Business Law and Ethics: Breach of Contract and Bhopal Disaster
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This study material covers the topics of breach of contract and the Bhopal gas disaster. It explains the essentials of a valid contract and the remedies available for breach of contract. It also provides an overview of the Bhopal gas tragedy, including its history, warning signs, and factors that led to the disaster.
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Table of Contents INTRODUCTION..........................................................................................................................3 PART 1............................................................................................................................................3 Breach of Contractual Relationships and Remedies..................................................................3 PART 2............................................................................................................................................5 Bhopal Disaster...........................................................................................................................5 CONCLUSION.............................................................................................................................10 REFERENCES..............................................................................................................................11
INTRODUCTION Business law is large concept that regulate the working & functioning of various different businesses. Various types of laws are cover under it like economic law, securities law, contract law, labour law, commercial law, company law, tax law, Industrial laws etc. The contract law covers the contract which is type of agreement that are legally enforceable between two or more parties to do something as it also designed in such a manner so that it can easilyregulate the obligations, rights, conducts, and relations of the parties. This respective legislation bound all the parties to work by following their rules if they engage in valid enforceable contract (Siedel, 2016). Business ethics are related to rules as well as regulations that every company must follow to run the business in effective and profitable manner. The deep analysis of appropriate practices andpoliciesarerelatescontroversialsubjectssuchasdiscrimination,corporatesocial responsibility, fiduciary relationship, corporate governance and other also. These respective ethics act as guiding principles that helps in increasing the productivity as well as the morale of the workforce. The related assignment is divided into 2 parts, in which one part deals in breach of contractual relationships and the other part include the tragedy related to Bhopal gas. PART 1 Breach of Relationships that are based on contracts and also explain their Remedies For valid contract constitution, there are few essentials to that are necessarily be complied with. It include offer that was given by one party, and another must needs to accept it by giving consideration in terms of cash, kind and negotiable instrument that leads to create legal relations among parties. In order to bound the parties to this legislations, these essentials requirements must be completed so that aggrieved party can easily claim remedies in this Act. The remedies in this law includes damages, specific performance , injunction, of contract.(Beheshti, 2020). 1.As per this case, Raymond runs tax specialised a small consultancy firm in which Raymond & Samantha entered into a contract in this Raymond are responsible to draft business accounts for her and £800 will pay the amount by Samantha after completion of work as a consideration. When Raymond completed his work, Samantha told him that she could only afford £200. After wards the offer are accepted by Raymond as full & final settlement. After when Samantha paintings begin to sell at high prices, balance of £600 are wishes to claim by Raymonds.
As Raymond & Samantha has put to enter into an agreement,in which all the essentials to made a valid contract has been fulfilled as itis offer and acceptance by the involving parties, consideration of £800 and legal intention is also present. The legal obligation of Raymond was fulfilled by him and when Samantha was asked to pay the consideration, she deniesto pay complete consideration and ready to pay £200 only. This was reluctantly accepted by Raymond as full & final settlement butpromissory estoppel will not constitute by it. In the case ofD&C Builders v. Rees, the court held that defendant could not rely on estoppel as there is no agreement to accept less and the defendant has taken advantage of the the claimant's position and misleaded its financial position(Nadler, 2020). In the respective case, Samantha priorily agreed to pay whole consideration and later on refused to pay and mislead regarding her financial status, so Raymond is entitled to remedy. damages and specific performance are the remedies that are available to Raymond related to contract. Damages are the legal remedy which is a type ofaward in which compensation is made to innocent party. The main objective for this remedy is to put the aggrieved party in such position to which they would have been if the contract was performed. Specific performance is the example of other remedy that is equitable remedy available at the discretion of the court. This is an order that requires the party to complete its contract based liabilities and obligation. If three weeks earlier Samantha had paid £200 than it tends to constitute a counter offer by her and choice are given to Raymond to accept it or reject it. Basically counter offer is an additional offer that destructs offer which was original and does not constitute acceptance to