(Tiểu luận) midterm reportcourse introduction to law and legal, ethical issues in business

FOREIGN TRADE UNIVERSITY FACULTY OF LAW *** MIDTERM REPORT Course: Introduction to Law and Legal, Ethical issues in Business Class: PLUE105.1 Instructor: PhD Ha Cong Anh Bao Group: 02 Group member Nguyễn Phan Hương Ly Lê Minh Châu Phan Ngọc Khánh Nguyễn Hà My Hanoi, December 2023 Students ID 2011150831 2013150006 2012150046 2012150066 Table of Contents I Introduction .2 II Literature Review 2.1 What is a Quasi Contract? 2.2 Principles of Quasi Contract 2.3 III 3.1 Advantages of Quasi contract 3.2 Disadvantages of Quasi contract 3.3 IV V Types of quasi-contract Analysis of the practical applicability in the business of Quasi contract Case Law regarding the Quasi contract: Mills v Wyman (1825) 10 Conclusion 15 References 16 I Introduction The business world revolves around contracts, meticulously crafted agreements forming the bedrock of every interaction But what happens when these agreements falter, leaving gaps or ambiguities that expose businesses to the possibility of exploitation? In such situations, the law unveils a powerful safety net: the quasi contract These "unofficial contracts" aren't mystical entities, but rather legal remedies designed to prevent one party from unjustly enriching themselves at another's expense, even in the absence of a formal document They transcend the rigid framework of traditional contracts, offering a flexible and equitable solution in situations where fairness cries out for intervention This paper delves into the intriguing world of quasi contracts, dissecting their core principles and exploring how they prevent unjust enrichment and promote fairness in business dealings We utilize the Indian Contract Act, 1872, as a lens to examine different types of quasi contracts, showcasing their practical applications in the corporate landscape We also unveil the advantages and limitations of quasi contracts for businesses, exploring how they can act as a safety net while acknowledging their potential pitfalls Through real-world examples and insightful analysis, we'll shed light on when these remedies are most beneficial and when they might not be the optimal solution Finally, to solidify our understanding, we delve into the landmark case of Mills v Wyman This legal battle will serve as a microcosm, showcasing how courts apply quasicontractual principles in practice By dissecting the arguments and the court's ultimate decision, we'll gain a deeper appreciation for the nuanced application of this legal concept II Literature Review 2.1 What is a Quasi Contract? A quasi contract is a contract that is created by the court when no such official tract exists between the parties, and there is a dispute with regard to payment for goods or services provided Courts create quasi contracts to prevent a party from being unjustly enr iched, or from benefiting from the situation when he does not deserve to so.1 Because the agreement is constructed in a court of law, it is legally enforceable, so neither party has to agree to it The purpose of the quasi contract is to render a fair outco me in a situation where one party has an advantage over another The defendant - the part y who acquired the property must pay restitution to the plaintiff - the wronged party to co ver the value of the item However, In order for a judge to establish a quasi contract, some specific prerequis ites must be satisfied: One party, the plaintiff, must have experienced a loss as a result of a transfer The defendant must have or acknowledged receipt of and retained the item of valu e, but made no effort or offer to pay for it The plaintiff must then demonstrate through burden of proof why the defendant re ceived an unjust enrichment The item or service cannot have been given as a gift The defendant must have been given a choice to accept or deny the benefit.2 Quasi Contract, Legal Dictionary, 2017 Adam Hayes, Quasi Contract, 2022 2.2 Principles of Quasi Contract The principles of quasi-contracts revolve around fairness, restitution, prevention of unjust enrichment, and promoting equity in contractual relationships These principles gui de the imposition and enforcement of quasi-contractual obligations in situations without a contract between the parties Here are the key principles of quasi-contracts: Fairness and Equity Quasi-contracts are founded on the principle of fairness and equity They aim to pr event one party from unjustly benefiting at the expense of another When one party receiv es a benefit or advantage from another, it would be unfair for them to retain that benefit w ithout compensating the other party Quasi-contracts ensure that parties are treated fairly and that no party is unjustly enriched Restitution The principle of restitution is central to quasi-contracts It entails (involves/require s) restoring the aggrieved party to their original position before the benefit was conferred The party who received the benefit must make restitution or provide compensation to the party who conferred the benefit This principle seeks to restore the balance and rectify an y unjust gain obtained by one party at the expense of another Prevention of Unjust