Comprehensive Report: Analyzing Legal Contract Clauses and Ethics

This report provides an executive summary of a legal contract, emphasizing the importance of well-defined clauses covering expectations, timelines, finances, and ethical conduct. It addresses potential impasses and resolution procedures. The report delves into specific issues such as poor quality, time extensions, cost increases, unethical behavior, and performance metrics, highlighting the need for clear stipulations within the contract. It also discusses the 'battle of forms' and the significance of the 'last shot doctrine' in contract negotiations, particularly in the context of a contract between Sidra, a medical research center, and Sedeer Medical Services, a medical equipment supplier. The analysis underscores the necessity of a comprehensive contract that protects the interests of all parties involved and ensures legal enforceability.

LEGAL CONTRACT

LEGAL CONTRACT
Executive Summary
The world of business thrives on the proper conduction of certain aspects that are linked to it in a
significant way. While resources whether tangible or intangible are part of any business
organization, the consumers or partners form the significant other of the process. However, to
keep a stable and effective relationship with these people any business organization has to come
up with a contract that suits both the parties involved in a certain situation where there is some or
the other exchange of resources, goods or services. Therefore, the contract to be formed has
certain clauses that describe what is expected of both the parties involved, the time in which the
business has to be started and completed as well, the finance linked to the whole process along
with the ethical actions and performances. Further, there is a clear understanding of what is to
happen when the parties involved in the contract reaches an impasse and the procedure to solve it
is provided too.
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Table of Contents
Executive Summary.........................................................................................................................2
Introduction......................................................................................................................................4
Main content....................................................................................................................................4
Battle of Forms................................................................................................................................7
Conclusion and Recommendations................................................................................................10
Reference list.................................................................................................................................12
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Introduction
Organizations all over the world have certain features that are common, and a must have for all,
whether the firm is a profitable one or a non-profit firm. This aspect is the formation of a
contract to legally bind all the different aspects of the business organization, as well as the
people of the firm, needs to follow it. Therefore, a contract is defined as an agreement that is
legally and formally bonding all the resources of a firm. It can consider employment policies,
manufacturing or sales clauses or financial properties of the parties involved in the contact form.
Main content
1- Poor Quality- Sidra is a medical research center and is one of the best research centers in
Qatar. Their prime intention is to provide the best services to the people of Qatar. When the
quality that is provided by the supplier then it becomes a breach of contract, which is a serious
issue. According to the agreement, it is essential that the product and the services that are
provided by Seeder to Sidra needs to be of the best quality (Bankins, 2015). Sedeer is a medical
equipment supplier, and they also have to provide the services when the equipment malfunctions.
According to the contract if there is any kind of failure regarding poor workmanship or the
quality of the products, then the contract can be terminated. However, there is no detailed
mention of the poor quality products from Sedeer. In the contract, Sidra needs to mention how
the poor quality products are to be identified. When any kind of poor workmanship or quality is
encountered by Sidra then they need to communicate about the concerns verbally and in written
form as well (Kaur et al. 2015). Seeder needs to be given a chance to rectify their product and
make sure that the services are developed. The process of rectification needs to be included
within the contract. Another important aspect is to keep proof of the products, and everything
needs to be documented. However, if the supplier fails to rectify their faults, then it needs to be
considered as a breach of contract. When there is a breach of contract, then every step needs to
be elaborated in the contract like appointing of the attorney who would find a resolution and a
negotiation in this regard (Battle et al. 2015).
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2- Extension of time- the principal set of rules are generated in the contract regarding the
completion of the given job. The extension of time will be applicable in the contract in
acceptance of the agreement by both the companies Sidra and Sedeer. The uncertain reason and
damage to keep in mind regarding the contract that may affect the given time in the contract (El-
adaway et al. 2016). The time is the basic aspect in the contract that to be maintained properly by
the production. The delay of time will affect the cost to increase in general and demonstrate the
working ability of a company. The management and planning of time are to be done properly to
complete the given piece of work on time. The contract here has no detailed mention of this
aspect of extension of time and what are the penalties that might be paid by Sedeer if there do
not abide by this agreement (Fateh and Mohammad, 2017). Sidra is a medical institute, and
prolonged delay might not be entertained so in the contract the time limit of delay needs to be
incorporated and also if there is any compensation then how will it be applied to Sedeer may
reflect in the contract.