the original offer. In case ofHyde v. Wrench, the court held that if counter offer is made, it destroy the offer which is original and it is no longer given a chance to offeree to accept it(Gentili, 2020). As per present scenario, this counter offer by Samantha would make the choiceto the Raymond whether to accept or reject the offer and at low consideration Raymond would not ready to accept the offer. In case when£400 are requested by Raymond from Samantha as full and final settlement, the legal position could have been different. Firstly the main offer is made by Raymond and secondly,£200as counter offer is paid by Samantha as full settlement. If Raymond had also made a counter offer to pay £400 as full and final settlement, Samantha had a alternative to accept or reject the offer. If it is accepted by Samantha than contract is constitute by it andon the other hand if offer is rejected by Samanthathan remedy can be claim by
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Raymond in the tribunal for the purpose of breach of agreement as Samantha had accepted the original offer. Raymond would be entitled to remedy from the court. As per this case, Raymond try to claim from Samantha the balance of £600 when the advertisement is saw by him in daily local newspaper that in £20000 their painting had been sold. As counter offer are accepted by Raymond as full and final settlement, there is no room to claim the balance as the doctrine of promissory estoppel will apply. the court invoke the doctrine inCentral London property Trust v. High Tree House, Lord Denning held that ifone party promisetoacceptthesmallersumagainstlargeramountdischargeshallbebinding notwithstanding there was no consideration. Thus Samantha not be liable for £600 to Raymond because the consideration related to £200 had been made by Samantha earlier. PART 2 Bhopal Disaster The Bhopal Disaster, also called the Bhopal gas tragedy as it was an accident of leakage of gas on 2-3 December 1984 at Union Carbide India Limited (UCIL) pesticide plant situated in Bhopal, Madhya Pradesh. methyl isocyanate (MIC) chemical is split out fromfactory usci pesticides that results to turn Bhopal city into the gas chamber. Almost approx 30 tonnes MIC gas was leaked that make impact on more than 600000 workforce and more than 15000 individuals were killed which created a panic in city thus around thousands of people attempted to flee from the city of Bhopal. History several policies are initiated by indian government to motivate the foreign companies to make investment in local based industries. To manufacture Sevin plan is built by Union Carbide India Limited (UCIL). In their subsidiary company UCIL, governmanent has around 22 % stake. . Initially, The plant was approved for the purpose of formation of pesticide only from MIC based components that were imported from the parent company in small quantities. Therefore, whenfromcompetitorspressurecameitledorganisationUCILtoimplementbackward integration that are so hazardous as well as sophisticated process (Le Menestrel, 2020). In 1984, due to decreased demand of pesticidecompany struggle the most and it is for4ced by the local managers to close the plant because the earning capacity and profit is declined. However no buyer was observe by the organisation so it planned to dismantle the key
production units for the shipment to other developing country. As it was also observe that firm use safety equipments which are below standards and the local government has great awareness regarding itbutthe organisation not to want to place burden onindustry which is struggle as they feared of economic loss and their negative impacts. Warning bell before the disaster in the year 1969, the factory of UCIL was producing the Sevin, a pesticide by using Methyl isocyanate as its intermediate. The trade unions in the city of Bhopal complained of the pollution which was done by the factory in the year 1976 (Ram Mohan, 2019). Just after few years of this, one of the worker in the factory accidently inhaled the toxic phosgene gas which resulted in its death just after couple of hours. Soonafter this incident, the journalist of Bhopal began its investigation and published its finding which stated that wake up the people of Bhopal, you are in the edge of volcano. Another incident which alarmed this tragedy was that two years before this disaster, around 45 workers were exposed to phosgene and admitted to the hospital and between 1983- 84, there was leak of the gas which included phosgene, methyl isocyanate, mono methylamine and carbon tetrachloride. Bhopal gas tragedy 2 ,December ,1984at 11 PM around, approx one million Bhopal' s population was sleeping, theplant operator observe that there was existence ofsmall leakage of gas and the pressure tends to increase inside the storage tank. Also it was notice that the vent gas scrubber which is a safety device designed in order to neutralise the toxic discharge from MIC system was turned off three weeks earlier. The safety component which is approx 230 ton refrigeration unit which is used to cool torage tank of MIC has drained its coolant for use in different other part of the plant. Nextly three months ago the gas flare safety system that was out of action(Sharma and Umekar, 2019). At 1 a.m. on 3, December1984, the loud rumbling reverberated as a safety valve gave way which send a plume of mic GAS in the air. Around few hours Bhopal roads was littered with large number of human corpses. Around three thousand eight hundred people died immediately that covers the public living in small areas of slums which was adjacent to the UCC plant. Local hospitals were drastically filled with large number of injured people. The crisis compounded by the lack of knowledge as to what exactly happened and what has was involved and its effect.
