Matt Campanella

Professor OBrien

Business Law

12/13/16

Final

In this case, Sally and Jane were laid off from their company Softmicro

because the company wanted to start reducing some costs. Sally and Jane

were at the company for 20 years and made good money as they were

widely recognized for their work in global positioning software systems. A

man named Santa called Sally and Jane because of the website they made to

promote their project. Santa meets with the girls and they began talking

about an exchange between the software and website and interest in his

company.

To start this whole case off, Employment Law is put into effect as

Softmicro was targeting their older employees and laying them off. This

action goes against The Age Discrimination in Employment Act of 1967 which

prohibits job discrimination against people age 40 and older (583). Age can

be a bona fide occupational qualification; policemen, firefighters, and airline

pilots can all have negative effects because of their age and how their job

contains the safety of civilians (583). However, that definition does not apply

to this case as a software systems employee must fall under the ADEA.
Softmicro should be confronted of the ADEA as their actions are essentially

deemed unethical.

The next issue in the case would be the non-written contract that was

formed between the girls and Santa. A contract is a legally enforceable

agreement, express or implied (93). There are also four main elements that

make up a valid contract; they are parties have capacity, mutual agreement

or meeting of the minds, consideration, and legality of subject matter (93-

94). Both parties had capacity, there was a clear intent to make a contract,

there is something to be exchanged through parties, and the subject is legal.

There are three requirements that are involved with an offer and they are a

clear intent to make a contract, sufficiently definite so a court can determine

the actual intent, and it must be communicated to the other party (99). All

three requirements are met as the offer was understood by both parties.

Since there was no written contract formed, a verbal offer can only last so

long. If an offer does not specify a period of time during which it is to remain

open, it expires after the passage of a reasonable time (101). This states that

the offer was still acceptable and the period of time did not expire due to

Santa still using the computer software. Santa proposed a deal to the girls

which stated that the girls would develop a software and a website that will

be used for tracking the manufacture and distribution of gifts, while in return

the girls would receive interest in his company that he was going to start.

The elements are all covered and to go even deeper, it would fall under a

unilateral contract. A unilateral contract involves a promise by one party and

an act by the other (96). So in the deal, Santa is promising the interest in his

company and the girls are acting towards his promise.

Another issue in the case was when Santa told Sally and Jane that their

software was not good enough for him and they were to receive no interest

in his company. Santa then took the software to Frost Industries because he

was hired by them to make a software for them. This falls under intellectual

property and that is the intangible property arising from the creative

endeavors of the human mind, such as literary works and computer software

(605).

One form used in the case was a copyright, as Santa is using Sally and

Janes software that they created. A copyright is the exclusive right to print,

reproduce, sell and exhibit written material, musical compositions, art works,

photographs, movies, data systems, and other creations placed in a tangible,

preserved medium of expression (608). Sally and Jane own the software so

therefore Santa stole this from the girls. A copyright lasts for the life of the

creator, plus 70 years, while a corporate copyright lasts for 95 years from

when the work was first published or 120 years from when it was created

(608). This states that the software was clearly owned by the girls and

cannot be touched for 70 years as they are no longer apart of any company.

To qualify as copyrightable, a creators work must be the original work, a

tangible medium of expression, and some minimal level of creativity (608).

The software program that was developed originally was created by Sally

and Jane, therefore, Santas work is copyrightable. In 1980, Congress passed

the Computer Software Act, an amendment to the Copyright Act that granted

copyright protection to the expression of computer programs (611). Although

it is not handled well in the court system, this was put into place to

specifically protect copyright infringements.

Another form of intellectual property is a trade secret between Sally

and Jane. People can change jobs and join a competitor, but they cannot

lawfully turn over trade secrets: information, including any formula, process,

compilation, customer list, method, pattern, program, device, or technique

that derives any economic value or is the subject of reasonable efforts to

maintain secrecy (615). Because copyrights can only be used to protect the

expression of ideas in computer software, trade secrets have become

important in protecting the ideas themselves (615). Sally and Jane formed

together and now have the trade secret that involves the computer program

they developed.

One of the last issues in this case was negligence by Jack Frost and his

dwarfs in the recoding of the computer software delivered by Santa after he

basically stole it from Sally and Jane. Negligence is when the plaintiff must

show four things: a duty imposed on the defendant in favor of the plaintiff,

the defendant breached that duty, was the breach foreseeable, and the

plaintiff suffered damages (455). This is case involves negligence because

the reason Santas sleigh became inflamed was directly due to the Tracker

device the dwarfs made. The dwarfs had a duty to make the software work

correctly which they failed to do. The breach was foreseeable because the
dwarfs knew that the Tracker device was capable of turning the entire sleigh

into flames, and because of this, Santa receives compensation or damages.

Damages refers to the compensation due to the non-breaching party to

recover any financial loss or injury cause by a breach of contract (166). Santa

had to go on Amazon and purchase billions of dollars in toys and gifts for

everyone around the world because the Tracker put Santas sleigh out of

commission. Santa will then receive some sort of compensation for the

destruction the dwarfs made.

Another issue in the case was when Santa went into Sally and Janes

homes and removes all of their furniture. An intentional tort is the

defendants act must be expressly or implicitly intended; the resulting harm

need not be intended, but must have been reasonably foreseeable (454).

This intentional tort would fall under the invasion or privacy. The invasion of

privacy is the interference with a persons right to be left alone (463). There

are four ways in which one can do this; public disclosure of private facts,

publication of information, intrusion upon a persons private life, and

unauthorized appropriation of name or likeliness (463). Santa commits the

intrusion upon a persons private life because of how he broke in and

removed all furniture. Damages comes into play again as Sally and Jane will

be compensated for their missing furniture.

As Sally and Janes lawyer, I would advise them to from a Limited

Liability Company (LLC) because it would fulfill the needs of limiting their

liability and it also keeps room for investors. LLCs are treated like
partnerships when it comes to taxing and there are no restrictions on the

number or kind of owners (368). One advantage that is crucial is how the LLC

permits the investors to manage the business yet not be personally liable for

the business debts (368). The LLC is a partnership-corporation hybrid, with

the corporate shield protecting against personal liability, but with LLC

members like partners in that two of these three partnerships characteristics

must be present; a members death or decision to leave company, transfer of

membership that must be passed through all the members, and that the LLC

is managed by all of the members (368). These two explanations above state

that Sally and Jane can manage the company from the outside essentially,

but will not be held accountable for any business debt that occurs. So I

believe that an LLC is the best decision Sally and Jane have at creating a

successful company. The flexibility that comes with the LLC, such as the

ownership and operations, is an advantage that this business has over all the

other businesses.

All in all, Sally and Jane have the right to create all these claims

towards Santa and the claims presented are all applicable in the case. The

same goes for Santa as he will lose his case against Sally and Jane, but will

receive some sort of compensation from Frost Industries.