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A buyer company has an advance payment stuck with the seller company and acts cautiously in not paying further till they get control over the goods. Claiming this to be a breach, the seller terminates the contract and makes claim for the damages. The seller picks all legal points it could in the routine business practices to escape the unfortunate situation. The judgment in the Toba Trade Case gives a comprehensive view of several legal themes including, payment and delivery, variation of contract, termination, anticipatory breach, award of damages and unjust enrichment.

The founding principle of contracts is the freedom of the parties. The parties are free to choose their terms and follow any modality of communication, oral or written. As they can freely make a contract, they can freely modify or unmake it. Written contracts have a clause, No Oral Modification Clause (NOM Clause), precluding oral modifications of the contract. Irrespective of it, business persons make oral agreements modifying the contract, and later, dispute its validity. If the parties are free to contract, why should the oral agreement not be binding? In a NOM Clause then, ineffective? The United Kingdom Supreme Court, in MWB Business Exchange Centres Ltd v Rock Advertising Ltd, explores this fundamental question on contract law.

Key State Blue Cross and Blue Shield Plan (a disguised case of an actual BCBS Plan) is the merged product of three state plans. Initially burdened with a reputation of poor customer service, Key State's executives decided to invest heavily in service improvement, eventually achieving superior levels. Key State's high-quality customer service emerged as a true competitive advantage for its customers, who were primarily businesses and health benefits consultants who influenced corporate purchasers of health insurance. The Key State brand came to be synonymous with personal service, security, choice, and dependability. But the health care insurance market was changing under Key State's feet. Spiraling costs meant that high-quality service became less of a competitive advantage as employers were lured by low-cost, low-service providers. Many employers cut or dropped health care benefits entirely, swelling the ranks of the under- and uninsured, who in turn were extremely price-sensitive when shopping for health insurance on their own. Finally, the health care insurance market was being revolutionized by financial institutions willing to hold health benefit accounts and pay providers directly, thereby eliminating the need for Key State as a mediator. Key State executives were aware of these changes but were challenged by the mindset, culture, and organizational design custom-fit to their business accounts. The case asks the reader to consider whether Key State has the right number of target markets, whether it should have one brand or several for its different target markets, what it should do for the uninsured, and how it should improve its brand experience in light of the industry's changing landscape. All of these decisions will have significant implications for the organizational design of Key State.

To better understand the challenges involved in a successful health insurance company to cope with a rapidly changing and unpredictable environment; to formulate a new strategy and a new organizational design to accomplish this adaptation.

Robert Davidson, pricing manager for Tupelo Medical, was concerned about the variability in price paid for its top-selling product, the Micron 8 Series blood pressure monitoring system. Using historical transaction data, Davidson must determine the appropriate price floor. Setting a price too high risked the loss of a large number of customers, putting the company at substantial risk due to the importance of the product. Setting a price too low would impact Davidson's ability to meet the stated objective of increasing margins by 3 percent. He wondered what the optimal price floor would be and what the expected profits would be for that new price floor. Additionally, the company's business varied considerably by geographic region, account size and account type. As a result, he needed to consider whether it made sense to set a single price floor or whether he could improve profits by allowing some variability in the price floor by customer segment.

• To illustrate how one can build a data-driven pricing model to study the tradeoff between margin and probability of winning a sale in a B2B market

• To quantify the value from implementing a price floor with a B2B sales force

• To demonstrate the incremental value of implementing a price floor that varies by customer segment.

To illustrate how one can build a data-driven pricing model to study the tradeoff between margin and probability of winning a sale in a B2B market

To quantify the value from implementing a price floor with a B2B sales force

To demonstrate the incremental value of implementing a price floor that varies by customer segment.

Flying J was a family-owned company that operated travel plazas, oil refineries, a bank for trucking companies, and other related businesses. In early 2009, Crystal Call Maggelet, the majority shareholder and new CEO of Flying J, was tasked with saving the company founded by her father in 1968. In the intervening forty years Flying J had grown from four gas stations to a vertically integrated $18 billion company. Declining crude oil prices, decreased cash reserves, and multiple internal challenges forced most Flying J subsidiaries to file for bankruptcy protection. This came as a surprise to the company's lenders, suppliers, customers, and employees, who did not know the company was in trouble until it was unable to meet payroll just days before Christmas 2008.

Maggelet was determined not only to return her family's company to profitability but also to repay all of Flying J's debts, retain as many of the firm's 12,000 employees as possible, and avoid compromising employees' savings (e.g., 401K retirement accounts). All of the company's advisors told her it could not be done. They thought a more likely outcome would be paying creditors nine cents on every dollar owed. If that happened, Maggelet's family's holdings would be almost entirely wiped out according to the “priority of claims” rules in bankruptcy, and the family would end up with only 1.2 percent of a restructured Flying J.

However, to the surprise of its advisors and creditors, Flying J paid its debts in full, mostly by cutting operating costs before selling assets. The family was left with a smaller, but still very profitable company.

