Company designs and sells a newly-invented MP3 player, the MPFree, that plays any music it can receive wirelessly from the Internet and that works with wireless earphones. As vice-president of this 75-person company located in the fictional country of Euphoria, we have to advise Eugene, one of our managers, by helping him dealing with three main situations that talk about International Business Law. We should also specify that Euphoria is a member of the "United Nations Convention On Contracts For The International Sale Of Goods", known under the acronym CISG.
[...] Furthermore, Anna has to be fired for serious misconduct and concerning SmallCo, we should make a commercial compromise if the contract could not be breached. Besides, we should hire Betty because age discrimination is not demonstrated in this case but at the same time Eugene has to carefully analyze all the pros and cons hiring Betty due to a conflict of interest from the acquaintance with Anna. And we have to make sure that non- competition clauses are included in each employee's contract. Eugene also has to better reinforce the communication between subordinates and top managers to establish standard rules in the decision process. [...]
[...] At the same time, Buyer could claim reparation of the MP3 players and a new shipping. The thing is that Company gets the MP3 players with Buyer's printed logo back without getting any payments in return. Company could thus accept the price reduction and reship the same goods. However in the case where Buyer does not want to pay, this latter will be in breach of contract and Company will have to sell its MP3s to another customer. But, considering the price of modifying and repairing the damaged MP3s, what could be the best solution? [...]
[...] This Contract shall not transfer intellectual property rights between the parties. Any matter concerning new and/or additional intellectual property rights, not in existence or not specified at the time of the signing of the Contract, and which arise during the execution of the Contract, shall be the exclusive property of Company. In the case of a disagreement, the matter shall be settled by arbitration.? The third issue deals with the agreement with the new Chinese manufacturer ChinaCo who would produce Company's MP3 players. [...]
[...] The thing is that this entity should take the form of a business organization that permits to minimize tax. The best form to do that in this case is to create a LLC, a limited liability company that avoids double taxation of a standard corporation form. As we saw from the materials, LLC limits liability of all members and allow them to participate in the management of the business. As we saw from the course materials, members in LLC have the right to get financial distributions, the right to vote and manage per operating agreement, the right to withdraw and demand payment of member's interest, and the right to assign financial interest. [...]
[...] And we can suggest that purchasing stocks of another company, even if this one is small corporate customer, is related to a takeover and that kind of decisions could not be taken by a simple employee, even if she may be top manager. However, the corporate customer SmallCo is still waiting for his agreement and could argue that Anna got an apparent authority for acting this way. But the principal did not represent or act in this situation because Anna acted ?unbeknownst' to the top management. Therefore, Company could not be responsible and have liability in such agreement with SmallCo. [...]
À propos de l'auteur
BENOIT S.Lead Buyer Droit internationalInternational business law: MPFree example