In the case of Wrench LLC v. Taco Bell Corporation, the type of intellectual property was the idea of the cartoon character of LLC Company. The company created the idea of a unique cartoon which they got a license for. Peoples’ patents and technologies are their own ideas which are recognized under the law. When a company copies or uses another company’s idea without permission, it can be sued for damages by the owners of the idea.
The idea was protected under the law because the company had a patent for it (Dutfield, 2017) . In case another company wants to use the idea, they must sign an agreement and accept the terms and conditions to avoid cases of stealing the idea. They must agree on when and how they will use the idea and stick to the agreement. In case one party breaches the contract, it gets terminated and the party gets sued for damages.
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In implied-in-law contract- (quasi-contract) obligation created by law for the sake of justice or to avoid unjust enrichment (Zafar, 2015). In implied-in-law contract no agreement is required (Campbell, 2014. An Implied-in-fact contract is a contract whereby the proposal and acceptance are expressed in a non-verbal manner. It is expressed by means such as conduct or behaviour among others. The issue can be considered to be implied-in-fact because there was no legal or basic obligation. Tarco Company sent the proposal and LLC Company and got forwarded the graphics without any agreement on how they should be used.
For the contract to be termed as valid, the parties could have made a contract and then proceeded further. Initially, they could have asked for the cartoon character to use for their company then they should have agreed and entered into a contract.
LLC Company could have requested a written agreement before sending pictures and products of their cartoon character. They could not be forced to go to court as their terms could be settled in the contract which Taco would not have breached in any way. For instance, their character digital graphics were not supposed to be used unless there was an agreement. Their concerns could have been specified in the agreement which both parties were obliged to.
The time when the agreement should start is supposed to be fixed. It should be mentioned from which date they intend to start using the product/technique. Dates should be clear from when they are going to use it for whichever means. Contracts should have fixed conditions for instance, in which specific advertisement are they allowed to display the idea and for how long will it be displayed. If such conditions are not met, then the other party can be sued for damages.
Terms of the contract should be defined clearly. A simple and clear language should be used so that both parties can understand the terms in the contract. Some contracts have difficult words that are hard to understand. Such terms should be explained for understanding. Payment arrangements should be made clear, concerning the amount they were going to pay and by which means. The amount to be paid in advanced should be indicated and the period of clearance of the remaining amount.
Damages for breach of the contract should be indicated so that both parties can be aware of the amounts they were expected to pay in cases where the contract is breached. If one party breaches the contract, it should be terminated immediately and the party found to have breached should be charged to compensate the other party. All key terms used in the contract should be defined so that parties understand all the points clearly. There should be an indication of dispute resolution methods whereby both parties are informed early enough what action to take in case of any dispute.
References
Dutfield, G. (2017). Intellectual property rights and the life science industries: a twentieth century history . Routledge.
Campbell, D. (2014). Good faith and the ubiquity of the ‘Relational’contract. The Modern Law Review , 77 (3), 475-492.
Zafar, M. (2015). Doctrine of unjust enrichment under contractual obligations: a critical appraisal (Doctoral dissertation, Aligarh Muslim University).
