Intellectual property at issue in this case
The intellectual property at issue in the case is a cartoon character by the name psycho Chihuahua. The plaintiff accused the defendant of using Chihuahua for advertisements purpose which was against an implied-in-fact contract. The case outline shows that the defendant disclosed the ideas with the intention of compensation through the use of the idea. The ideas are entitled to protection under the law since the issue, in this case, is an original idea and no one is entitled to disclose the idea unless under the permission of the origin or the owner especially with expectations for financial gains ("Wrench, LLC v. Taco Bell Corp. | Casebriefs", 2019)
Differences between an implied-in-law (quasi) and an implied-in-fact contract
The difference of implied-in-law and an implied-in-fact contract lie on the bases of agreement inferred by actions, and of respective party and the one made by the court to uphold justice as well as correcting unjust act. Express contract is the binding agreements between any party either written or oral. Express contracts contain an offer that must be accepted by the other party for common intent under consideration both side. An implied-in-law (Quasi) involves the court. In this case, the court is a support to maintain justice, and hence the law calls for the formation of ‘implied in law contract.’ For instance, if a given person benefits him or herself from someone else legal entitlements, unjust enrichments come up. Implied in fact contracts is commonly experienced in the business world. It is a mutual industry usage and continuing business affiliation. In this case, the parties involved poses in a way that shows that they intend to agree with one another, despite the issue of them not having established with a written or oral agreement.
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For instance, in a business setting a certain company may have been running a contract based association with a certain client. After the expiry of contract, the two parties still behave in a way that the contract is still active, which shows the situation of implied in fact contract. The terms of implied in fact contract consist of acceptance, consideration, offer, and mutual intent. It terms are not fixed and are subject to modifications by the parties relationship and behavior while dealing with the other party ("Implied in Law Contract vs. Implied in Fact," 2019).
The type of contract on the issue, in this case, was an implied-in-fact contract. It is a business related relationship between Wrench, LLC who in this case is the Plaintiff and Taco Bell Corp who is the Defendant. The Plaintiff claims that the defendant breached the “implied in fact contract.” It happened when Taco Bell Corp used the Chihuahua for advertisement purposes that warned them financial benefits and competition in the market while Wrench, LLC was not involved in this financial gain ("Wrench, LLC v. Taco Bell Corp. | Casebriefs," 2019 ). In this case, the defendant used the plaintiff ideas without his consent hence breaching their former agreements.
What the parties could have done differently to protect their rights and avoid this dispute.
Taco Bell Corp Company (defendant) and Wrench could have engaged themselves in written agreement outlining the details of the usage of Chihuahua. Since the two parties established a working relationship between the retail licensing of the idea, the defendant never responded to the opinion of the plaintiff which was against the law. It was a clear opinion that the defendant had hidden ideas which he did not consider exposing to the plaintiff. Also since the creative services showed interest in the use of Chihuahua, it is reported that the marketing department had no involvement including even at the time of involving the licensing agent from the plaintiff. Therefore, in this case, I recommend that the two parties could have come up with a thorough written agreement on the terms and conditions of the usage of Psycho Chihuahua.
The outlines of the percentage compensation to be shared to the source of the idea is determined in which the defendant was to be responsible. Under this condition a firm implied in fact contract could have been created which would call for legal judgments and punishments upon breaching.
Utilization of properly written contract for the licensing and use of the intellectual property to prevent the issue.
A license entails permission to the utilization of something, and hence without license authorization, it is referred to as intellectual property (IP) infringement. For instance, when a person purchases a software copy for commercial use, he or she is given an IP license. The terms and conditions of an IP license are varied in which the terms and conditions are negotiable between the licensor and the licensee ( Pisacreta, Ostrow & Adler, 2017) . A properly written contract that involves IP license should avail the exact terms that should be followed, and that administers the licensing conditions between the two parties. In this case, proper utilization of the licensing conditions could have entailed license out terms. License out is a situation where the source of an item licenses out the item or ideas to another company with the aim of financial gain or other benefits, like in the case of Wrench LLC with Taco Bell Corp Company. With written license contracts Taco Bell Company could not have gone against the agreements, and hence Wrench LLC could be in apposition to enjoy the financial benefits from the Chihuahua ides.
The elements form a valid contract
A valid contract consists of various elements to make it legally applicable. The elements of a contract are an offer where one of the parties involved made a promise of accomplishing specific tasks. In considering a valuable item or ideas are exchanged for a specified idea, while acceptance entails unambiguous acceptance of the offer. The other element is mutuality where the parties in the contract had a meeting to form their agreement. It means that the parties understood the basics and terms of the contract in a clear way ("Elements of a Contract — Judicial Education Center," 2019) . These elements define the existence of a contract.
References
Elements of a Contract — Judicial Education Center. (2019). Retrieved from http://jec.unm.edu/education/online-training/contract-law-tutorial/contract-fundamentals-part-2
Implied in Law Contract vs. Implied in Fact. (2019). Retrieved from https://www.upcounsel.com/implied-in-law-contract-vs-implied-in-fact
Pisacreta, E., Ostrow, S., & Adler, K. (2011). Intellectual Property Licensing: Forms and Analysis . New York: Law Journal Press.
Wrench, LLC v. Taco Bell Corp. | Casebriefs. (2019). Retrieved from https://www.casebriefs.com/blog/law/contracts/contracts-keyed-to-ayres/agreement/wrench-llc-v-taco-bell-corp/