Enrichment Quasi-contracts are designed to prevent unjust enrichment, which occurs when one party gains a benefit or advantage at the expense of another party without proper justificat ion The principle of preventing unjust enrichment ensures that parties not profit unfair ly from their actions or receive benefits for which they have not provided consideration Quasi-contracts aim to restore the rightful position and prevent individuals from retaining benefits that they are not entitled to retain Remedial in Nature Quasi-contracts serve as remedial measures to provide a legal remedy when a cont ract is lacking or insufficient to address the underlying fairness concerns They ensure jus tice and equitable outcomes by imposing obligations on parties to prevent unjust enrichm ent and restore the affected party to their rightful position.3 Overall, the principles of fairness, restitution, prevention of unjust enrichment, and the pr omotion of equity underpin quasi-contracts These principles guide the imposition and enforcement of quasi-contractual obligations, e nsuring that parties are treated fairly and that one party does not profit unjustly at the exp ense of another 2.3 Types of quasi-contract Quasi-contracts are addressed in section 68 to section 72 of the Indian Contract Ac t, 1872 These sections outline different types of quasi-contracts recognized by Indian law Here are the types of quasi-contracts as per the Indian Contract Act: Section 68 – Necessaries Supplied to Persons Incapable of Contracting If a person, incapable of entering into a contract, or anyone whom he is legally bou nd to support, is supplied by another person with necessaries suited to his condition in life, the person who has furnished such supplies is entitled to be reimbursed from the propert y of such incapable person Example: John is a lunatic Peter supplies John with certain necessaries suited to hi s condition in life However, John does not have the money or sanity and fails to pay Pete r This is termed as a Quasi contract and Peter is entitled to reimbursement from John’s pr operty Suhani Dhariwal, Writing Law Document continues below Discover more from: luật đại Pháp cương PLU111 Trường Đại học… 999+ documents Go to course 236 GT Phap ly dai cuong - mong mn đạ… Pháp luật However, to establish his claim, Peter needs to prove two things: đại… 100% (42) - John is a lunatic - The goods supplied were necessary for John at the time they were sold/ delivered Introduction to Law Section 69 – Payment by an Interested Person 22 (Cô Hằng) Pháp luật đại… A person who is interested in the payment of money which another is bound 100% by la (35) w to pay, and who therefore pays it, is entitled to be reimbursed by the other Example: Peter is a zamindar He has leased his land to John, a farmer However, Bài tâp tình dân ing the payment, the government releases an advertisement for sale of the land (which is l Peter fails to pay the revenue due to the government After sending notices and not receiv eased to John) According to the Revenue law, once the land is sold, John’s Pháp luậtlease agreem đại… ent is annulled 100% (22) John does not want to let go of the land since he has worked hard on the land and i t has started yielding good produce In order to prevent the sale, John pays the governmen TONG-HOP-PHAP t the amount due from Peter In this scenario, Peter is obligated to LUAT repay the saidCUONG-… amount t DAI 80 o John Pháp luật đại… 100% (20) Section 70 – Obligation of Person enjoying the benefits of a Non-Gratuitous A ct THI KẾT THÚC Where a person lawfully does anything for another person,ĐỀ or delivers anything to PHẦN him, not intending to so gratuitously, and such another person HỌC enjoys the benefit there of, the letter is bound to make compensation to the former in respect of, luật or to restore, the Pháp đại… thing so done or delivered 100% (20) Example: Peter, a tradesman, leaves goods at John’s house by mistake John treats đề cương phap luat the goods as his own He is bound to pay Peter for them Section 71 – Responsibility of Finder of Goods dai cuong academi… Pháp luật đại… 100% (15) If a person finds goods that belong to someone else and takes them into his custod y, then he has to adhere to the following responsibilities: - Take care of the goods as a person of regular prudence - No right to appropriate the goods - Restore the goods to the owner (if found) Example: Peter owns a flower shop Olivia visits him to buy a bouquet but forgets her purse in the shop Unfortunately, there are no documents in the purse to help ascertain her identity Peter leaves the purse on the checkout counter assuming that she would retur n to take it John, an assistant at Peter’s shop finds the purse lying on the counter and puts it in a drawer without informing Peter He finished his shift and went home When Olivia retu rns looking for her purse, Peter can’t find it He is liable for compensation since he did no t take care of the purse which any prudent man would have done Section 72 – Money paid by Mistake or Under Coercion If a person receives money or goods by mistake or under coercion, then he is liable to repay or return it Example: Peter misunderstands the terms of the lease