Subject: Business    / Management    

Question
Please respond with formal responses to each of the below scenarios using concepts and legal principles.

Implied Contract. Thomas Rinks and Joseph Shields developed Psycho Chihuahua, a caricature of a Chihuahua dog with a “do?not?back?down” attitude. They promoted and marketed the character through their company, Wrench, L.L.C. Ed Alfaro and Rudy Pollak, representatives of Taco Bell Corp., learned of Psycho Chihuahua and met with Rinks and Shields to talk about using the character as a Taco Bell “icon.” Wrench sent artwork, merchandise, and marketing ideas to Alfaro, who promoted the character within Taco Bell. Alfaro asked Wrench to propose terms for Taco Bell's use of Psycho Chihuahua. Taco Bell did not accept Wrench’s terms, but Alfaro continued to promote the character within the company. Meanwhile, Taco Bell hired a new advertis­ing agency, which proposed an advertising campaign involving a Chihuahua. When Alfaro learned of this proposal, he sent the Psycho Chihuahua materials to the agency. Taco Bell made a Chihuahua the focus of its marketing but paid nothing to Wrench. Wrench filed a suit against Taco Bell in a federal district court, claiming in part that it had an implied contract with Taco Bell, which the latter breached. Do these facts sat­isfy the requirements for an implied contract? Why or why not?

Shrink-Wrap Agreements. 1-A Equipment Co. signed a sales order to lease Accware 10 User NT software, which is made and marketed by ICode, Inc. Just above the signature line, the order stated: “Thank you for your order. No returns or refunds will be issued for software license and/or services. All sales are final. Please read the End User License and Service Agreement.” The software was delivered in a sealed envelope inside a box. On the outside of the envelope, an “End User Agreement” provided in part, “BY OPENING THIS PACKAGING, CLICKING YOUR ACCEPTANCE OF THE AGREEMENT DURING DOWNLOAD OR INSTALLATION OF THIS PRODUCT, OR BY USING ANY PART OF THIS PRODUCT, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THE AGREEMENT. . . . This agreement will be governed by the laws in force in the Commonwealth of Virginia . . . and exclusive venue for any litigation shall be in Virginia.” Later, dissatisfied with the software, 1-A filed a suit in a Massachusetts state court against ICode, alleging breach of contract and misrepresentation. ICode asked the court to dismiss the case on the basis of the “End User Agreement.” Is the agreement enforceable? Should the court dismiss the suit? Why or why not?

Preexisting Duty. The state of Connecticut offered a $20,000 reward to anyone giving information leading to the arrest and conviction of the individual responsible for the murder of a man who was killed during the course of a robbery. Robert DePretis, a pri­vate investigator hired by an attorney—Joseph Gallicchio—representing a codefen­dant in the case, obtained a written and signed confession from James Avis, in which Avis ad­mitted responsibility for the murder, and delivered the confession to the state po­lice. This information eventually led to Avis’s arrest, and Avis was later convicted for the crime. When DePretis tried to obtain the reward money, the state claimed, among other things, that DePretis was not eligible to collect the reward because, as Gallicchio’s private inves­tigator, he had a preexisting duty to investigate and report information re­lating to the crime. DePretis argued that although he commenced his activity in this matter as a re­sult of his relationship with the attorney, he had no duty—as a police offi­cer would—to continue his investigations. What will the court decide? Discuss.