After students have analyzed the case they will be able to:

• Determine governance issues in family-owned businesses

• Identify the pursuit of growth as a typical cause of bankruptcy

• Understand why cash flow accounting is more important than GAAP accounting

• Grasp how huge variations can occur when calculating enterprise valuations of distressed businesses

• Understand the differences among law, governance, and ethics

Determine governance issues in family-owned businesses

Identify the pursuit of growth as a typical cause of bankruptcy

Understand why cash flow accounting is more important than GAAP accounting

Grasp how huge variations can occur when calculating enterprise valuations of distressed businesses

Understand the differences among law, governance, and ethics

The central lesson to be learned from studying the case is to understand the challenges and constraints posed by contextual conditions in designing contracts in public–private partnerships (PPP) for financing and delivering health care in emerging economies such as India.

Perverse incentives, along with contextual conditions, led to extensive opportunistic behaviors among involved agencies, limiting the effectiveness of otherwise highly regarded innovative design of the program.

India’s “Rashtriya Swasthya Bima Yojana” or National Health Insurance Program, launched in 2007 provided free health insurance coverage to protect millions of low-income families from getting pushed into poverty due to catastrophic health-care expenditure. The program was implemented through a PPP using standardized contracts between multiple stakeholders from the public and private sector – insurance companies, hospitals, intermediaries, the provincial and federal government.

Teaching Notes are available for educators only.

CSS: 10 Public Sector Management.

This case focuses on the issue of additional fleet acquisition by Ispaat Parivahan Limited (IPL) for its contract obligation fulfilment with Solid Steel Limited. As per contract, IPL was to transport overall 15,000 tons per month (tpm) till July 31, 2015 to the North and West. But IPL failed to uphold its part of the contract and fell short of the target for the North. IPL could transport only 12,800 tpm, leading to a penalty payment. To avoid this, the company proposed acquisition of more fleet. One of the issues was additional time due to return loads. The Board wanted IPL to assess scenarios with and without return loads.

Communication Solutions (CS), a woman-owned business, experienced fast growth at its inception, and then found itself slowing after the mid-2000s recession. The firm provides consulting services, primarily to government agencies. The owners have brought the business to sales of about $10.5 million in 2012, but revenues declined following that peak year because of cutbacks in government spending and founder Jennifer Madison’s detachment from the business. Even though they recognize that it may not be an ideal time to sell, they are tired of running the business and want to sell now, as long as they can pay off their debts.

This case was researched through multiple interviews with Mark and Jennifer, who provided all of the financial data and background. All financial statements given in the case provide actual CS numbers. The name of the company and the names of the owners have been changed, at their request to disguise the company. At the time this case was written, the owners were in negotiation with a potential bidder, and did not want their names or their company name to be used. Market information and information about comparable companies was researched using publicly available financial data bases.

This case has the potential to be used in a variety of classes, depending on what the instructor wishes to emphasize. The author uses the case as a valuation case in a corporate finance class (suitable for undergraduates or MBAs), allowing students practice in discounted cash flow valuation and comparable multiples valuation. It could be used in an investments class which teaches business valuation, particularly in teaching valuation using market multiples. The case could be used in an entrepreneurial finance class. The author uses this case to illustrate the difficulties of business valuation with messy (but real) data.

This case explores small business valuation and exit strategies for founders. Students can put themselves in the position of small business owners who are ready to exit. Students should value the firm using discounted cash flow and multiples valuation, which includes making assumptions about the future growth of the firm. While there is likely to be reasonable agreement on the “as is” valuation, there may be great variation concerning the assumptions and valuations of the company as it could be. Students can discuss (and implement) adjustments made when using large company comparables to value a much smaller company.

The case is supported with a teaching note, discussion questions and suggested responses to those as well as verbatim transcripts from interviews conducted with managers and others for purposes of a research project after the strike had ended. Teaching Notes are available for educators only.

The learning outcomes are as follows: students will be able to critique the approach to collective bargaining of both the company and the union in the case and suggest alternative approaches; identify the steps the company could take to both deal with the aftermath of the strike and develop preventive measures for the future; and advise the company on a series of questions it needs advice on.

A violent strike erupted after failed wage negotiations. It laid bare deep divisions between African and non-African employees and between permanent employees and those appointed as temporary employees only. It also revealed the mindsets of people on both sides of the conflict, as well as several errors made by management in the manner in which they viewed the role of the union and failed to build strong relations with employees on the shop floor.

The case is suitable for students at honours or masters level in conflict studies, dispute resolution, employment relations, human resource management and negotiation.

CSS 6: Human resource management.

Students need to know basic capital budgeting techniques to value INFINITI and its competitors. Issues include how to: handle taxes in a discounted cash flow analysis when valuing an S Corp. where incentives depend on current (known) and future (unknown) tax provisions; value a firm using comparable multiples analysis and transactions data; assess the costs and benefits of acquiring a firm versus being acquired; and analyze an industry and perform a ratio and financial statement analysis.

The case information was obtained through interviews with co-founder Mark Schwaiger. In addition, the authors researched industry and comparable company data, along with current events relating to the professional employer organization (PEO). Financial data was obtained from the owners and competitor data was obtained from Thomson One and Bloomberg.

INFINITI HR was a PEO providing comprehensive human resources to their clients. Co-founders Scott Smrkovski and Mark Schwaiger were at a crossroads at the end of 2015 trying to determine the best course of action to take with their company to grow and prosper. One option was for INFINITI to be acquired by a larger company and the second option was for INFINITI acquire a smaller company. In this case, students have the opportunity to do a financial analysis and evaluation of INFINITI and its competitors to determine which option is the best.

This case is intended for an advanced undergraduate or an MBA corporate finance class.