and pays municipal tax erron eously After he realized his mistake, he approached the municipal authorities for reimbur sement He is entitled to be reimbursed since he had paid the money by mistake Similarl y, money paid by coercion which includes oppression, extortion or any such means, is rec overable III Analysis of the practical applicability in the business of Quasi contract 3.1 Advantages of Quasi contract The inherent flexibility and equitable application of quasi-contracts make them a valuable tool in diverse situations One of their core strengths lies in the principle of unjust enrichment prevention This principle ensures that no party exploits another, preventing one-sided gains even in the absence of a formal contract Imagine a scenario where a contractor accidentally constructs a fence on your property, significantly increasing its value While there was no formal agreement, a court might impose a quasicontract to compensate the contractor for their work while also preventing you from enjoying the unearned benefit of the improved property without fair compensation This protective nature makes quasi-contracts especially beneficial for innocent victims of wrongdoing, acting as a safety net when traditional law might not offer adequate remedies Furthermore, quasi-contracts offer a compelling alternative to the standard compensation for damages framework In situations where quantifying precise damages is difficult or impractical, a court can leverage a quasi-contract to ensure mutually fair compensation The court-ordered nature of quasi-contracts contributes to their enforceability All parties involved are bound to adhere to the quasi-contractual obligations, fostering a stronger sense of responsibility and compliance compared to purely informal agreements This legal backing provides both parties with the security of knowing that their rights and obligations are formally recognized and enforceable through the court system Ultimately, the flexibility and adaptability of quasi-contracts make them a versatile tool for resolving diverse legal dilemmas Unlike the rigid structure of traditional contracts, quasi-contracts can be seamlessly moulded to fit unique circumstances, providing a nuanced and equitable solution where standard legal frameworks might fall Reference from Adam Hayes, Quasi contract, 2022 short Their ability to adapt to unforeseen situations and address the complexities of realworld interactions solidifies their position as a valuable instrument for upholding justice and promoting fair commercial practices 3.2 Disadvantages of Quasi contract While the equitable nature of quasi-contracts offers undeniable advantages, it's crucial to acknowledge their limitations to ensure informed implementation One key restriction resides in the negligence clause Those who negligently receive benefits, act unnecessarily, or engage in miscalculations may be shielded from full liability Imagine a contractor unintentionally exceeding the agreed-upon scope of work due to a misinterpretation of the plans Though they enriched the property owner, their negligence could minimize their obligation to be fully compensated for the additional work This can present a challenge for the provider of goods or services, creating potential for under compensation Furthermore, the quantum merit principle in quasi-contracts imposes a ceiling on recoverable amounts Even when liable, a party cannot be charged more than the actual benefit they received This can leave providers shortchanged in situations where the received benefit is significantly less than the originally intended value The presence of an express agreement, even an informal one, can also impede the applicability of quasicontracts The doctrine of election requires the plaintiff to choose between pursuing the original agreement or a quasi-contractual remedy If they opted for the original agreement, even if it wasn't fully fulfilled, they may have to forgo claims under a quasicontract, potentially leaving them with an unsatisfactory outcome This adds another layer of complexity to already nuanced situations Finally, quasi-contracts thrive in scenarios where proving damages is challenging However, in cases where quantifiable damages are evident, quasi-contracts might not be the optimal remedy A traditional breach of contract action, with its focus on quantifiable damages, might provide a more direct and comprehensive path to compensation than a quasi-contract seeking to prevent unjust enrichment 3.3 Case Law regarding the Quasi contract: Mills v Wyman (1825) Summary: On February 5, 1821, Mills (plaintiff), a Hartford, Connecticut resident, came upo n Levi Wyman, the son of Wyman (defendant) Levi was twenty-five years old and had j ust returned from a voyage at sea He was extremely ill, and was taken in and cared for b y Mills, a stranger, for fifteen days Levi then died His father, Wyman, lived in Massach usetts and wrote to Mills upon hearing of Levi’s death Wyman promised to pay Mills for the expenses he incurred while taking care of Levi However, Wyman later refused to pay and Mills brought suit to enforce Wyman’s promise The court of common pleas held for Wyman and ruled the promise