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Management and Organizational Studies 2276A/B Study Guide - Fax


Department
Management and Organizational Studies
Course Code
MOS 2276A/B
Professor
Frederick King

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International Law Cases 2/27/2013 9:27:00 AM
Eastern Power Limited v. Azienda Communale Energia, Ontario Court
of Appeal
The appeal is a request that the decision be reversed
Deals with the contract law issue of whether or not a fax is
accepted as a contract
Important factors:
o Where is a contract formed when an acceptance is sent by
fax?
o Should the case be discontinued because Ontario is not the
proper location?
Facts:
o Azienda comes to Toronto, Eastern Power goes to Italy
o A letter of intent is signed by Azienda and faxed to Toronto,
Eastern Power signs it and faxes it back to Rome
o A deal was never actually agreed upon
o Eastern power sued Azienda for breach of contact for
$750,000 for development cost incurred and $160 million for
what they would’ve earned had there been no breach
o Eastern Power moved for a default judgment if the person
sued doesn’t respond they are noted in default, this is then
taken to a judge and asked for a default judgment
Azienda then brought a motion to stay the lawsuit
shouldn’t take place in Ontario
Eastern Power wants compensation for loss of profits
which is why they want the lawsuit in Toronto
Judge granted the motion to look at Ontario on the
basis of forum non conveniens grounds (courts may
refuse to take jurisdiction in one location, when there is
a more appropriate forum available to the parties)
Eastern Power argued the posto-acceptance matter that a
contract is accepted where it is sent, which was out of Toronto
o Azienda said the general contract rule should apply a
contract is created when and where acceptance is received,
which was in Rome so the contract was formed in Rome
o The judge then decided the applicable law was Italian law
Most of the evidence will come from Italy

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Factual matters:
o Appeal court supported Italy as the contract location because
most meetings took place in Italy
o Italian law doesn’t provide for loss of juridical loss
Even if Ontario was found to be the proper jurisdiction,
Ontario would have to apply Italian law and Eastern
Power still wouldn’t be provided compensation for lost
profits (loss of juridical advantage)
Rudder v. Microsoft, Ontario Superior Court of Justice
Rudder sued Microsoft in Ontario Microsoft made a motion to stay
the proceedings because Washington would be the applicable
location
Facts:
o Rudder represents MSN users
o Plaintiffs signed up for MSN and agreed to the user
agreement
Agreements states that the law to govern the contract
is Washington law
Plaintiffs say they shouldn’t be bound by the contract
Judge says that the contract is fair
o A court is not bound to go by the location in the contract, and
the burden lies with the party that wants a different location
Contract said that if they agree without reading the entire contract,
they are still bound by the contract
o Rudder admitted the agreement was completely viewable with
scrolling down
o Judge said there was no fine print and no ambiguous
language and to go against this would affect all other similar
contracts in the world and change the meaning of them
Court says the terms of the member agreement including the term
acceptance clause bind the users
o The plaintiffs did not meet the burden or show a strong
enough cause to dismiss the terms
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