Contracts Flashcards
What contracts are commonly encountered in vet med?
- employment contracts
- purchase agreements
- partnership agreements
- leases (building, vehicle, equipment)
What is a contract?
“agreement between two or more capable people for a legal consideration to do or not to do some lawful and genuinely intended act”
What are the five essential elements of a contract?
- capable
- mutual agreement
- legal consideration
- genuinely intended
- lawful subject matter
Explain “capable”
cant be infant (u18), mentally incompetent, drugs/alcohol, enemy alien
Explain “mutual agreement”
definite offer and acceptance unconditional communicated manner - as stated in contract time period - as stated in reasonable time period
Explain “legal consideration”
that which a person receives or is to receive for what he does or agrees to do
must be valuable consideration but not necessarily money
Explain “genuinely intended”
voided if fraud, misinterpretation, duress, undue influence, mistake
Explain “lawful subject matter”
crime, civil wrong (sunday), or contract against public policy
e.g. cant borrow money for the lawsuit
How does a contract get discharged?
performance - each party has performed their obligations
agreement - both parties agree to terminate
substitution - enter int a newer agreement
impossibility of performance - through no fault of ones own
operation of law - law puts in end (bankruptcy)
breach of contract - failure to perform
Explain Rights or Remedy.
“where there is a right there is a remedy”
- main and often only remedy in law is “damages”
- tort is a civil wrong compensated by monetary damages
- damages applies to breach of contract
- damage are compesatory not punitive
“right does not diminish with the value of the loss”
What are the requirements for written contracts?
Must be in writing if:
contract that cannot be completed within a year
- physical property not chattel
- all contracts where another person agrees to be responsible for a debt
- all contracts relating to the execution of a will/estate
What are restrictive covenants? example?
designed to protect a business from competition by a former employee
courts will not enforce if unnecessarily restrict an employee’s freedom to make a living. Employee must prove reasonably necessary to protect business
e.g. non-compete clause (non-competition, non-solicitation)
What is the difference between non-competition covenant and non-solicitation covenant?
non-competition covenant: prohibits former employee from becoming engaged in a business that completes with the business of their former employer
non-solicitation covenant: prohibits a former employee from soliciting the customers or employees of his or her former employer
What is the scope of non-competition agreement?
only prohibited to engage in business activities similar to that of previous employer
cant be too large of a radius when restricted to geographic area
shouldn’t last longer than necessary for employer to regain competitive advantage
typically 12 months or less
What are typical clauses of employment contracts
- length: often 1 year with renewal
- responsibilities and scheduling
- compensation and benefits
- on-call/after ours details
- insurance
- vacation
- auto allowance?
- profit sharing?
- future partnership
- paternity/maternity leave
- performance reviews
- notice periods for termination
What is Tort?
“Wrong doing”
when a person or corporation causes a wrong doing or injury to an individual
What are two types of tort?
intentional:
personal harm - assault/battery
economic harm
interference with land or chattle
Unintentional:
negligence
*remember that the remedy for damages for breaching a contract and tort are basically the same and involve money
What strict liability (intentional tort) and how does it relate to practice ownership?
this applies to anyone who stores dangerous goods on their property
if you own your own practice = vicarious liability (youre at fault)
What is unintentional tort (negligence)?
friend gives you a ginger beer and you get sick. its now your friends fault not the company or the store
What are the 4 elements to love thy neighbour?
- was a duty of care owed?
anyone reasonably affected by your actions is owed a duty of care - if owed, the what standard of care is required?
if standard met then no negligence - was there a breach in the standard?
below standard = negligence - is there legal causation?
must be able to link action of offending activity with outcome
Why is love why neighbour significant to veterinarians?
- occupiers liability (occupier has duty of care to those coming onto land)
trespasser - uninvited but still some duty of care (attractive nuisance - enticed to trespasS)
Licensee - social visitor (must warn of potential risks
invitee - people invited or enticed to come
highest standard of care
must warn of dangers and anticipate others
e.g. vet clinic
What is vicarious liability?
extension of negligence beyond the person who was negligent
employer negligent for acts of the employee