3- Increase of cost -the terms and conditions reflect the purchase order or agreement that is
decided between the two company. The law plays a great role in the formation of an agreement
between the supplier and the purchasers. The laws are a bind for the two companies Sidra and
Sedeer to maintain a set of rules regarding the increase of cost. The supplier increases the value
of service or adds any of the aspects in the contract that reflects the cost to increase in general
(Tran et al., 2016). According to the cost that is set up by will affect the cost of the final contract
to increase and it will affect the marginal benefit of the Sidra and Sedeer. The risk in the increase
in the cost price of the contract will reflect the breach of the agreement. The provision of the
contract can be done by the agreement and managed by both the suppliers and the purchasers.
The basic aspect will reflect the cost price by adding the extra value or service in the contract
(Cummins, Davis, and Kawamoto, 2011). The adjustment to be made by the inflation of the
current rate of interest of the contract is necessary too. The target cost of the agreement will
change by adding the extra values or service in the agreement (Baker, Bono & Devoe, 2016).
The increase in the cost of the basic contract will not outrun the price by the change in the value
of the contract decided by the two companies Sidra and Sedeer. The contract is set to generate a
primary decision.
4- Un-Ethical- the suppliers are bonded by a non-disclosure agreement where at any cost they
are not allowed to divulge the confidential information to any media or firms or any other
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institutions. Sidra is very serious about their confidential information, and they abide by the
policy of keeping their data confidential (Goldberger, 2018). To make Sedeer clear about which
information is confidential, they mentioned in their contract that any information which is related
to the patient of Sidra, or any information that belongs to the patient's family or any information
which is somehow related to the patient in any form is regarded as confidential information.
According to the unethical act that can take place includes any kind of press release without
Sidra's permission regarding any information issued by Sidra (McLean, 2017). The non-
disclosure agreement between Seeder and Sidra is considered very seriously by Sidra. Sidra
considers every information about their patient to be confidential regardless of its significance. If
there is any kind of failure from Seeder's end, then that might be considered as a breach of the
agreement, and appropriate action is taken accordingly. Sidra makes sure that all employees and
agents have very limited access to the patient's information or the confidential information, even
if that information is required then special permission is needed to be taken and the employees
will be bonded by the confidentiality obligation (Rendon and Rendon, 2015). This contract
mentioned that breach of the agreement would be active once the other company fails to comply
with the contract, but no such penalty is mentioned. In this scenario, if the breach is severe then
immediately the contract needs to be dropped, and legal action needs to be taken.
5- Performance-With any business organizations there are a lot of stakeholders and shareholders
involved. Proper information about the input as well as a result expected from them has to be
considered by Sidra while forming the contract (Denhardt and Denhardt, 2015). Sedeer Medical
Services and Trading LLC supply a lot of clinical stuff and medical pieces of equipment to Sidra
and form their major vendor to buy from. However, considering the number of transactions that
go on between the two parties, the contract that they share has to involve clauses referring to the
number of resources to be purchased and sold and the period of the procedure. The contract
needs to assert a clause to the contract where the supplier is expected to present a weekly report
of their financial engagement with the buyer so that there is no complication later because of
accumulation of facts (Denhardt and Denhardt, 2015). Justification of the expenditures on the
part of the buyer can be included as well for the management of cost and prices. The report will
have the information about the suppliers and the amount supplied and can be used as future
references for the improvement of performances based on that data. The vendor management
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procedures involve the clearance of payments and invoices that help the companies out of any
legal obligations or troubles. The report can have the relevant supply explanation for the benefit
of the firms. The performance level involves quality that is expected of the individuals of a
contract with the information of supply chains as well as the logistics of the organizations
(Abdmouleh, Alammari & Gastli, 2015). The ultimate objective of the record is to offer a value
for money that can be achieved strategically with the help of this.
Battle of Forms
The sections that have been discussed above in this paper provides a detailed explanation of the
formation of a valid contract and what are the factors that have to be kept in mind while building
a contract (Winship, 2015). The contract, which serves as a legal bond between two or more
organizations that decide to provide something of value in exchange something is a very
common procedure. The process is followed by all organizations around the world and applies to
individual people as well who tries and forms a relation. The presence of a contract makes that
relationship legal and valid and can be considered in the court of law in any one party fails to
follow the required obligations (Christie, 2018). The contract that is to be formed between Sidra
and its major supplier Sedeer Medical Services and Trading LLC, therefore, focuses on every
aspect of a formal contract so that there is no chance for one party to divulge in the benefits of
the other party (Baily et al., 2015).
