Assignment : Contracts

- Choose One

- Typed pages between 2 and 3 pages double-spaced.

Write an essay describing how you would advise a business with cash flow problems that wishes to break several unprofitable contracts with its suppliers and customers, to defend against several lawsuits brought against it for non-payment and to retain employees who have not received a raise in several years.

Discuss potential contract defenses including impossibility, duress, accord and satisfaction, fraud, lack of performance, lack of consideration, equitable defenses, statute of frauds and statute of limitations.

Assume that some of the contracts are oral, some were breached more than ten years ago, some cannot be performed in less than a year, some of the goods were defective, some of the representations about quality were exaggerated and the company has excess inventory. Bankruptcy is not an option.

You are a believer in incentive contracts. Describe ways to structure the following agreements to incentivize the party providing goods or services: construction projects; sales representatives; manufacturing; mortgage and retail banking; professional services such as legal, accounting and engineering.

What are the drawbacks to incentive contracts. How can incentives be hedged against for non-payment by customers for commissioned sales that have already been booked; for latent defects in goods or services resulting in charge-backs or lawsuits; for fraud by the incentivized party resulting in wrongful payment?

See, e.g. Wells Fargo Bank. Provide sample language for incentive clauses and examples.