Business Case Ten
- What type of intellectual property was at issue in this case? Were these ideas entitled to protection under the law?
- Explain the difference between an implied-in-law (quasi contract) and an implied-in-fact contract. What type of contract was at issue in this case?
- Explain what the parties could have done differently to protect their rights and avoid this dispute.
- Explain how a properly written contract could have been utilized for the licensing and use of the intellectual property to prevent the issue, and provide terms you would recommend be included in such a contract.
- Identify and explain each of the elements that would have been necessary to form a valid contract.
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Read the summary of the Wrench LLC v. Taco Bell Corporation case in the “Ethics: Implied-in-Fact Contract Prevents Unjust Result” section of Ch. 9 in Legal Environment of Business. It is suggested that you also research and read the full court opinion, using the summary in the textbook to aid your understanding of the legal issues presented.
Write a 700- to 1,050-word paper using Microsoft® Word. Address the following questions:
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Ethics Implied-in-Fact Contract Prevents Unjust Result
“The appellants produced sufficient evidence to create a genuine issue of material fact regarding whether an implied-in-fact contract existed between the parties.”
—Graham, Circuit Judge
Thomas Rinks and Joseph Shields created the Psycho Chihuahua cartoon character, which they promote, market, and license through their company, Wrench LLC. Psycho Chihuahua is a clever, feisty cartoon character dog with an attitude, a self-confident, edgy, cool dog who knows what he wants and will not back down. Rinks and Shields attended a licensing trade show in New York City, where they were approached by two Taco Bell employees, Rudy Pollak, a vice president, and Ed Alfaro, a creative services manager. Taco Bell owns and operates a nationwide chain of fast-food Mexican restaurants. Pollak and Alfaro expressed interest in the Psycho Chihuahua character for Taco Bell advertisements because they thought his character would appeal to Taco Bell’s core consumers, males ages 18 to 24. Pollak and Alfaro obtained some Psycho Chihuahua materials to take back with them to Taco Bell’s headquarters.
Later, Alfaro contacted Rinks and asked him to create art boards combining Psycho Chihuahua with the Taco Bell name and image. Rinks and Shields prepared art boards and sent them to Alfaro, along with Psycho Chihuahua T-shirts, hats, and stickers. Rinks suggested to Alfaro that Taco Bell should use a live Chihuahua dog manipulated by computer graphic imaging that had the personality of Psycho Chihuahua and a love for Taco Bell food. Rinks and Shields gave a formal presentation of their concept of using an animated dog to Taco Bell’s marketing department. Taco Bell would not enter into an express contract with Wrench LLC, Rinks, or Shields.
Just after Rinks and Shields’s presentation, Taco Bell hired a new outside advertising agency, Chiat/Day. Taco Bell gave Chiat/Day materials received from Rinks and Shields regarding Psycho Chihuahua. Three months later, Chiat/Day proposed using a Chihuahua in Taco Bell commercials. Taco Bell aired its Chihuahua commercials in the United States, and they became an instant success and the basis of its advertising. Chiat/Day says that it conceived the advertising idea by itself. Taco Bell paid nothing to Wrench LLC or to Rinks and Shields. Plaintiffs Wrench LLC, Rinks, and Shields sued defendant Taco Bell to recover damages for breach of an implied-in-fact contract.
A federal court jury found that an implied-in-fact contract existed and that Taco Bell stole the plaintiffs’ idea for the commercial. The jury ordered Taco Bell to pay $42 million in damages to the plaintiffs. Wrench LLC v. Taco Bell Corporation, 256 F.3d 446, 2001 U.S. App. Lexis 15097 (United States Court of Appeals for the Sixth Circuit, 2001)
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Solar Co. Inc., a solar panel manufacturing and installation company, has recently encountered several legal issues related to harassment allegations by employees, mistakenly classifying workers as independent contractors rather than employees, and internal disputes related to employees posting sensitive company information on their personal social media accounts outside of work.
To prevent these issues from happening in the future, Solar Co. is in the process of updating its employee handbook, and the CEO has asked you to draft several pieces of material for inclusion in the handbook with each piece containing at least 175 words. The information needed in the request is identified below:
Be sure to include explanations and justifications for each of your policies to help the CEO understand why each one is necessary.
Submit your assignment.
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Scenario: Your solar panel manufacturing and installation company, Solar Co. Inc., is in the process of “going public,” has underwritten its Initial Public Offering (IPO), and filed its registration statement with the U.S. Securities and Exchange Commission. Your current executive team has asked you to create a plan ensuring compliance with a variety of regulations that will apply to Solar Co. as the company goes public and continues to expand.
Write a discussion in no more than 175 words about each of the four federal agencies listed above in which you:
Submit your assignment.