Essentials of the Legal Environment of Business Chapters 7 & 8 & 10

Duties owed by agent to third-party

(1) Agent's tort duties to third party - Principal is held vicariously liable and must pay damages to injured third person, it does not excuse the agent/employee who actually committed tortious acts. (ONLY if the person is insane, intoxicated, or acting under extreme distress). Any agent directed to commit a tort remains liable for his conduct but not obliged to repay the principal (employer). (2) Agent's contract duties to third party - General rule (an agent is not liable on contracts she makes on the principal's behalf b/c he is not a party to a contract made on behalf of principal). Exceptions include: (1) if the agent is undisclosed or partially disclosed, (2) if the agent lacks authority or exceeds it, or (3) if the "agent" acts where there is actually no principal (Promoters - Those who establish a corporation).

Problems of proof with negligent torts

- Res ipsa loquitur - "the thing speaks for itself." Creates a presumption that the defendant was negligent because he or she was in exclusive control of the situation and the plaintiff would NOT have suffered injury but for someone's negligence. - Circumstantial evidence: Evidence that is not "direct," but that provides judges and juries with facts that tend to show legal liability.

Agency

A fiduciary relationship created expressly or impliedly by which one person (the agent) may legally act on behalf of another (the principal). Principal is typically an employer while agent is the employee.

Contract

A legally enforceable promise.

Power of Attorney

A written authorization by one person to act or represent on another's behalf.

Tort

A wrongful act or an infringement of a right other than under contract leading to civil liability and monetary compensation.

Express Authority

Actual authority that an agent has, expressed to a third party in words, orally or in writing. (EX) Credit card on file with banks

Four main parts of a contract include...

Agreement, Consideration, Capacity, and Legality.

"Mailbox Rule"

At common law, that, absent stipulations contrary, an acceptance is effective when it is dispatched (not when it is received). (When offeree puts it in the mail! (authorized means)

Mutuality

Bilateral Contract: A contract where each party makes a promise to the other. Promisor (who makes a promise), promisee (whom a promise is made). Unilateral Contract: A contract that is accepted by the performance of the requested action, not by a promise. (EX) "$50 for the return of my lost dog," IF found, you are entitled to $50

The breach was the proximate cause of plaintiff's damages (See Palsgraf v. Long Island Railroad)

Both of these causes must be proved. As to damages, plaintiff must prove that they were damaged. Actual cause - "But for" event that is a breach of duty on the part of the defendant. Proximate cause - Sometimes known as legal cause, "remoteness," and "foreseeability" tests. Defendants are not legally responsible for all possible consequences of their actions -- only those that are foreseeable and not too "remote."

False imprisonment

Can occur if a person is restrained in some way or movements are restricted while walking down street. Damages include: lost time, discomfort and resulting ill health, mental suffering, humiliation, loss of reputation or business, & attorney's fees. (Lester V. Albers Super Markets, Inc.)

What are the three types of contract law?

Case Law, State Statutes, and Convention on International Sale of Goods

Malicious prosecution

Causes someone to be prosecuted for a criminal act, knowing no probable cause to believe the plaintiff committed the crime. Requires more than a mere complaint. Related tort: Abuse of process- An intentional tort arising when a person deliberately misuses a court process that is not justified by the underlying civil or criminal legal action.

Material Breach

Complete, or very nearly complete, failure of a promisor's consideration flowing to the promisee; the promisee is discharged from contract obligations and can sue the promisor for breach.

Defenses to Intentional Torts

Consent: Voluntarily engaging in something, event, action, etc. Self-defense and defense of others and property: A person has a right to use appropriate force to defend themself, others, and property. Privilege: A shopkeeper has a limited privilege to detain suspected shoplifters.