Factors which led to this disaster Due these disasters many factors makeimpactsthat covers the following that as describe as follows- ï‚·In year 1969,the industry stored large MIC tankers and beyond the recommended level it was filled that forced gin leakage. UCIL produced sevin, a pesticide withMethyl isocyanate as intermidiaries. In 1976 in Bhopal complain is made by trade unions regarding pollution which creates due to factory (Ram Mohan, 2019). After few years one of the worker inhaled the gas toxic phosgene in factory in ew hours later that resulted theirdeath. After this journalist of Bhopal begins the process ofinvestigation and published the results that was founded by them as it reflects that all the audience of Bhopal wake up, as they serve that you are exist in the4 edge of volcano. The another incident that alarmedtragedy was that before 2 years this disasters, approx forty five workers that were exposed due to phosgene and immediately admitted to nearby hospital andbetween1983to84,therewasgasleakagethatcoversphosgene,mono methylamine , carbon tetrachloride and methyl isocyanate. ï‚·Bhopal gas tragedy ï‚·In 1984,2, December, at 11 :00PM,approx one millionBhopal population was sleeping, the operator of the plant noticed that there was small leak of the MIC gas and the increased pressure inside the storage tank. It was found that the vent gas scrubber which is a safety device designed in order to neutralise the toxic discharge from MIC system was turned off three weeks earlier. Secondly, the safety component that is 230 ton refrigeration unitto cool MIC storage tank has also drained of its coolant for the use in other part of the plant. Thirdly, the gas flare safety system was also out of action three months ago(Sharma and Umekar, 2019). ï‚·Then at around 1 AM, on December 3, 1984, the loud rumbling reverberated as a safety valve gave way which send a plume of mic GAS in the air. Within few hours, the Bhopal roads was littered with huge number human corpas. ï‚·The industry was poorly maintained as the equipments were of old standards and not updated which was also insufficiently maintained. ï‚·The safety system of the plant was also outdated which led to many accidents earlier also in the past as there was reduction in the management of safety.
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ï‚·from three months some safety measures was switched off in respect to save the money that covers MIC tank refrigeration system that supports in saving the people from disaster. ï‚·on manual operations the industrial plant are dependent that made impossible to avoid the gas leakage. ï‚·The plant location was near to most densely populated area that include slum based areas where slum people live and rested. The disaster majorly affects their life. ï‚·dangerous pesticide manufacturing method is used by industry that is called as route where similar raw materials were combined in different orders related to manufacture. In this phosgene is first reacted with the naphthol in order to form the chlotoformate ester which lastly reacted with the methyl amine. This combination leads to increase chances of disaster that was not possible to controllable(Sharma, 2016). Consequences of disaster Soon after the incident, the UCC industry which is a parent company started to distance itself with the Indian subsidiary, that is UCIL in order to evade the liability and transfer the blame to the UCIL company. The operations of the plant were also discontinued. Secondly, due to the gas leak, thousands of people and animals died and the devastating effect of this disaster was carried over to the next generations. The people suffered major short term and long term health problems. The short term health effects included vomiting, coughing, feeling of suffocation and even severe eye irritation. The people also experienced breathlessness and stomach pains. The major causes of death involves chocking, pulmonary oedema and even reflexogenic circulatory collapse. The long term health effects included that people sffered permanent injuries and reported symptoms included respiratory difficulties, eye problems, cardiac failure, birth defects and many other disorders. However the Indian government denied that the permanent injuries were the effect of the MIC gas leak (Thompson, 2017). Thirdly, the environment was also severely harmed and the corporation refused to take responsibility of restoring the healthy environment. The company used to dumped huge amount of toxic outside the plant site and these wastes slowly degrade and pollute the groundwater and soil. The Greenpeace in 1999 collected the water and soil samples from the plant site and found that these are toxic for the humans. Aftermath of gas leakage
the government enacted the Bhopal Gas leak Disaster (Processing of Claims) Act, 1985 on 29thMarch 1985 which gave right to the central government to act and represent on behalf of the persons who are entitled to make the claims in relation to the gas leak in Bhopal. This authority was given to the central government as 'parens patriae'. How2ever this action was criticised as it evade the responsibility to initiate the proceedings against the state by the victims as they were stopped to take initiative. The central government filed a complaint in the Southern District Court of New York, USA, and argues that the Indian courts could not deal with the matter effectively and it must be dealt in the US court (Roessing and El-Jourbagy, 2018). On the other side company forced to deal the matter in the Indian court and in 1986, September, the Union of India filed the complaint in the Bhopal district court to seek interim compensation of 3.5 billion rupees. Then in an appeal, the MP High court reduced the amount to 2.5 billion. Afterwards, UCC filed an appeal in the Supreme court of India and the court ordered to pay 470 million dollars which is approx 750 Crore rupees in full settlement of the claims, liabilities and rights which arose out of the Bhopal disaster. Moreover all civil proceedings were then concluded and the criminal proceedings were quashed subsequently. Moreoverthepeoplecriticisedthejudgementandandquashingofthecriminal proceedings. Then in the year 1989, the Supreme court of India clubbed many petitions and then revived the criminal proceedings and held that the in case of any shortage in the amount of compensation,thestatewouldbe obligedto bridgethe gap.Then in 1990, thecentral government in its five year plan sanctioned the amount of 258 crore rupees as funds for the medical, social, economic and environment rehabilitation of the victims. Additionally, the former employees of the UCIL including chairman were convicted for death by negligence and were sentenced to 2 years of imprisonment and a fine of $2000. Development of laws After the Bhopal gas tragedy, the government brought many legislations and made developments in the law. Some of which are discussed below- The principle of absolute liability-In this case, the Supreme court held that any enterprise which is engaged in the harmful or dangerous activity shall have the absolute and non delegable duty to ensure that there is no one who is harmed and in case nay person is harmed, it shall
