chapter 15 – illegality
DESCRIPTION
TRANSCRIPT
15-1
Illegality
PA ET RHC 15
In a free society the state does not administer the affairs of men. It administers justice among men who conduct their own affairs.
Walter Lippman
15-2
Learning Objectives
• Explain the concept of illegality as it pertains to contract law
• Identify illegal agreements and discuss the effect of illegality
• Analyze effect of non-compete and exculpatory clauses
• Explain unconscionability
15-3
• An agreement will be unenforceable because of illegality if the agreement involves an act or promise that violates a law or is against public policy – Even if voluntary consent existed between
two parties with capacity to contract
• Effect: no remedy for breach of an illegal agreement
Illegality
15-4
Coma Corporation v. Kansas Department of Labor
• Facts & Procedural History: – Coma Corp. (Coma) entered into
employment contract with undocumented worker for above-minimum wage, but paid less than agreed amount, then fired worker
– Worker filed claim with Dept. of Labor (DOL), which awarded above-minimum wages
– Coma appealed; court reduced DOL’s award to minimum wage due to illegality of contract
15-5
• The Appeal to Kansas Supreme Court: – Coma’s argument: employment contract
unenforceable and federal immigration laws preempt state wage laws
– Court: federal preemption not presumed, and to deny enforceability of employment contract would contravene Kansas public policy to protect wages and wage earners
– Reversed in favor of KS Dept. of Labor
Coma Corporation v. Kansas Department of Labor
15-6
• Sometimes government legislatures enact statutes that declare certain types of agreements unenforceable, void, or voidable
• Examples: – New law changes the limits allowed for
interest to be charged on a loan– New law prohibiting creation of a landfill
in environmentally sensitive areas
Agreements That Violate Statutes
15-7
• These agreements violate public policy:– Agreements to commit a crime– Agreements promoting an illegal purpose– Agreement to perform an act for which the
person is not properly licensed– Agreements in restraint of competition
Agreements That Violate Public Policy
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• A common regulatory statute requires a person to obtain a license, permit, or registration before engaging in a certain business or profession
• If the purpose of the statute is to protect the public against dishonest or incompetent practitioners, then an agreement is unenforceable if an unlicensed person agrees to do an act that requires a license
Licensing Statutes
15-9
Riggs v. Woman to Woman, P.C.
• Facts & Procedural History: – Riggs joined defendant medical
practice after assurances that the medical practice was a licensed professional corporation•Employment agreement contained a
covenant not to compete
– Riggs discovered that defendant was not a licensed professional corporation
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• Issue & Court’s Discussion: – Was the employment agreement void
because defendant was not licensed?– Defendant properly attempted to
obtain the license and when it determined it was not properly licensed, it remedied the situation and obtained the license•Had operated as de facto corporation
Riggs v. Woman to Woman, P.C.
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• Court’s Analysis & Ruling: – Purpose of the licensing
act is permissive – to allow a medical practice the protections of a corporation; not to protect the public
– Since defendant did nothing illegal, the contract is not void
Riggs v. Woman to Woman, P.C.
15-12
• If the sole purpose of an agreement is to restrain competition, it violates public policy and is illegal
• If the restraint on competition was part of an otherwise legal contract, the result may be different because the parties may have a legitimate interest to be protected by the restriction on competition
Agreements in Restraint of Competition
15-13
• Courts enforce a non-competition clause if:– It serves a legitimate business purpose, – The restriction is reasonable in time,
geographic area, and scope– It does not impose an undue hardship
• Example: Nasc Services, Inc. v. Jervis in which the clause would “create an oppressive and unfair scenario” for former employees
Non-competition clauses
15-14
• An exculpatory clause (a release or liability waiver) in a contract attempts to protect one party from liability for damages
• Exculpatory clauses may be suspect on public policy grounds, but courts will not interfere if waiver is not a threat to public health or safety– Example of a clause in contravention of
public policy: Marcinczyk v. State of New Jersey Police Training Commission
Exculpatory Clauses
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• Unconscionability means the absence of meaningful choice together with terms that are unreasonably advantageous to one of the parties
Unconscionable Agreements
• Courts refuse to grant equitable remedy of specific performance for breach of contract if contract is oppressively unfair
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• UCC 2–302 gives courts power to refuse to enforce all or part of a contract for the sale of goods or to modify such a contract if it is found to be unconscionable
• Example: Moore v. Woman to Woman Obstetrics & Gynecology
Unconscionable Agreements
15-17
• Facts: – Moore had a high risk pregnancy and
was referred by defendant medical practice group to another gynecologist
– Before treatment, Defendant required Moore to sign an agreement to arbitrate all claims, including pre-dispute medical malpractice claims
– Moore gave birth to a baby with Down Syndrome and sued for malpractice
Moore v. Woman to Woman Obstetrics & Gynecology
15-18
• Appellate Decision: – Trial court compelled Moore to arbitrate,
but appellate court reversed, holding that:1.Pre-dispute agreements to arbitrate
claims for medical malpractice could be enforceable as matter or law and were not contracts of adhesion
2.However, in this case, several factors made this agreement unconscionable and unenforceable
Moore v. Woman to Woman Obstetrics & Gynecology
15-19
• A contract of adhesion is a contract, usually on a standardized form, offered by a party who is in a superior bargaining position on a “take-it-or-leave-it” basis
• Courts will enforce the contracts unless the term is harsh or oppressive
Contracts of Adhesion
15-20
Test Your Knowledge
• True=A, False = B– An agreement that promotes
violating an environmental permit is illegal
– A person can demand restitution for breach of an illegal agreement
– Non-competition agreements are illegal agreements
15-21
• Multiple Choice– A contract of adhesion:
a) is always illegalb) are contrary to public policyc) is a “take it or leave it” agreement
– An exculpatory clause: a) Protects one party from liability for
damages b) Promotes violation of a civil lawc) Is contrary to public policy and illegal
Test Your Knowledge
15-22
Thought Question
• Is the enforcement of non-competition clauses in employment agreements a good public policy?