While the contract is being formed, the parties involved consider an IIT or an Invitation to Treat
that is presented before the formation of an actual contract and paves the way for it. The contract
is also involved with the formation of a final document, which is also known as the last shot
doctrine and is presented just before the contract is being fulfilled (Diem, 2017). This is the case
when there is a battle of the forms, and it can be explained as that part of the contract, which lets
the parties involved to seek those terms that can be imposed on the other party while avoiding to
get into any legal bonds by the other. If such a situation comes into view then both the parties
can move to court and ask for their judgment and the court have to decide on the conclusion of
each party based on the writings, utterances, and conducts of each other that are present in the
contract (Bayern, 2015).
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While the contract contains specific points like the inquiry, a quotation, the purchase order, the
order acknowledgement, the consignment note, the note of delivery, the payment options, and
many other facts, it has to be ethical in a way that no one party can misuse the weakness of the
other (Schwenzer, 2016). However, such cases still happen between companies and cases of
misconduct are heard on a regular basis. Companies form a relationship with the help of standard
business or commercial contracts, but there are times when the terms mentioned above are
conflicting. The parties involved might not accept the terms presented by the other, differing in
the methodology used, the economy presented, the resources to be provided, or the time that will
be consumed in all such matters (Pargendler, 2018). Considering such contradictions, they reach
an impasse, but they still find a way to present an offer that is accepted by the other party
through a legal contract. The battle of the forms, therefore, is the legal dispute that came into
existence due to the resulting circumstances of the conflict. The parties are already aware that a
contract binds them and with the help of the law and the court, it can be stated that a specific
party will rule over the other through the clause presented by them (Büyüksagis, 2016).
The battle of the forms follows a specific procedure, and that can be as follows:
1. The initial offer made by a firm, whether Sidra or Seeder
2. The counter offer that is presented by the other firm, again either Sidra or Seeder
3. The starting of the work after the offer has been presented
4. A counter offer again by the first party (Schwartze, 2015)
5. A second counteroffer by the second company
6. A second counteroffer by the first company
7. The acceptance of the offer by the second firm
8. The completion of the whole contract by both the firms, Sidra and Seeder
When the terms of the parties involved in a contract differ from one another, there are two
queries that come to the mind of any person (Kadner, 2017). The question asks about the time
when a certain contract is made, and it investigates about the terms that have been included in the
pre-existing contract. They are then judged under the principles of the commercial codes of
contract. The codes follow the International Law, which has been provided by the United
Nations Convention on Contracts for the International Sale of Goods formed in the year 1980
and is also known as Vienna Convention (Hillinger, 2015). The laws stated in the convention are
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uniform for all the organizations and individuals who are developing a contract for a commercial
purpose. It states certain facts that remain unchanged and unaffected by all the altercations in the
world of business. These facts are:
 If a party replies to an offer while presenting some modifications in the terms and
conditions, then it will be considered as a rejection of the initial offer and a counteroffer
against it.
 An acceptance against an offer will be considered as such if there are no material
alterations done to the terms of the pre-existing offer (Pargendler, 2017).
 There are certain aspects of a contract that are regarded as material alterations and they
are-the quantity of resources involved, the price that has been fixed, the payment, the
place, the quality required and the time when the materials will be delivered to the buyer.
There are two articles in the Vienna Convention that clearly states the terms, conditions of an
offer and a counteroffer, and can be utilized to solve the battle of the forms (Kadner, 2017).
Article 15 of the convention, states that an offer is only effective when it reaches its exact
destination, which is to the offeree to whom it is referred. It says that an irrevocable offer can be
withdrawn given the condition that the offer and the withdrawal reach the person it was intended
for or the offeree at the same time. Article 16 states that any contract can be revoked before it
reaches completion (Pargendler, 2018). If the revocation of the contract reaches the offeree at a
time when he still has not provided his acceptance, then the contract can be revoked without any
complication leading to solving the issue of battle of the forms. However, there are times when a
contract cannot be canceled or revoked. In case there is a time fixed for the acceptance of an
offer or if the offeree has a reasonable cause to believe that the offer cannot be revoked and has
worked according to his believes, then the offer stays the same without any modifications or
alteration (Winship, 2015).
