give rise to the relief only if the failure to provide relief would cause injustice

compliance programs

directors must ensure that appropriate compliance programs are in place and must be sure they remain informed about those programs. If they do that, and serious legal violations occur, the directors are not liable.

unconscionability

a contract term is unconscionable if it is so oppressive or fundamentally unfair as to "shock the conscience" of the court -so oppressive/unfair that it becomes unenforceable: procedural element (oppression and surprise), substantive element (overly-harsh), liability releases (relieve owner of any liability)

first sale doctrine

a copyright owner has exhausted its statutory right to control distribution of a copyrighted item once the owner sells the item and thereby puts in the the stream of commerce -owner cannot prevent resale of its copyrighted product -Ex. Kirtseng v John Wiley & Sons: resold textbooks was legal

invalidity

a court may find a patent invalid if: the invention was not novel, useful, or non-obvious when the patent was issued, the patent covers non-statutory subject matter, a statutory bar was created by a publication or sale of the invention prior to the filing of the patent application

innocent infringement

a defendant may claim innocent infringement if the patented item did not carry adequate notice of its patent status - not a complete defense, but a patent owner cannot recover damages arising out of infringement occurring before the defendant received actual notice of infringement

bona fide occupational qualification

a defense to a disparate treatment claim Employer must establish that membership in a desired category is necessary to successfully do the job

covenant not to compete

a device, ancillary to another agreement (such as an employment contract) that is used to protect a company's interests by limiting former employees ability to use their trade secrets when working for a competitor or by creating a competing business (severely limited in California and Georgia)

loss of trademark rights

abandonment: failure to use ones mark, may result in loss of rights -actual: owner discontinues use of mark with the intent not to resume use -constructive: results when the owner does something, or fails to do something, that causes the mark to lose its distinctiveness

elements required for a contract to exist

agreement: between the parties, formed by an offer and an acceptance consideration: parties' promises must be supported by something of value capacity: both parties must have to enter into contract legal purpose

the first sale (patent exhaustion) doctrine

an authorized sale of a patented article exhausts the patent holders exclusive rights as to that article, to the extent that the article embodies the invention -as a result, the patent holder is precluded from obtaining any further royalties or imposing any further restrictions on the article or its subsequent sale or transfer

intellectual property

any product or result of a mental process that is given legal protection against unauthorized use - four basic types: patents, copyrights, trademarks, trade secrets

noninfringement

asserts that the allegedly infringing matter does not fall within the claims of the issued patent - doctrine of file wrapper estoppel prevents a patent owner from asserting any claim interpretation at odds with the application on file with the PTO

damages for trademark infringement

available only if the defendant willfully intended to trade on the reputation of the famous mark's owner or to cause dilution of the famous mark -TM owner entitled to recover damages and costs as well as dilutor's profits -relief is available even if the other mark does not cause consumer confusion as the source of the product

patent litigation damages

awarded based on: -the patent holders lost profits -the infringers profits -a reasonable royalty for the infringers use of the invention Court also has discretion to: -increase the damages award by up to 3x for intentional or willful infringement -to award attorneys fees in exceptional cases

trade secrets

business or proprietary information that: has economic value, subject to reasonable security measures, generally not known and not easily ascertainable - need to develop and maintain trade secret protection program - cannot have both patent and trade secret

warranties

buyer can sue seller for breaching express or implied warranty warranties say that goods sold will have certain qualities or would perform in a certain way seller of goods can find itself bound, even unintentionally, by one of the three warranties provided by UCC: express, implied warranty of merchantability, implied warranty of fitness for a particular purpose

buyer's remedies

buyer may cancel the contract and recover as much of the price as has been paid then either: cover: buy the goods elsewhere and be reimbursed for the extra cost of substitute goods (buyer recovers difference between cost of cover and contract price) recover damages for nondelivery direct damages: difference between market price at the time the buyer learned of the breach and contract price buyer can also recover consequential damages: any loss resulting from general or particular requirements, injury to person or property proximately resulting from any breach of warranty

recover for breach of warranty

buyer must prove that: -seller made an express or implied warranty under the UCC -the goods were defective at the time of the sale -the loss or injury was caused by the defect rather than the buyer's negligent or inappropriate use of the goods -seller has no affirmative defenses, such as disclaimer of warranty

termination of an offer

by operation of law: time for acceptance specified by the offeror has elapsed or after a reasonable period has elapsed if offeror did not specify a time termination by action of the parties: offeror can revoke the offer, at any time, before the offeree accepts it -also rejected and roles reversed if offeree makes a counteroffer -inquiry into terms of an offer does not count as a rejection of the offer

defenses to trademark infringement

first sale doctrine: TM owner cannot act against resellers of products after the first sale of the product fair use doctrine: available when a TM user truthfully uses a competitors mark to identify the competitor's product for the user's own purposes -to establish fair use, defendant must show that it used the mark: other than as a mark, in a descriptive sense, in good faith (user must not have intended to capitalize on the mark's goodwill or reputation) nominative use: defendant not liable if it uses the mark to reference a competitors product, even if the defendants ultimate goal is to describe its own product -must prove that: use was necessary to describe both plaintiffs products and defendants, used only as much of the plaintiffs mark as reasonably necessary to identify it genericity: TM that is arguably a generic term first amendment: use this defense when the sue of another's trademark is part of their communicative or expressive message and thus is protected as free speech

intent to be bound

for long negotiation processes, is a manifested intention by the parties that can create an enforceable contract even if nonessential terms must still be hammered out or a more definitive agreement is contemplated

