From a legal analysis, I believe that, as a party in an implied contract, “A contract established by the conduct of the parties” (Kubasek, Brennan, & Browne, 2015, p.241), I should continue to do business with Mr. Petersen as regular since doing otherwise would be grounds for breach of covenant, which is, “Violation of an express, or implied, condition of a contact to do or not do something” (BusinessDictionary.com, 2010). “In every contract there is an implied covenant that neither party shall do anything, which will have the effect of destroying or injuring the right of the other party, to receive the fruits of the contract, which means that in every conflict there exists an implied covenant of good faith and fair dealing” (Kirke La Shelle Company v. The Paul Armstrong Company et al., 1933). This same legal principle was confirmed in the legal case, Sons of Thunder, Inc., v. Borden, Inc. (1997). If I was to cease doing business with Petersen, he would likely pursue legal recourse on the premise that my company violated the terms of an express contract, which is, “An exchange between two parties of oral or written promises that are enforceable” (Kubasek, Brennan, & Browne, 2015, p.240).
Petersen made it clear on the phone that he expected me to continue providing his firm with product in accordance to requirements of a contract he faxed over and now considered binding. I then learned that Petersen had told my son, a 17 year old delivery driver, that signing the contract was, “’just a formality’” (Contracts Analysis Case Study, n.d.). Of course, my son believed Petersen and signed the document without understanding it was a contract guaranteeing Petersen a price schedule for future product shipments. I am thoroughly convinced that Petersen’s intentions are to seek legal remedy for damages that his company will have incurred if I was to discontinue providing him with the quantity of product he needs when he needs it at the same price he has always paid. Uniform Commercial Code (UCC) 2-306 specifically deals with output, requirements and exclusive dealings between parties in legal agreements (Law.Cornell.edu, n.d.).
Contractual capacity is, “The legal capability to form a binding contract. A number of classes of people lack contractual capacity, and these include minors…” (BusinessDictionary.com, 2010). A minor’s capacity to contract and the lack of an employee’s capacity to bind a company by contract could be used in defense against a breach of contract.’ Consideration is necessary for any contract to exist. A promissory estoppel is used when consideration requirements are absent (Kubasek, Brennan, & Browne, 2015, p.250).
My son turned 18 last month and did not void said contract prior to such. I personally believe that Petersen committed fraud in the execution of a contract when he deceitfully obtained my son’s signature; more importantly, to be recognized as an enforceable contract, legal acceptance, which is, “An acceptance that shows the objective intent to enter into the contract, that is by proper means to the offer-or, and that mirrors the terms of the offer” (Kubasek, Brennan, & Browne, 2015, p.247) is a required element for any valid contract, “A contract that meets all legal requirements for a fully enforceable contract” (Kubasek, Brennan, & Browne, 2015, p.243). I expect a court of law to nullify the binding of this document.
From a spiritual standpoint, praying about any business dispute involving Petersen and I should come before anything. “Trust in the Lord with all your heart, And lean not on your own understanding; In all your ways acknowledge Him, And He shall direct your paths” (Proverbs 3:5-6, NKJV). I do not favor halting all business dealings with Petersen. This would likely have a negative impact on any faith that he may have with the Lord at this point and time. Matthew offers resolve, “Moreover, if your brother sins against you, go and tell him his fault between you and him alone. If he hears you, you have gained your brother. But if he will not hear, take with you one or two more, that ‘by the mouth of two or three witnesses every word may be established.’ And if he refuses to hear them, tell it to the church. But if he refuses even to hear the church, let him be to you like a heathen and a tax collector” (Matthew 18:15-17, NKJV). This should set the example for Petersen to follow.
Timothy also discusses settling disputes (2 Timothy 2:23-26). And it is only in this way that God can truly be glorified. Jesus was the perfect example for us to model. He often spoke about difficult circumstances one may find themselves when in conflict with others (Matthew 5:43-48). We should also avoid retaliating against others (Romans 12:19). We who judge will also have to hold ourselves accountable to God (Romans 14:10-13; 1 Corinthians 3:10-17; 2 Corinthians 5:9-11). Proverbs provides us wisdom about going to court to settle disputes (Proverbs 25:8-10). Relying on worldly wisdom is unwise (1 Corinthians 2:6-16; 3:18-23). We want to always walk in the Spirit not in the flesh (Galatians 5:16-26). And finally, we should put on the character of a new man (Colossians 3:1217). We should allow ourselves to forgive one another (Mark 11:26; Matthew 18:21-22). Hopefully, Petersen will learn God’s wisdom of how to candle disputes.
In summary, my hope is that Petersen and I will resolve our differences without having to wind up in a court of law. God’s way obviously offers everlasting alternatives that bring restoration as opposed to strife and destruction. Finally, we should all continue in love and forgiveness for one another just as Jesus had for us all (John 3:16).
148 N.J. 396; 690 A.2d 575; 1997 N.J. LEXIS 79; 32 U.C.C. Rep. Serv. 2d (Callaghan) 66. Retrieved from www.lexisnexis.com/hottopics/Inacademic 263 N.Y. 79: 188 N.E. 163; 1993 N.Y. LEXIS 802. Retrieved from www.lexisnexis.com/hottopics/Inacademic BusinessDictionary.com (2010). What is breach of covenant? definition and meaning. Retrieved from http://www.businessdictionary.com/definition/breach-of-covenant.html BusinessDictionary.com (2010). What is contractual capacity? definition and meaning. Retrieved from http://www.businessdictionary.com/definition/contractual-capacity.html Contracts Analysis Case Study (n.d.). Blackboard: Liberty University. Kubasek, N.K., Brennan, B.A. & Browne, M.N. (2015). The Legal Environment of Business: A Critical Thinking Approach (7th ed.). Upper Saddle River, NJ: Pearson Education, Inc. Law.Cornell.edu (n.d.). 2-306. Output, Requirements and Exclusive Dealings. UCC-Uniform Commercial Code. Retrieved from http://www.law.cornell.edu/uss/2/2-306 SWLearning.com (1997-2000). Borden Pays Big Clams for Breach of Good Faith (South-Western Cengage Learning). Retrieved from http://www.swlearning.com/blaw/cases/borden_pays.html Kirke La Shelle Company v. The Paul Armstrong et al. 188 N.E. 163 (263 N.Y. 79, 1933). Sons of Thunder, Inc. v. Borden, Inc., 690 A.2d 575 (148 N.J. 396, 1997).
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