Imagination at work. David Echenberg P&W Legal Counsel November 20 th, 2015 Session II – Contract Negotiation

Agenda  Today’s Class: Recap, Warranties, Termination, Dispute Resolution and Exercises  Next Class: Differences between national and international contracts  Final Class: Recap and Exercises Title or Job Number | XX Month 201XSee tutorial regarding confidentiality disclosures. 2

Recap 1.Offer: one Party promises to take a specific action or provide something of value in the future; 2.Acceptance: the offer is unconditionally accepted by the other Party (e.g. without ‘ifs’, ‘but’ or ‘ands’) Art 1326; 3.Consideration, something of value is promised in exchange for the specific action, (e.g., money or effort); 4.There is the mutual intent of both Parties to carry out the agreement; 5.Capacity of the Parties in terms of age and mental ability; 6.Legally enforceable terms and conditions. 3 For an agreement between two or more parties to be a valid contract the following six requirements must be met. Pro – Bono Contract Law| 20 November 2015

Negotiations I  Buyer wants to buy six goldfish. Seller is willing to sell six goldfish.  After you have agreed to the terms of the contract, complete the following table to capture the parties’ agreement.  Points will be given for each exercise 4 In groups of two, one person being the Buyer and the other person being the Seller, negotiate the following contract and ensure to include all six elements in the agreement. Pro – Bono Contract Law| 20 November 2015

Warranties 1.Title: Seller promises to be the owner of the goods and is permitted to sell the goods to Buyer; 2.Materials: the goods are manufactured with the appropriate materials, e.g. ceramic frying pan not paper frying pan; 3.Time: Seller promises the Buyer to repair or replace the goods or re-perform the services for a specific period of time, e.g. 2 years; 4.Consumer Contracts:, There is a mandatory two year warranty from the time of delivery e.g. Decreto 206/2005 “Consumer Code. 5 Sellers are required to provide certain warranties regarding the quality of the goods or services provided. Pro – Bono Contract Law| 20 November 2015

Termination 6 If either the Buyer or the Seller do not do what they promised to do, the other Party may terminate the contract. 1.Seller: If the Buyer promises to pay but then does not pay, the Seller may stop performing or terminate the contract; 2.Buyer: If the Seller promise to provide goods or services and does not do so, the Buyer may stop payment or terminate the contract; 3.Force Majeure: If an event occurs that makes the contract no longer possible to perform, the contract may be terminated. Example: The ship transporting the goods sinks; Pro – Bono Contract Law| 20 November 2015

Dispute Resolution 7 Pro – Bono Contract Law| 20 November Negotiation: Normally as first step the parties will enter into some for of negotiation to resolve the dispute; 2.Mediation: If the negotiation fails, the parties may ask an expert to try to act as Mediator between the Buyer and Seller; 3.Courts: If parties are unable to find a compromise, either party may go to request the competent court to resolve the dispute; 4.Arbitration: The parties may have agreed in the contract to use arbitration as a means of resolving the dispute as opposed to the courts. The Parties may have a dispute regarding the performance of the contract.

EXERCISE II Group A Team members are organizing a graduation party for the end of the school year. Group B Team members are salespersons for a local disco that offers graduation parties. Group A and Group B are to negotiate a valid contract at the best price that Group A and B can obtain. Points will be given to members of Group A and Group B and at the end of the course, a prize will be given for the person with the most points. Good Luck! 8 Pro – Bono Contract Law| 20 November 2015