Explicitness

Express Contract: A contract in words, orally, or in writing. (EX) Purchasing a car in a signed agreement Implied Contract: A contract not expressed but inferred from the parties' actions. (EX) To-go order, implicitly agreeing to the price when you pay. Quasi-Contract: (NOT A CONTRACT) Imposed on a party when there was none, to avoid unjust enrichment. (EX) Pizza delivered to your neighbor's house instead of yours, they eat it, company expects payment

Duties owed by agent to principal (fiduciary)

Fiduciary duty: The duty to act always in the interests of another, and not in one own's interest (as an attorney has a fiduciary duty to the client). Duty to avoid self-dealing (breach of fiduciary duty is loss of compensation, profit, & possible breach of trust charges), Duty to preserve confidential information --> (1) not to use property of the principal for the agent's own purposes or those of a third party; and (2) not to use or communicate confidential information of the principal for the agent's own purposes or those of a third party (cannot use previous info like trade secrets and customer lists at new job).

Is the principal liable for an agent's tortious acts?

Generally, liability for intentional torts is imputed to the principal if the agent is acting to further the principal's business, and the "zone of risk" test applies.

Duties owed by agent to principal (good-faith duties)

Good-faith duties and fiduciary duties. Good-faith duties include... In tort à Don't commit torts, because employer is vicariously liable for employee's actions in scope of employment impacting third parties. If employee's tort causes employer to incur damages, employee may need to reimburse employer (No fiduciary duty in tort, only contract). In contract --> Duty of skill and care; Duty of good conduct; Duty to keep and provide accounts; Duty to act only as authorized; Duty to obey; Duty to give information; Duty to give employer benefits of employee's work—the shop rights doctrine.

Duties owed by principal to agent

Good-faith duty - The duty to act honestly; it is the normal duty we owe to our fellow humans. In tort, the principal owes the agent or employee (not independent contractor), a statutory duty to provide workers' compensation insurance. In contract, the principal must refrain from unreasonably interfering with agent's work; inform the agent of risks of physical harm that can occur with assigned tasks (dangerous neighborhood); provide accounts of monies due to the agent.

Who is the employer? "Borrowed servant doctrine"

If an employer borrows a worker from another employer, the borrowing employer can be held liable for the borrowed employee's actions, although there is not a permanent employer-employee relationship between them.

Parol evidence rule

If the parties have a written agreement that is their full understanding, nothing can change their previous discussions.

Acceptance

In an agreement, a manifestation of willingness to be bound by the terms of an offer. Mirror Image Rule Counteroffer Method of acceptance - Authorized means (If silent on how to accept, then any reasonable means. If offer is explicit, use means laid out), - Substitute means (If explicit, reasonable equivalent, similar time, the same purpose, wait till it is received.) - No acceptance

Defamation

Injury to a person's reputation by intentional or reckless dissemination of falsehoods, either orally (slander) or in writing (libel). Cannot be libeled by one who sends you a letter full of false accusations & statements unless third party opens it first.

Vicarious Liability

Liability imposed upon one person (the principal) for torts committed by another (the agent or employee).

Discharge by agreement of the parties

Mutual Rescission: Parties to a contract agree to release each other from its obligations. Waiver: The surrender of a legal right. Novation: Replacing a party in a contract with another or replacing one contractual obligation with another; it requires the consent of all parties involved. Accord and Satisfaction: An agreement by parties to a contract to settle the matter by compromise; if the agreement is satisfied, the matter is closed.

Which duty the defendant unreasonably breached?

Not every unintentional act that causes injury is negligent. "The reasonable person" (EX) Someone darts out into street btw. two parked cars and you hit them. (2nd part of tort of negligence)

Agreement in contract formation

Offer- The proposal upon which a contract is based. The objective theory of contracts helps determine intent by looking at objective third-party perspectives based on language and actions in process. Furthermore, these terms must be reasonably certain, with communication to offeree. (CANNOT accept until you know about offer) Termination by offeree, termination by offeror, and revocation (cancellation of agreement ONLY valid before acceptance)

Agent

One who acts on behalf of another.