compensate(Nersessian, 2018). The court did not accept any exception to it as it has in case of strict liability which was adopted by the court in MC Mehta v. Union of India. The Environment protection Act, 1986- this legislation was designed to authorise the central government to take all measures for the purpose of improving and protecting the environment and prevent, control and abate the pollution in the environment. Moreover the government has power to issue order to any industry, process or operation to stop or regulate its supply of water, electricity or other service. Other legislations include Factories Act, hazardous wastes (Manament, Handling and Transboundary movement) Rules, Chemical Accidents (Emergency planning, preparedness and Response) Rules, Public Liability Insurance Act and many other. Ethical negligence From the side of UCC, it found from its internal report on West Virgin plant in USA that there were number of defects and malfunctions. It was also warned that a runaway reaction can occur in the storage tank of MIC unit. This report was never given or forwarded to the plant of Bhopal but the main design was same. Moreover the UCC company argues that it has sufficient safety system in the plant and were operative to prevent intrusion of the water. This was dictated on the website of tragedy and claims maintained by UCC as a incident which is a result of the sabotage. The company underinvested in the safety which resulted in the dangerous working environment for the workers(Dove and Bryant, 2019). Ethical issues There were lack of training to domestic country supervisor and they must be trained as per American value system. The respective problemswas highlighted by tribunal of Us. this tragedy is used by government as political pawn where the state and the central government have unstable response to it and it reflects unstable response was blamed with regards to Union Carbide. However the organisation has initiate variousprograms related to out reach that were not completed. These programs must be concurrent from the start of the project. Other ethical issue include that the supervisor were not ready to take responsibility rather they should have multi diversionary authority to suspend the activity when needed and impose penalty hen required. The supervisors were also not diversed training in order to invoke personal responsibility on them.
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CONCLUSION After deep study it is conclude that ethics as well as business law plays a significant role in providing guidance and directions at the time of working & functioning of the business. Obligations which are contractual are bound involving parties so that theyfulfil their liabilities on time in effective and appropriate manner. And should not involve any breach of agreement. The respective law gives remedy to that party that were aggrieved in the condition where contract was breach. How ever thetragedy of Bhopal Gas affects theworld negatively. The citizens of all the developed nations also become more aware regarding the safety precautions so that these kind of tragedies can easily be eliminate. The tragedy reflects many health related issues to the public and death of thousands of people. The lack of knowledge relates to safety measures and aspects like professional ethics,responsibility, risk assessment etc for safety that must be looked into by the management in respect to evade the liability related to disaster. Thus from this incident,in law new development was given that resulted to absolute liability principles and protect law related to environment.
REFERENCES Books and Journals Beheshti, R., 2020. The circular economy and the implied terms of contract in English sales law.Journal of Property, Planning and Environmental Law. Dove, L.R. and Bryant, N.P., 2019. Welcome, Y'all! Introducing Legal Environment and Business Ethics Courses with Paula Deen.Journal of Legal Studies Education,36(2), pp.189-211. Gentili, A., 2020. Fundamental Rights as a Part of Contract Law.European Business Law Review,31(3). Le Menestrel, M., 2020. Corporate Social Responsibility: The Bhopal Gas Tragedy (Video, Case Study & Discussion) Monday 15th of April, 2013–Marc Le Menestrel. Nadler, J., 2020. A theory of mistaken assumptions in contract law.University of Toronto Law Journal, p.e20190136. Nersessian, D., 2018. The law and ethics of big data analytics: A new role for international human rights in the search for global standards.Business Horizons,61(6), pp.845-854. Ram Mohan, M.P., 2019. Criminal negligence and director's liability under Indian Penal Code: the case of Bhopal gas tragedy. Roessing,M.andEl-Jourbagy,J.,2018.TowardaMorePerfectPedagogy:Developing ConstitutionWeekActivitiestoSupportaBusinessLawandEthics Curriculum.Journal of Legal Studies Education,35(2), pp.255-275. Sharma, D., 2016. A tale of two tragedies: Bhopal gas leak in India and BP oil spill in US.Indian Institute of Management Ahmedabad. Sharma, M. and Umekar, S., 2019. Socio-Economic assessment of Bhopal gas victims.ZENITH International Journal of Multidisciplinary Research,9(3), pp.1-12. Siedel, G.J., 2016.The three pillar model for business decisions: strategy, law and ethics. Van Rye Publishing, LLC. Thompson,D.B.,2017.TeachingtheBusinessLawandEthicsofArbitrationAfter Concepcion.Journal of Legal Studies Education,34(1), pp.63-88.