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Website Woes – Part II (Pat — THIS IS THE REAL QUESTION, DO NOT ATTEMPT THE OTHER ONE OF THE SAME NAME)
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BackWebsite Woes – Part II (Pat — THIS IS THE REAL QUESTION, DO NOT ATTEMPT THE OTHER ONE OF THE SAME NAME)
SBP won’t let me edit an assignment once it’s “assigned”. I don’t know how it happened, but somehow I “assigned” the early version from the wrong tab on my computer. This is the correct version.
(NOTE: the facts of the first paragraph are identical to those of Website Woes — Part I. In responding to this question, however, ONLY address damages claims against Pat, whose adventures are detailed in the SECOND paragraph.)
The Roastery, Inc. (TRI) was a seller of green, unroasted coffee beans to its customers. For the last five years, TRI had averaged a $190,000 annual profit after annual expenses of $2 million, and TRI now sought to develop a new Internet website to increase access to high-end customers around the country. Based on business analyses, TRI expected to make $20,000 per month additional profits from web sales ($240,000 per year). In June, TRI contracted with Candace to provide website development and support services at a cost of $1,000 per month, for a minimum of 12 months, beginning in July 1. This is approximately the same compensation that other website design experts would require for the same work, although some would have charged as little as $900/month and others would have charged as much as $1300/month. At the time of contracting, TRI paid Candace $6,000 to reserve the website domain name. Candace did substantial work preparing the base code for the new website in anticipation of starting work on July 1, but on June 30 repudiated the contract and kept the $6000 without reserving the website domain name. As discussed in Part 2 of this question, TRI hired a new website designer, Pat, at $1,100 per month for 12 months, starting August 1.
On July 15, TRI hires another web designer, Pat, for $1,100 per month, for a minimum of 12 months (covering 11 months left on the contract with Candace and one additional month beyond that ($13200 total)), beginning August 1 and pays Pat $7,000 to reserve the website. Concerned about its prior experience with Candace, TRI includes the following provision in the contract: “Penalties – In the event that Pat breaches this contract, TRI will suffer damages. Pat agrees that Pat will be liable for all of TRI’s damages.” Pat worked diligently on the website design, but on the last day of the contract Pat was 10 minutes late submitting the final code to TRI. Enraged at Pat’s “betrayal,” TRI refused to accept the code and instead refuses to take the website live for 6 months. After 6 months, Pat uploaded a video about TRI to “BadEmployersSuck.com”, an internet video hosting service, and it went viral. After the video, TRI’s orders from programmers dropped to nothing, resulting in total company profits of only $10,000 profit for the year after annual expenses of $2 million. TRI immediately uploaded and starting using Pat’s website, experiencing a substantial uptick in profits thereafter. TRI sued Pat for damages.
Evaluate TRI’s potential damages claims against Pat in light of the liquidated damages clause. (NOTE: I am not concerned about your maths. Put the right numbers in the right places for making your argument.)
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If a liquidated damages clause is invalid, you should address damages under other theories.
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