Independent contractor

One who is hired by contract to accomplish a task or do a job, but the one hiring has no direct control over how the job is done (as one would hire a plumber or lawyer).

Employee

One who is hired by the employer to work, subject to direct supervision and control.

Intentional infliction of emotional distress

Plaintiff has to show that the mental distress is severe. Many states require that this distress must result in physical symptoms such as nausea, headaches, or ulcers.

Intentional Tort

Plaintiff must show the defendant intended to cause harm and that the defendant did actually cause it. This is also a crime, as the state brings criminal charges while the family will bring civil action.

Invasion of Privacy

Right "to be left alone" is still evolving. There are four important interests... (1) the right to control the appropriation of your name and picture for commercial purposes; (2) the right to be free of intrusion on your "personal space" or seclusion; (3) freedom from public disclosure of embarrassing and intimate facts of your personal life; and (4) the right not to be presented in a "false light."

Employee V. Independent Contractor

Some companies will disregard ethical and legal lines to mislabel employees because it saves a lot of $ (no SS and Medicare taxes, overtime pay, employee benefits, and workers' compensation insurance).

Conversion

Taking or using someone else's personal property without their consent. This personal property must be anything tangible or intangible that is not a physical structure or attached to real property. Fraud: The intentional perversion of truth in order to induce another to part with something of value or to surrender a legal right.

Subagent

The agent of an agent.

Ratification

The approval later of something done before.

What is the principal's liability for agent's contracts?

The principal (employer) is liable for contracts entered into by authorized agents; the agent is not liable. To be liable, the principal must have authorized the agent in some manner to act in his behalf, and that authorization must be communicated to the third party by the principal, or it must be apparent that, somehow, a reasonable vendor would conclude that the "stranger" was authorized to contract on behalf of the principal.

Estoppel

To be prohibited now from denying a position or assertion made earlier, usually because someone has reasonably relied on that assertion.

Examples of intentional torts

assault, battery, false imprisonment, intentional infliction of emotional distress, trespass & nuisance, intentional interference with contractual relations, malicious prosecution, abuse of process, conversion, defamation, and slander of quality.

common law, judge-made law, case law

law developed by judges who issue their opinions when deciding a case. the principles announced in these cases become precedent for later judges deciding similar cases Common law - decisions of previous cases set precedent for current cases (mainly every state in the US)

Negligent tort damages

•Compensatory - Making the plaintiff whole Medical expenses, e.g. and lost compensation after being harmed by defendant. Lost value of reputation in cases of defamation Pain and Suffering - Punitive Often limited by state statute

The four ways of classifying contracts:

(1) Explicitness: Concerned w/ the degree to which the agreement was objectively made. (How much) (2) Mutuality: Takes into account whether promises are exchanged by two parties or only made by one. (3) Enforceability: Degree to which a given contract is binding. VOID - There is no contract while VOIDABLE - Still enforceable until someone discharges from it. (4) Degree of Completion: Whether the contract is yet to be performed or the obligations have been fully discharged by one or both parties.

Absolute Privilege vs. Qualified Privilege

(Public sector) Statements made during the course of judicial proceedings are absolutely privileged, meaning that they cannot serve as the basis for a defamation suit. VS. Deals with private citizens like "public figures" - Based on the First Amendment of the U.S. Constitution, a public figure cannot recover in a defamation case unless the plaintiff's defamation was done with actual malice. (NYTimes v. Sullivan)

Efforts to reform tort system:

- Statutes of repose: Statutes of limitation that preclude plaintiffs from filing tort-claim suits after a period of time. - Caps on punitive damages: Maybe a damage cap of $250,000 for medical malpractice. - "State of the art" defenses: Something was "state of the art" at the time, strict liability cannot apply)

Negligent tort

A breach of the duty of due care. If such a breach causes damages to a plaintiff, all the elements of a negligence tort have been established. There are three elements of negligence torts: The defendant had a duty of care; Which duty the defendant unreasonably breached; The breach was the proximate cause of the plaintiff's damages. (All of these conditions must be met to prove defendant liable for negligence)