There was a feud between the European Language Centre Ltd and the University of Plymouth in
the year 2009, which gives a perfect understanding of what happened in a battle of the forms and
how the court of law judges them based on the contracts. Plymouth University and ELC had an
agreement for a long time that stated that the university was to accommodate and give a space
for teaching for 200 people (Stensaker, 2018). The university emailed ELC about the available
number of beds in May 2005. However, later on, ELC was informed that only 100 beds would be
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allotted to them. The university was instantly sued by ELC stating that the phone calls and the
emails provided for a binding contract between the two institutions and the communication did
not state as “subject to contract.” In the eye of the law, there was no actual contract that was
formed. The Court of Appeal stated that the phone calls and the emails did not suffice for an
actual legally written contract and the facts were not enough to be converted into a contract that
will legally bind the two parties (Stensaker, 2018). Therefore, the court considered that there was
no actual offer done on behalf of the University of Plymouth and there was no acceptance on
behalf of the European Language Centre Ltd. making the whole claims invalid thus ruling on
behalf of the university.
Conclusion and Recommendations
From all the data that has been provided above regarding the formation of a stable and legal
contract, this paper focuses on both aspects of a contract form. It deals with the information that
states what has to be incorporated into a contract in order to make it a legally binding one and it
also focuses on what creates a rift between the parties involved if there is a poorly constructed
contract with scope for sudden and unwanted variation. Along with providing clauses regarding
an offer as well as the acceptance criteria, the contract has to be a formal written document that
imposes certainty involving the specific business to be conducted. Along with the ethical,
financial, and quality related formalities, the contract by Sidra needs to have the intent of the
parties imbibed in the form. Aspects of technology as well as methodology of using them has to
be a part of the terms of the contract before it is presented to the other party for acceptance. The
contract needs to have a consideration that the parties involved in it are losing something of
value in order to gain something in return. The frame of the consideration has to be sufficient but
not always adequate as the law does not deal with it in any way. The contract to be formed
between Sidra and Sedeer Medical Services and Trading LLC has to keep in mind these points as
well when they are forming a partnership, which requires a valid contract.
It can be stated that the consideration in a contract has to be new and non-existing in any
previous contract and they need not be made from a one-sided perspective. Ethical performances
lose power if that is the case and a legal battle between the firms may start, which will damage
the brand name of the companies while causing financial damages too. Therefore, all contracts
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are formed to reap the benefits of monetary value or of certain resources and have to be
maintained that way while keeping the parties away from the sudden and unexpected loss.
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Reference list
Abdmouleh, Z., Alammari, R.A., and Gastli, A., 2015. Review of policies encouraging
renewable energy integration & best practices. Renewable and Sustainable Energy Reviews, 45,
pp.249-262.
Baker, J.T., Bono, M.J. and DeVoe, J.T., 2016. LPTA versus tradeoff: analysis of contract
source selection strategies and performance outcomes. Naval Postgraduate School Monterey
United States.
Bankins, S., 2015. A process perspective on psychological contract change: Making sense of,
and repairing, psychological contract breach and violation through employee coping actions.
Journal of Organizational Behavior, 36(8), pp.1071-1095.
Battle, C., Chirravuri, N., Deacon, C., Koul, P., Muthukrishnan, S., Norman, P., Sood, V., Vakil,
E. and Wolf, D., American Express Travel Related Services Co Inc, 2015. System and method of
redeeming loyalty points at a point of sale. U.S. Patent Application 14/188,415.
Bayern, S., 2015. Offer and Acceptance in Modern Contract Law: A Needles Concept. Cal. L.
Rev., 103, p.67.
Büyüksagis, E., 2016. Turkish Contract Law Reform: Standard Terms, Unforeseen
Circumstances, and Judicial Intervention. European Business Organization Law Review, 17(3),
pp.423-449.
Christie, D., 2018. Capturing Collaboration in Construction Contracts in Their Commercial
Context. In The Future of the Commercial Contract in Scholarship and Law Reform (pp. 251-
281). Springer, Cham.
Denhardt, J.V. and Denhardt, R.B., 2015. The new public service revisited. Public
Administration Review, 75(5), pp.664-672.
Diem, M., 2017. Solutions to the battle of the forms (Doctoral dissertation, University of
Johannesburg).
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