protecting a trade secret

for proper protection, owner must develop a program that preserves its confidentiality that covers four areas: - notification: confidentiality agreement - identification: must specify as much as possible - security: protection destroyed if secret exposed intentionally or by mistake - exit interviews: conduct to enforce confidentiality agreement

inevitable disclosure doctrine

form of employee misappropriation that says that former employees who go to work for competitor in a similar capacity will inevitably rely on and disclose the trade secret gained from former employment

consideration

formation of a valid contract requires each party must provide something of value -money, object, service, promise

clawback provisions

give the employer the right to recoup some or all of the employee's stock option gain if he/she goes to work for a competitor within a certain period of time following exercise of the option

acceptance with missing terms

goods shipped and delivered without all material terms settled, terms of contract will be supplemented by UCC gap-filler

patents

government-granted right to exclude others from making, using, selling, offering for sale, or importing into the U.S. an invention - three basic types: design (most common), utility, plant

implied warranty of merchantability

guarantees that goods are reasonably fit for the general purpose which they are sold and properly packaged and labeled applied to all goods sold by merchants in normal course of business

implied warranty of fitness for a particular purpose

guarantees that the goods are fit for a particular purpose beyond the ordinary purpose for which the seller recommended them Four elements: 1) buyer had a particular purpose for the goods 2) seller knew or had reason to know of that purpose 3) buyer relied on the sellers expertise 4) seller knew or had reason to know of buyers reliance

line-of-business test

if an officer, director or controlling shareholder learns of an opportunity in the corporation's line of business, that person must fully disclose the opportunity and receive clear approval to take the opportunity as her own

acceptance with additional terms

if either party is not a merchant, the new proposals are not automatically incorporate into contract if all parties are merchants, additional terms are automatically incorporated

hostile environment

if hostile environment is created by co-worker: employer liable if it knew or should have known about the harassment but failed to stop it if hostile work environment is created by supervisor: tangible job action (demotion), no tangible job action Employer is liable unless it can prove 1) it took reasonable care to prevent and correct 2) employee unreasonably failed to take advantage of preventive/corrective opportunities

conditional response

if offeree wants to make counteroffer rather than acceptance, must state clearly that acceptance hinges on additional or different items

Rule of "Employment-at-Will"

in the absence of an employment contract to the contrary, an employer generally has the right to dismiss an employee at any time for any reason, even a lousy reason, so long as the reason doesn't violate the law

fair use doctrine

says that a person may infringe a copyright if they use the copyrighted material while engaging in such activities as literary criticism, social comment, news reporting, education, scholarship, research -to decide "fair use": courts balance public benefit of the defendants use against any detrimental effect on the copyright owner's interests, they consider if it was used for profit, economic effect on use of copyright owner, nature of work uses, and amount of the work used -if new work is deemed transformative, then there is no infringement

useful article doctrine

says that copyright protection does not extend to the useful application of an idea -if the expression of a pictorial, graphic, or sculptural work cannot be identified separately from and exist independently of such utilitarian aspects, courts will deny copyright protection to the whole work -Ex. of an article whose expression is not separable from its utilitarian aspects is the layout of an integrated circuit -Ex. of an article whose expression is separable from its utilitarian aspects would be a lamp that incorporates a statue of a woman in its base

corporate opportunity doctrine

specialized rule for situations where an officer considers taking a business opportunity; doctrine says that a duty of loyalty is that officers and directors may not take personal advantage of a business opportunity that rightfully belongs to the corporation

wrongful discharge

termination of employment without good cause common law-based claim supported by three theories: public policy, implied contract, and implied covenant

defenses to copyright infringement

the fair use doctrine, first sale doctrine, copyright misuse

direct patent infringement

the making, use, or sale of any patented invention within the US during the term of the US patent - can be committed innocently and unintentionally - doctrine of equivalents: direct patent infringement for a product that does not have precisely the exact same elements of the patented product, but works in substantially the same way and accomplishes substantially the same result

quid pro quo

theory unique to sexual harassment claims specific, job-related adverse action, such as denial of a promotion, in retaliation for a person's refusal to respond to supervisor's sexual advances is a violation of Title VII

reliance

to establish liability under Rule 10b-5, investors must show that they relied either directly or indirectly on the misrepresentation or omission when deciding to buy or sell securities if investors did not rely on the misstatement or omission, then any loss they incurred cannot be blamed on the person who made the misrepresentation or omission

trademark infringement

to establish trademark infringement, a TM owner must prove: the validity of the mark, priority of usage of the mark, a likelihood of confusion in the minds of the purchases of the products in question -two types of dilution: blurring (when non-famous mark reduces the strong association between the owner of the famous mark and its products), tarnishment (when the famous mark is used in connection with a particular category of goods or goods of an inferior quality, resulting in damage to the positive image associated with the products bearing the famous mark)

causation

to prevail, a plaintiff must prove that the defendant's misstatement, omission, or other deceptive conduct caused him/her to suffer economic loss (loss causation) if stock price does not significantly decrease after the truth becomes known, then the misrepresentation was not the proximate cause of the plaintiff's loss

tools to prevent others from making or selling protected products or services

trade secret (state/federal), patent (federal), copyright (federal)

tools to prevent others from providing false or misleading information to consumers or to protect famous marks

trademark (federal/state), rights against unfair competition (federal/state)

adequacy of consideration

unless the purported consideration is a sham, a court will usually deem consideration adequate