Statute of Frauds

A rule requiring that certain contracts be evidenced by some writing, signed by the person to be bound, to be enforceable. Oral agreements are okay but the problem with them is the factual side, what are its terms if there is a dispute. Get it in writing! MYLEGS - Marriage - Contracts in contemplation of marriage (prenuptial or postnuptial agreements) - Year - Contracts that CANNOT be completed in a year - Land - Contracts regarding an interest in land (houses, buildings, etc.) - Guaranty - Contracts for third party debt (A promises to loan $ to B, while B repays A however say B has sketchy credit and A wants to know they'll get $ back. A promises to loan to B and third-party G will pay if B doesn't) - Sale - Contracts for the sale of goods under the UCC for >$500 (has to fit into contracts for sale under UCC and be greater than >$500)

Implied Authority

Actual authority given by a principal to an agent that is expressed to the third party by circumstances that make it reasonable for the third party to assume such authority. The law permits authority to be "implied" by the relationship of the parties, the nature and customs of the business, the circumstances surrounding the act in question, the wording of the agency contract, and the knowledge that the agent has of facts relevant to the assignment. HOWEVER, a manager for instance doesn't have implied authority to undertake unusual or extraordinary actions on behalf of his principal.

Negligence per se

An action or failure of a defendant that violates a statutory requirement. (Establishes breach of the duty of due care)

Apparent agency

An agency created by an apparent contract. Arises when a third party would understand that, under the circumstances, the person with whom he is dealing would be authorized to conduct business on behalf of the principal, when the person is not an agent at all. (EX) Arthur is Paul's agent and buys materials at Lumber Yard, charging them to Paul's account. His employment was terminated the day before and Lumber Yard unknowingly charged Paul. Paul will have to pay because it appeared to the seller that Arthur was an authorized agent.

Implied Agency

An agency created by an implied contract. These parties have mutually agreed to a contractual agency relationship, based on custom and usage, or acquiescence. (EX) A barista tells a customer that if they buy a scone they get a free latte (implied because of their authority).

Agency by Ratification

An agency created when a person acts on behalf of another without agency authority, but the principal accepts and approves the act.

Gratuitous Agency

An agency wherein the agent is not compensated.

General Agent

An agent authorized to represent a principal in matters of a general nature. One who is designated a general agent has the authority to act in any way required by the principal's business.

Special Agent

An agent with authority to do one thing, as buy a commercial building for the principal.

What is "the scope of employment"? "Scope of Employment"

An element of the requirement to make an employer liable for an employee's torts under respondeat superior: the employee must be engaged in duties furthering the employer's interest. (When is something a detour and when is it a frolic?) Use Zone of Risk Test: A judicial test to determine if an employer (not the employee) is liable for torts committed by an employee; the employee must be: (1) where she is supposed to be, (2) when she is supposed to be there, and (3) the tort she committed was done in furtherance of the employer's interest.

Defenses to strict liability

Assumption of Risk: Where plaintiff has encountered a generally known risk, or has formally agreed to assume the risk, s/he cannot recover. Examples include the assumption of risk statements in things like ski lift tickets, or skydiving recreationally. Product misuse: Comparative negligence: Knowledgeable user doctrine: People that are aware of the consequences

Apparent Authority

Authority in an agent conferred by some act or omission of the principal that reasonably causes a third party to believe the agent has authority when in fact there is no authority. (MUST give actual notice)

Common Law remedies (monetary awards for breach)

Compensatory Damages: A sum of money awarded in a civil action by a court to indemnify a person for the particular loss, detriment, or injury suffered as a result of a breach of contract. Compensates nonbreaching party for value of what was not done or performed. (EX) Someone re-roofs owner's house does a terrible job, owner hires substitute and changes roofer the difference in price btw. what owner had agreed and cost to do job properly. Consequential Damages: Damages that flow as a foreseeable but indirect result of the breach of contract. Incidental Damages: Money paid to the non-breaching party in an attempt to avoid further loss on account of the breach. Liquidated Damages: A term in a contract that specifies in advance what the damages will be in case of a specific breach. E.g.: "For every day the house is not completed, contractor will owe homeowner $500." Punitive Damages: Money awarded to the non-breaching party in excess of any loss suffered to punish the breaching party. Nominal Damages: A token amount of money paid when the breach has caused no loss.