unenforceable Mills appealed Rule of Law: The doctrine of quasi contract allows for the enforcement of an obligation to preve nt unjust enrichment when one party confers a benefit upon another, and the recipient of t he benefit would be unjustly enriched if they did not compensate the conferring party, des pite the absence of a formal contract Issue: The central question in Mills v Wyman was whether a quasi contract could be esta blished to compel payment for services provided when no formal contract had been agree d upon between the parties involved Holding: The court ruled in favour of the defendant, Wyman 10 Reasoning: In this case, Mills, the plaintiff, rendered medical care and services to Wyman's so n, who had fallen ill while travelling Regrettably, the son passed away before the service s could be completed Following the son's death, Wyman, the defendant, promised to pay Mills for the services provided Crucially, there was no pre-existing obligation or agreement for Wyman to compe nsate Mills for the services rendered Ordinarily, in the absence of an agreement or pre-ex isting duty, there might not be a legal obligation to pay for services provided However, the court invoked the doctrine of quasi contract, emphasizing the princip le of preventing unjust enrichment Despite the absence of a formal contract, Wyman ack nowledged and promised to remunerate Mills for the medical services provided to his son The court's decision rested on the notion that Wyman would be unjustly enriched i f he did not compensate Mills for the medical services, especially considering Wyman's a cknowledgment of the debt Therefore, based on the principle of preventing unjust enrich ment and Wyman's acknowledgment of the obligation to pay, the court held that Mills co uld recover under a quasi-contractual theory 3.4 Recommendation Thorough Contract Drafting Crafting a robust quasi contract hinges on meticulous attention to detail Consider every element of the agreement, including: - Task Scope: Clearly define the nature and extent of the work or services to be performed Specificity minimizes ambiguity and prevents disputes over what constitutes "fulfillment" of the obligation For example, if the contract is for website development, explicitly outline the number of pages, functionalities, and expected completion timeline 11 - Payment Terms: Establish a transparent and unambiguous payment schedule Consider factors like milestones achieved, deliverables completed, and potential performance delays Clearly state the payment method (e.g., bank transfer, invoice) and deadlines for each installment For instance, stipulate 50% upfront payment upon contract signing and the remaining 50% upon successful website launch - Unforeseen Circumstances: Anticipate potential challenges and outline how they will be addressed This could include provisions for force majeure events like natural disasters or unexpected market fluctuations, as well as procedures for handling delays, scope changes, or termination of the agreement For example, include a clause outlining a revised timeline and potential renegotiation of fees in case of unforeseen delays caused by server outages Frequent Contract Reviews The business landscape is constantly evolving, necessitating regular reviews of your quasi contracts Consider adopting a schedule for revisiting agreements, such as annually or at specific project milestones During these reviews, assess the following: - Continued Relevance: Has the context of the agreement changed significantly? Do the originally defined tasks, payment terms, and unforeseen circumstances clauses still reflect the current reality? For instance, a contract drafted for a simple online store might need revisions if the business expands to include a complex ecommerce platform - Effectiveness: Is the agreement achieving its intended purpose? Are the defined terms clear and enforceable? Has any aspect of the agreement become outdated or impractical? For example, a payment schedule structured based on monthly deliveries might need adjustment if the business transitions to a subscription model with recurring charges - Necessity of Amendments: Do any aspects of the agreement require modification to adapt to changed circumstances or address unforeseen situations? If so, 12 document these amendments clearly and ensure all parties involved agree to and sign off on the changes Written Amendments and Clarity Clarity is paramount when dealing with contractual modifications Avoid relying solely on verbal agreements or informal adjustments, as these can lead to misunderstandings and difficulties in enforcement Instead, adhere to the following: - Formal Documentation: Draft any amendments to the contract in writing, clearly outlining the changes made, the effective date of the revisions, and the reasons for the modifications Ensure both parties sign and have copies of the amended agreement - Transparency and Communication: Maintain open and transparent communication throughout the amendment process Clearly explain the proposed changes to all parties involved and address any concerns or questions they may have - Legal Review: When dealing with complex amendments or those with significant