Issues in Pharmacy Practice Contracts by zdn12589

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									   Issues in Pharmacy Practice:
             Contracts
Contract: An agreement between parties
 consisting of offer, consideration,
 acceptance
Consideration: The price for which the
 promise of another is bought
Gratuitous Promise: made without
 bargaining for or accepting anything else in
 return
                The Offer
• Legal issues
• Caveat emptor
• False promises, fraud, criminal intent or
  behaviour
• Advertising as free speech, not an offer
    Adequacy of Consideration
• Requires personal value judgment
• Not the role of law (usually)
• Motive cannot change a gratuitous promise
  into a contract
• Assumed equality of parties entering into a
  contract
                      Case 1
The SS Myrik hit an iceberg and began to sink. In
  an effort to stem the desertion of the crew of the
  ship, the Captain offered to double their pay if
  they stayed with the ship. The ship eventually
  sank, and the Captain refused to pay the crew.

Relationship between existing legal duty and
  consideration
                   Case 2
Eastwood, Keynon’s guardian, borrowed money to
 finance Kenyon’s education. On coming of age,
 Kenyon’s husband promised (in writing) to pay
 Eastwood back but failed to do so. Eastwood sued
 Kenyon.

Consideration and moral cause
                    Case 3
A owes B a large sum of money (principal + interest)
  but cannot pay. A verbally promises, and B
  verbally agrees to accept payment of principal
  only in regular installments. Once A has
  completely paid back principal, B sues A for the
  remainder of the interest.

Consideration makes a promise binding
          Injurious Reliance
         (Equitable Estoppel)
• Loss or harm suffered by a promissee who,
  to his/her detriment, relied reasonably on a
  gratuitous promise
                    Case 4
A purchases a business from X in premises owned
  by B. Upon moving in, A wants to dispose of
  furnishings. B states the furnishings came with
  the store and were A’s to do with as A pleased. A
  disposed of the furnishings. Later, X appears
  wishing to claim the furnishings back, which
  rightly belong to her.
Estoppel based on fact
                    Case 5
Alexei Yashin made a $1 million donation to the
  NAC. After paying $200K, he withdrew his
  pledge. It was revealed that AY had made a deal
  with NAC to have NAC pay AY’s parents to act
  as translators, in violation of NAC’s rules.

Injurious reliance
Charitable Donation (Promise of a Gift)
                 Services
Quantum Meruit: the amount a person merits
 to be paid for goods or services provided to
 the person requesting them
When one person requests services from
 another and the other performs these
 services, the law implies an obligation to
 pay. Obligation is implied between
 strangers, friends, and family.
                   Case 6
A asks B for technical assistance. B assists.
 Afterwards, A asks B what her fee is. B
 suggests an amount. A refuses to pay it.

