Case Scenario Essay
November 25, 2013
Case Scenario: Big Time Toymaker
Big Time Toymaker (BTT) develops, manufactures, and distributes board games and other toys in North America, Chou is the inventor of a new strategy game he calls Strat. BTT had an interest in distributing Strat and entered into an agreement with Chou, offering him $25,000 in exchange for exclusive negotiation rights for a 90-day period. This agreement stipulated that no distribution contract existed unless it was in writing. On day 87 of the agreement, the parties held a negotiation meeting and came to an oral agreement on the terms of the distribution agreement. Chou offered to draft the written distribution …show more content…
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