Discharge by conditions (Express or implied)

Condition precedent: A term in a contract that a party's obligation to perform does not arise until the happening of some other event. Condition subsequent: A term in a contract that, upon the happening of some specified event, legal rights or duties are ended. Condition of satisfaction: A term in a contract requiring that the oblige (person who receives services) be satisfied with the obligor's performance, or the obligation is not discharged. Condition of timeliness: A term in a contract requiring performance on time or the contract is breached.

Negligence defenses

Contributory Negligence: Actions of a plaintiff that contribute to his or her own injuries. In a few states, comparative negligence is a complete bar to the plaintiff's recovery. Comparative Negligence: In most states, the negligence of the plaintiff is weighed against the negligence of the defendant, and where the defendant's negligence outweighs the plaintiff's, the plaintiff can recover against the defendant even though the plaintiff has partly caused some of his or her own injuries. Damages are apportioned according to defendant's degree of culpability. MUST BE less than or equal to 50% to receive anything. Assumption of Risk: Where plaintiff has encountered a generally known risk, or has formally agreed to assume the risk, s/he cannot recover. Examples include the assumption of risk statements in things like ski lift tickets, or skydiving recreationally. Acts of God (force majeure): If a force of nature caused the harm, then the defendant was not negligent in the first place. (EX) Boats at a marina are destroyed by a fierce storm. Vicarious Liability: Both courts and legislatures have determined that in some situations, a principal will be liable for the acts of an agent (respondeat superior, e.g.), and for others, negligence will be "imputed" (see, e.g. Dram Shop Acts, alcohol at bars/taverns)

Discharge by difficulty of performance

Death, No-Fault Destruction: If you fail to deliver something of contract that was destroyed outside of your control. Law Change post contract creation, Commercial Impracticability: If the event is an impediment to a party's performance under the contract. Frustration of purpose: Something happens out of your hands to make something so impossible or insanely expensive to fulfill the contract.

Termination of agency (by action of the parties)

Express Termination: A termination (as of employment or a lease) by words, orally or in writing. Agreement may also terminate on the accomplishment of a specified act or following a specific event. - Mutual consent between the parties will end the agency. Agent's unilateral termination of the agency relationship is known as renunciation. Principal may revoke the agency or the agent may renounce it; such a revocation (unilateral termination of the agency relationship) Implied Termination: A termination (as of employment or a lease) because a reasonable interpretation of the facts indicates the legal relationship is over. For instance, disloyalty of the agent (e.g., she accepts an agency relationship with another principal adverse to her first principal, or embezzles from the principal), bankruptcy of the agent or of the principal, or the outbreak of war in the place where the agent is working.

Second part of contract formation: There was real acceptance

It was the product of free will, knowledge, & capacity on both sides. Freewill - Anything other than this can make a contract voidable. (Innocent party can disaffirm to get out of a contract) Physical Duress occurs when a person is forced into entering a contract on threat of physical bodily harm. Duress by Threat is more common than physical duress and occurs when the perpetrator coerces the victim into feeling there is no reasonable alternative. This rendered contract voidable. Undue Influence is the improper use of power or trust in persuading a person to make a contract, so as to deprive the person of free will, and that substitutes another's objective. Knowledge: Misrepresentation: This can be a material misstatement of fact done intentionally, negligently, or innocently. Failure to disclose a fact that is important is "misstatement of fact" Mistake: Unilateral mistake and Mutual mistake- Unilateral being (one side makes a mistake, and you're out of luck assuming no fraud or overreach by other side) while mutual (both sides make a mistake and if one party bears the risk of the mistake, that party loses). Capacity: The mental state of mind sufficient to understand that a contract is made and its consequences. Infancy: A person younger than 18 can avoid their contracts up to and within a reasonable time after reaching majority. Insane or intoxicated people are lacking capacity and thus the contracts are voidable.

