Group 14

LOGOwww.themegallery.com

Group 14Case 9 page 209

www.themegallery.com

LOGO

Group members

Nguyễn Thị Huyền TrâmNguyễn Thị Huyền Trâm

Nguyễn Thị Thu TrangNguyễn Thị Thu Trang

Bùi Hồng ThúyBùi Hồng Thúy

Nguyễn Thu ThùyNguyễn Thu Thùy


LOGO

Content1, Summary of the case

2, What should we decide?

3, Precedent

4, Implication in Vietnam


LOGO

1, Shann vs. Dunk case 2 parties: Seller: Dunk

Buyer: Shann

DUNK SHANNHIS SHARES


LOGO

November 24th - Dunk proposed to sell

- Shann’s Attorney agreed - An agreement was

drawn up and faxed to Shann for signature


LOGO

November 25th

- Shann signed

- This agreement:

preliminary form

Final formal contract


LOGO

Thereafter: A dispute rose - Each side proposed a writing different

from the Nov 24th agreement

- Shann eventually agreed to the Nov 24th agreement; but, Dunk refused.

THEY SUED EACH OTHER


LOGO

2, What should we decide? Question:

Was the November 24 agreement a contract or an agreement to negotiate further?


LOGO

Key terms :

Preliminary form fully binding contract?

- reached agreement on all material aspects of transaction and concluded negotiations contract resulted

- still in the process of negotiation no contract resulted

- Important factor: the intention of the party


LOGO

Applied to the case

- Shann and Dunk have agreed on all important terms.

- They intended to memorialize this agreement in a formal document.

November 24 agreement is a fully binding contract.


LOGO

3, Precedent Fact:Plaintiff: Teacher

Insurance & Annuity Association of

America (TIA)

Defendant: Tribune

Company


LOGO

Situation:

TIA : lender

receiving

a proposal

of Tribune

Tribune Company: borrower


LOGO

- August, 1982: Tribune gave TIA an offering

- TIA approved; sent Tribune a commitment letter.

- Tribune sent back an acceptance letter

- They negotiated and signed a binding agreement which will result in final contract


LOGO

- A dispute arose:

+ Tribune proposed two new proposals

+ TIA only agreed one

- TIA wanted to have meeting for final binding contract but Tribune refused until TIA accept two proposals.

- TIA sued.


LOGO

Argument:

- Tribune: commitment letter did not have binding obligation

- TIA: two parties both reached important terms and did not have right to abandon


LOGO

The court’s responds:

- Commitment letter constitute a binding enforceable agreement

- Borrower- Tribune breached the obligation by refusing negotiation

- They have to negotiate in meeting before refusing and enforce the TIA receive their proposals.


LOGO

Verdict:

The defendant

failed to

defense the case.


LOGO

Back to the case Similarity:

- Both two parties signed the preliminary form

- The preliminary form is the base for final contract

- When signing the form, both parties intent to have binding obligation


LOGO

Back to the case Difference:

- Shann and Dunk do not rely on the agreement

- In precedent, TIA relies on the agreement


LOGO

Decision Although the Nov 24th agreement is

considered a contract, both Shann and Dunk do not conform and rely on that.

“Each side proposed a writing different from the Nov 24 agreement”

Therefore, both parties are not fully binding by the agreement.

Group 14

Business

Transcript of Group 14