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SpaceZ Gravitational Wave Detector Data - Coggle Diagram
SpaceZ Gravitational Wave Detector Data
$120M pre-paid revenue received for GWD data on 4 x $30M deals
Several other interested parties
Contract with QPI for 16 mirrors
Contract has several Boilerplate Clauses "Sold As Is" p347
SpaceZ added addendum to contract outlining specifications
QPI response was an invoice for $35,700
SpaceZ Paid
QPI provided a receipt with 14-day delivery ETA
Delivered 2wks late and not to specialized spec
Replacement mirrors requested with detailed explanation for purpose
QPI denied replacement request, citing policy, lack of warranties for needed purpose, and recommended a capable supplier (DOA).
3 more items...
Strict performance for a delivery date is not written into the contract. Despite being late, QPI substantially performs it's end of the contract.
Delivered product in good faith
No indication of a "Time of the Essence" clause
SpaceZ fulfilled their contractual obligation
To accept the counteroffer, QPI must do or say something to accept. In this case, the sent an invoice.
UCC 2-201: A contract for the sale of goods worth $500 or more is not enforceable unless there is some writ- ing, signed by the defendant, indicating that the parties reached an agreement.
Contract must be in writing due to the sale price exceeding $500
A counteroffer to the boilerplated contract.
Qualifies as a rejection to the boiler plate offer and introduces a new amended offer.
7 elements of a contract: offer, acceptance, consideration, legality, capacity, consent, writing
Bilateral contract
Sale of goods is governed by Article 2 of the UCC as well as the Common Law Statute of Frauds.
Race to beat NASA at similar product
NASA project 2mnth delivery, but instead, delivered in 6mnths
Remedies
Expectation Interest: Designed to put the SpaceZ in the position it would have been in had QPI fully performed their obligations. A court will try to give the SpaceZ the money it would have made from the contract, which will all the gains it reasonably expected and all the expenses and losses she would have incurred.
Direct Damages: Those that flow directly from the contract breach.
QPI cannot and will not provide a second batch. This would've included the cost to buy replacement lenses from DOA.
Consequential Damages: Reimbursement for harm that results from the particular circumstances of SpaceZ. Only available if they are a foreseeable consequence of the breach.
This includes the lost $120M pre-paid revenue that will need to be returned by SpaceZ.
Obtaining the lenses did not guarantee SpaceZ would win the innovation race.
QPI and SpaceZ did not contemplate damages associated with failure to meet the order specs. QPI was unaware of the gravity of contract, much less how the lenses were to be used.
A case can be made for projected losses on anticipated interest, but a court cannot grant an award for profits which cannot be proved.
Mitigation of Damages: SpaceZ may not recover for damages that it could have avoided with reasonable efforts. SpaceZ should've recognized that QPI had no intention to fulfill the original contract, heeded their advice to contract with DOA and given themselves ample opportunity to win the race against NASA.
Restitution Interest: If the expectation interest cannot be provided, perhaps the money paid for the lenses can be refunded. $35,700.
Reliance Interest seeks to reimburse the time and money that the injured party spent performing his part of the agreement. In this case, SpaceZ would've spent the money on the project regardless of QPIs involvement. Thus, reliance interest will not be sought.