Tort remedies (monetary)

Legal remedies in tort or contracts refer to damages (typically monetary compensation). 1. Special Damages: Damages for which the plaintiff has a receipt—specific expenses. Replacement or repair of damaged or destroyed property; loss of income; and medical expenses past and future. 2. General Damages: In tort, damages where plaintiff cannot demonstrate monetary, out of pocket expense caused by the tort "no receipt." Pain and suffering; physical impairment; physical disfigurement; mental anguish; and loss of companionship (family members, pets, etc.) 3. Punitive Damages: Monetary compensation awarded to an injured party that goes beyond that which is necessary to compensate the individual for losses and that is intended to punish the wrongdoer. Almost never awarded except in cases of intentional torts.

Convention on International Sale of Goods (CISG)

Only deals with international commerce, does not require consideration, and also does not apply to certain items like ships, aircraft, and electricity. Rules on sales contracts will govern their contract. Approved by the U.S. Senate as a multi-lateral treaty; as federal statutory law, conflicts between the CISG and the UCC would be resolved in favor of the CISG.

Fourth part of contract formation: Legality

Parties can put whatever they want into contracts as long as it is legal! Two types of illegalities to look for: Statutory violations (like practice of law by a non-lawyer) or Violations of public policy not expressly declared unlawful by statute but by the courts (EX) Unconscionable contract. Unreasonable restraint of trade - Complete waiver of Liability - Surrender of a legal right - Contracts Contrary to statute: Without License - If you do not have a license, you cannot enforce contracts. Gambling - If you are not regulating gambling by the rules, then contract isn't enforced. Usury - Overcharging interest on a loan. (EX) Pay-day lending

Equitable remedies for breach of contract

Specific Performance: An order directing a person (promisor) to deliver the exact property (real or personal) that she contracted to sell to the buyer (promisee). Note that it is limited in availability b/c it is only good for breach of contract to sell a unique item. Injunction: An order signed by a judge directing a person to stop doing that which he or she should not legally do. Restitution: To restore to one party what was delivered to the other. (Examples) Party suffers losses by breach. Party in default. Voidable contracts (by means of infancy, undue influence, duress, mistake).

Non-performance excuse

Substantial performance: Performance of contract by an obligor that is not complete performance, but enough that it would be unjust to receive zero compensation.

Duty of care

The duty of all persons, as established by tort law, to exercise a reasonable amount of care in their dealings with others. Failure to exercise due care, which is normally determined by the reasonable person standard, constitutes the tort of negligence. (1st part of tort of negligence)

The general rule for tort liability committed by the employee

The employer is liable for torts committed by the employee in the scope of employment; the employee is also liable.

Respondeat superior doctrine (or master-servant doctrine) TORT

The employer is responsible for torts committed by the employee in the scope of employment; also called the "master-servant doctrine."

Strict Liability

The imposition of tort liability upon a defendant even though the defendant was without fault in the incident. (Somebody has to pay when one person's fault-free actions nevertheless cause another harm, and it ought to be the one who can buy liability insurance to compensate the "victims."

Termination of agency (by operation of law)

The most frequent termination by operation of law is the death of the principal or of the agent or if the object of the agency becomes illegal. Lingering Authority: Apparent authority that arises when a former principal gives third parties cause to reasonably believe that a former agent still has authority when the agency is in fact terminated. A principal, on termination of authority, must notify all those who may still be in a position to deal with the agent. The only exceptions to this requirement are when termination is affected by death, loss of the principal's capacity, or an event that would make it impossible to carry out the object of the agency.