Existing obligations and quantum meruit
        Capacity to Contract
Competence required to bind oneself:
• Age of majority
• Capacity
• Corporations
• Enemy Aliens
• First Nations Peoples living on Crown lands
  Grounds upon which a contract
       may be impeached
                        Case 7
Cecil has land to sell. Cecil refuses Webster’s initial
  offer of $2000. Later, Cecil writes to Webster
  mistakenly offering the land for $1250. After the
  letter is mailed, Cecil realizes his error, and sent a
  second letter stating the price should be $2250, but
  the second letter arrives after Webster posts back
  acceptance.
Mistake about terms/Words used inadvertently
  Grounds upon which a contract
       may be impeached
                        Case 8
L signs a 5-year lease to rent a shop from Y on a
  busy street. L misread the bus map and thought a
  bus route ran close to the shop. Y was unaware of
  L’s erroneous belief. What if Y was aware of L’s
  erroneous beliefs but did nothing to correct them?
Mistake in assumptions
Injurious Reliance
         Discharge of Contract
•   Discharge by Performance
•   Discharge by Agreement
•   Discharge by Frustration
•   Discharge by Self-Induced Frustration
•   Discharge by Operation of Law
                     Case 9
X is a concert producer who signs a contract to rent
  out Y’s hall. Before the concert, the hall burns
  down due to a lightening strike. X is forced to
  cancel the show and refund tickets, and would like
  to sue Y for his losses. What if Y had been an
  arsonist and burned down his own hall?
        The Effect of Breach
Either party to a contract may break it:
• By expressly repudiating its liabilities
• By acting in a way that makes its promise
  impossible to perform
• By failing to perform at all
• By tendering a performance that falls short
  of its promise
                   Case 10
Y is a pharmacist whose contract contained a clause
  stating she would not work in competition with
  her employer X for two years after termination. X
  dismissed Y without cause. Y recovered back
  salary for wrongful dismissal, and then began to
  work in competition with X. Having paid back
  salary already, X sought an injunction to prevent
  Y from working.
                    Case 11
B is a pharmacist hired by A to work as a designated
  manager. A has had difficulty finding a DM and
  cannot operate without one. Now with B, A can
  finally take a long-planned two-month vacation. B
  finds the job very stressful and decides to quit. In
  anger, B announces on Friday that he will leave on
  Monday. What if B announces on Friday he will
  leave in two weeks?
Doctrine of substantial performance
                       Case 12
Purolator contracted to deliver Cathcart’s bid to Ontario
  Hydro. The Contract contained a disclaimer clause related
  to non-performance. Purolator lost the bid. Purolator
  acknowledged that, had the bid been delivered, Cathcart
  would likely have won $37 000 business, but claimed that
  the disclaimer clause exempted them from liability.

Doctrine of Fundamental Breach
       Remedies for Breaches
• Damages
• Equitable remedies (specific performance)
• Quantum Meruit
   The Contract of Employment
Employer-Employee:
Relationship established by contract that gives
  one party (employer) authority to
  direct/control work of the other party
  (employee).
***Employer is liable for employee
   The Contract of Employment
Employer-Contractor:
Contractor not subject to supervision by
  employer; contract is to produce specified
  result by whatever means are selected
**Liabilities undertaken by contractors are
  entirely their own
         Employer-Employee
        Relationship: Liability
                      Case 13
Adair is employed by Magnum Computers. While in
 the course of routine business, he uses a Magnum
 product that has a bug, resulting in deletion of a
 customer’s files. What if this were not in the
 course of routine business?

Principle of Vicarious Liability
         Employer-Employee
       Relationship: Termination
•   Reasonable notice period
•   Wrongful Dismissal
•   Grounds for dismissal without notice:
-   Dismissal for cause
-   Misconduct
-   Disobedience
-   Incompetence
-   Illness
-   Adverse economic conditions
                        Case 14
Y is a 4th year student who signs a contract to accept $10 000
   from A in exchange for an agreement to work in A’s
   pharmacy for a minimum of 2 years. 1 year later, Y falls
   in love and wishes to move away. Y provides 1 months
   notice to A.
                    Case 15
X is a 4th year pharmacy student who signs a contract
  to accept $10 000 from B in exchange for working
  in one of B’s pharmacies (all of which are
  currently in the GTA) for two years. Next week,
  B opens a pharmacy in Yellowknife and wants X
  to move there. What if X were a pharmacist with
  several year’s experience?
                       Case 16
Z is a 4th year pharmacy student who signs a contract to
   accept $10 000 from C in exchange for working in C’s
   pharmacy for 2 years. C’s pharmacy is very busy and C
   refuses to hire a technician. Z complains about the
   working conditions and threatens to quit. What if Z found
   out about the working conditions in C’s pharmacy before
   actually spending the money, and Z then returned it (with
   interest)?
                   Case 17
G is a 4th year pharmacy student who verbally
  accepts a contract of employment from M for a
  salary of $60K/yr. Two days later, P offers G $75
  000/yr to work in P’s pharmacy. What if G had
  actually signed a contract with M?
                    Case 18
L is an IPG who contracts to work at V’s pharmacy
  for $30 000/yr for at least two years, based on V’s
  statement that this is the going rate for
  pharmacists. A month later, L’s friend indicates
  that most pharmacists make twice that amount,
  and encourages L to quit and work at another
  pharmacy, despite the fact that L signed a contract
  with V.

								
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