financial implications, consider seeking legal counsel to ensure the modifications are drafted correctly and enforceable Legal Counsel Involvement Consulting legal experts during the creation or modification of quasi contracts adds a layer of security and expertise Legal counsel can: - Identify Potential Issues: Lawyers can analyze the agreement and flag potential legal risks or ambiguities that might be overlooked by laypeople They can suggest strategies to mitigate these risks and ensure the agreement is legally sound - Compliance with Regulations: Legal professionals can ensure the agreement complies with all relevant laws and regulations, minimizing the risk of legal challenges or non-compliance issues 13 - Clarity and Enforceability: Lawyers can help draft the agreement in clear and concise language that is easily understood by all parties involved and enforceable in court if necessary Transparent Communication and Documentation Maintaining meticulous records is crucial for any quasi contract - Document All Agreements: Document all agreements, modifications, and communication related to the contract in writing This includes emails, invoices, meeting minutes, and any other relevant correspondence - Maintain an Organized System: Develop a system for storing and organizing all contract-related documents in a readily accessible and easily searchable manner This can be a physical filing system, digital folders, or a cloud-based document management system - Backup and Accessibility: Ensure you have backup copies of all critical documents stored in a separate location in case of accidental loss or system failures Make sure key personnel involved in the agreement have access to the necessary documents By meticulously following these principles, businesses can craft robust quasi contracts that effectively address unforeseen situations, protect their interests, and foster fair and transparent business relationships Remember, thoroughness, adaptability, and clear communication are key to navigating the gray areas of business and ensuring the success of quasi-contractual arrangements 14 IV Conclusion As we conclude our exploration of quasi contracts, it becomes evident that these legal instruments are not mere backup options, but rather crucial tools in the arsenal of fair business practices They fill the gaps left by traditional contracts, ensuring that businesses operate not just within the confines of legal agreements, but also within the broader realm of ethical principles and equitable outcomes The advantages of quasi contracts are undeniable However, acknowledging their limitations is crucial to using them effectively Therefore, while embracing the power of quasi contracts, businesses must prioritize effective contract drafting and implementation Clear communication, well-defined terms, and ongoing monitoring of agreements can significantly reduce the need for quasi-contractual remedies Consulting legal counsel during the drafting and review stages of contracts can further minimize ambiguity and potential disputes Ultimately, the key lies in achieving a balance By embracing this holistic understanding of quasi contracts, businesses can move beyond the limitations of formal agreements and operate in a world where fairness and justice prevail, paving the way for a more sustainable and prosperous future for all 15 V References Mills v Wyman, pick 207 (1825) (no date) Contracts: : Mills v Wyman, Pick 207 (1825) | H2O Available at: https://opencasebook.org/casebooks/628-contracts /resources/4.3.1-mills-v-wyman-3-pick-207-1825/ (Accessed: 23 December 2023) Mills v Wyman Casebriefs Mills v Wyman Comments Available at: https://www casebriefs.com/blog/law/contracts/contracts-keyed-to-knapp/enforcing-promises-b ases-of-legal-obligation/mills-v-wyman/ (Accessed: 23 December 2023) Investopedia (n.d.) Quasi Contract [online] Available at: https://www.investoped ia.com/terms/q/quasi-contract.asp#toc-advantages-and-disadvantages-of-quasi-con tracts [Accessed 21 Dec 2023] Legal Dictionary (2017), “Quasi Contract”, Available at: https://legaldictionary.ne t/quasi-contract/ Adam Hayes (2022), “Quasi Contract”, Investopedia, Available at: https://www.in vestopedia.com/terms/q/quasi-contract.asp#toc-types-of-quasi-contract Suhani Dhariwal, “What Are Quasi Contracts With Examples, Principles, Types, a nd Cases?”, WritingLaw, Available at: https://www.writinglaw.com/quasi-contract s-in-india/#principles Indian Contract Act (1872), CHAPTER V (68-72) – CERTAIN RELATIONS RE SEMBLING THOSE CREATED BY CONTRACT, Available at: https://www.wri tinglaw.com/68-72-chapter-v-indian-contract-act/ 16 More from: Pháp luật đại cương PLU111 Trường Đại học Ngoạ… 999+ documents Go to course 236 GT Phap ly dai cuong mong mn đạt… Pháp luật đại cương 100% (42) Introduction to Law (Cô 22 80 Hằng) Pháp luật đại cương 100% (35) Bài tâp tình dân Pháp luật đại cương 100% (22) TONG-HOP-PHAP LUAT DAI CUONG- DAI HOC… Pháp luật đại cương 100% (20) More from: My Hà 104 Trường Đại học Ngoại… Discover more Case - Thảo luận case 38 study Chính sách thương mại quố… None Case-1 - Thảo luận case study Chính sách thương mại quố… None Midtermmacroeconomics Macroeconomics Recommended for you None