If the principal directs the agent to commit a tort or knows that the agent's carrying out his instructions will likely bring harm to someone...

The principal will be liable. This is an application of the general common-law principle that one cannot escape liability by delegating an unlawful act to another.

Strict liability is met when... (See case Greenman v. Yuba Power Products, Inc. (1962))

The product must be in a defective condition when the defendant sells it; The defendant must normally be engaged in the business of selling or otherwise distributing the product; The product must be unreasonably dangerous to the user or consumer because of its defective condition; The plaintiff must incur physical harm to self or to property by using or consuming the product; The defective condition must be the proximate cause of the injury or damage; The goods must not have been substantially changed from the time the product was sold to the time the injury was sustained. (Greenman v. Yuba Power Products, Inc. (1962)., "cost of injuries resulting from defective products is borne by manufacturers" rather than injured persons powerless to protect themselves.

Principal-agent doctrine CONTRACT

The rule that contracts entered into by authorized agents bind the principal, the agent is not liable.

Third part of contract formation: Consideration was present

The surrender of any legal right in return for the promise of some "price" paid for what was received in return. MUST have legally sufficient value: Have a promise to perform and have no obligation to do. - Promising to perform - Performing - Forbearance (agreeing not to do something you have right to do) AND Bargained for Exchange: Did the promisor specifically intend the act, forbearance, or promise in return for his promise?

Assault

The threat of immediate harm or offense of contact; any act that would arouse reasonable apprehension of imminent harm.

Slander of quality

The tort of defaming another's business product; also called "product disparagement" or "trade libel." Difficult to establish damages as plaintiff must prove actual damages resulting from slander of quality and show economic harm too.

Limitations on tort remedies

There must be sufficient facts and circumstances to permit intelligent and probable estimate of damages. Also, plaintiffs must do what they reasonably can to "mitigate" (lessen) damages. 1. Certainty of damages: The requirement that the plaintiff in a civil case, generally, must articulate with some evidence—not just speculation—what her damages are as a result of the defendant's breach of duty. 2. Mitigation of damages: The duty owed by one who has suffered a loss to try to make it as small as possible; failure to mitigate damages precludes recovery for such damages as would otherwise have been avoided. 3. Tort Reform: The effort undertaken by or at the behest of "perennial defendants," and moderately successful, to limit the availability or reach of tort law so that the cost of doing business (buying insurance) is reduced.

Intentional interference with contractual relations

There was a contract between the plaintiff and a third party; The defendant knew of the contract; The defendant improperly induced the third party to breach the contract or made performance of the contract impossible; There was injury to the plaintiff. (EX) Texaco v. Pennzoil, where Texaco interfered in contract negotiation

Tort remedies (equity)

Typically, an injunction will be issued (not to do something) or in a contract specific performance - An order directing a person (promisor) to deliver the exact property (real or personal) that she contracted to sell to the buyer (promisee).

Statutory Law - Uniform Commercial Code (UCC)

UCC was a response to the many and varied state laws on contracts. A uniform(ish) national law of commerce enacted by Congress, albeit states adopted it at different stages. (Article II - Deals with contracts for sale of goods)

Battery

Unauthorized and harmful or offensive physical contact with another person that causes injury. (Both criminal law and tort law serve to restrain individuals from using physical force on others.

Enforceability

Void: An agreement that never was a contract, lacking one of the legal elements. Voidable Contract: A contract that can be annulled, although it is unenforceable by one party and enforceable by the other. *Valid until it is voided* Unenforceable Contract: A contract for which the non-breaching party has no remedy for its breach.

Trespass and Nuisance

When a person goes onto another's land or causes some tangible thing to 'invade' the land, contrary to the owner's wishes. (EX) Katko v. Briney, intentional tort by setting up a spring gun capable of inflicting death or injury.