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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.

The case deals with the issues of technology transfer and protection of intellectual property in an international contract, with the International commercial arbitration as the dispute resolution method. The case highlights the distrust between parties when they do not want to continue doing business together and the use of legal technicalities to delay the matter from settling and utter confusion due to international nature of contract, multiple court proceedings in different countries and even questioning the status of the contract – whether a concluded contract or not.

At the end of the case, a successful learner will be able to:▪ develop sound criteria to guide investors entering into hotel management agreements (HMAs);▪ reconcile principal and agent disputes through the lens of an agency framework; and▪ evaluate the impact of the work environment on employee and organisational outcomes.

Muyiwa, Chairman of Fara Ltd., signed a HMA with Aytello Hotel Group to operate his hotel in Nigeria, the Mélange Abuja. Aytello was an international hotel management company based in the USA. It was a renowned operator with several brands in its portfolio. The Mélange brand was contemporary, upscale and targeted young business guests with an appetite for adventure. It was the first Mélange to have opened in West Africa. A management agreement was signed in August 2016, which meant that Aytello was now responsible for operating the hotel on behalf of its Owner, Muyiwa. On his part, Muyiwa provided the funds needed to run the hotel profitably. However, soon after the opening, the operator and owner showed signs of conflict. Muyiwa began to distrust the operator and intervened directly in operations. The frequent clashes between Muyiwa and the operator soon led to an impasse that made productive dialogue difficult. As relationships soured, Muyiwa needed to make a decision soon. This case study is designed to teach agency relationships in organisational behaviour.

This case study is designed for business leaders on executive programmes and postgraduate students.

Teaching notes are available for educators only.

CSS 12: Tourism and Hospitality.

This case study draws on interviews conducted with officials from the Rhode Island Department of Environmental Management (DEM), City of Woonsocket and Town of North Smithfield. Additionally, it pulls from relevant legal documents, recordings and minutes from meetings of the Woonsocket City Council and North Smithfield Town Council, City Council resolutions, state legislation and local press coverage.

From 2012–2017, the communities of Woonsocket and North Smithfield engaged in a protracted dispute concerning wastewater disposal. For 30 years, the two jurisdictions had maintained a signed service agreement. Following its expiration; however, Woonsocket imposed a new host fee on North Smithfield. Woonsocket needed to upgrade the facility to comply with mandates from the RI DEM. Over the next five years, leaders from both jurisdictions vociferously fought over the new fee. At the same time, leaders within communities experienced their own divisions. This case study highlights the challenges that decision-makers faced in both communities.

This case is appropriate for graduate and executive level courses in environmental policy, communication and leadership.

Most business contracts are meant to be in writing, on standard terms. However, with the facilities of communications, businesspersons will talk business on the phone. With this, contentions will arise, whether they were only negotiating or had gone the distance and made a contract. If they have contracted, what are the terms of the contract? The case explores the judgement of the United Kingdom Supreme Court judgement, Wells v Devani, which is on the theme of oral contracts.

This case provides an opportunity to discuss the design and implementation of a Public Private Partnership project. It describes the Delhi Airport Metro Express Line project from conception to completion, and the subsequent dispute between the Public and Private partners leading to the Concession Agreement going into arbitration. Students discuss the reasons for failure and come up with suggestions for another metro rail project currently in the design stage.

This case describes and analyzes the negotiations surrounding the U.S.–Thailand free trade agreement (FTA) that never materialized. The case offers an excellent opportunity to discuss the complexities of trade negotiations, the welfare analyses of FTAs (with trade diversion and creation), and the growth of FTAs and customs unions (CUs) as opposed to multilateral trade liberalizations.

Adani Power Limited (A) is the first case in a series of cases on the attempts by the firm to wriggle out of negative consequences of long-term fixed price power purchase agreements it had entered into. The firm wanted to terminate the agreement on the ground that its bid was based on coal allocation by another Government owned entity. This case describes as to how the firm was unable to get the contract terminated due to regulatory interventions. The case also raises public policy issues including the robustness of guidelines for procurement of power.

The case authentically illustrates a common problem encountered within the business scope of an agent who is representing a European food ingredients manufacturer in an emerging market. The case describes the kind of legal set-up and contracts that are necessary to safeguard the long-term prospective of the business for both parties, the agent and overseas supplier. It explains what each party has to observe in case of a termination of the agency agreement.

This is a longitudinal case study of a market entry by a European food ingredients manufacturer through a foreign-owned third agent. The authors studied how sales developed over the first few years and then concentrated the investigation on the fact that after the sales volume was reached, the overseas manufacturer wants to cancel the agency agreement and do the business directly without getting the agent involved.

This case describes and explains a common problem encountered frequently by overseas manufacturers who want to enter an emerging market through a third-party agent representation. The overseas supplier uses the agent’s service and solid reputation to enter an emerging market with limited exposure to costs and risk. The agent works towards guarding the relationship with the overseas supplier for as long as possible. The development of the relationship illustrates what kind of conditions have to be stipulated in advance to provide an acceptable solution to both parties concerned once they part ways.

This research is based on a European food ingredients manufacturer, who was expanding its business in different Asian emerging markets, namely, Vietnam and Cambodia. The agent was a long-time established trading house who acted frequently as agent for overseas companies that wanted to get a foothold in these promising Asian emerging markets.

Teaching Notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.

CSS 5: International Business

Infrastructure finance.

II MBA/Executive MBA (Project Finance, Infrastructure Finance).

It is generally believed that the economy of India is on the threshold of achieving significant growth in the coming years. The availability of adequate infrastructure facility will play a key role in realizing this growth potential. To accelerate the process of creating infrastructure capacity, the Government of India has opened up many infrastructure sectors for private sector investment. Creation of international standard airport facilities is an important component of such new infrastructure creation. This case study presents the initial development and financing closure of Bengaluru International Airport Limited (BIAL), the first major private sector airport in India. In retrospect, it is generally felt that BIAL was an important milestone in the privatization of airports in India. The blueprint for the greenfield PPP airport in Hyderabad was closely modelled on the BIAL project. The experience gained in the development of BIAL also played a major role in subsequent brownfield PPP airport expansion projects in Mumbai and Delhi.

The goal of this case study is to illustrate the complexities that exist in the process of infrastructure development and financing. This following are the expected learning outcomes:

• The importance of using an appropriate project structure.

• The prevalence of early returns to project sponsors as compared to lenders.

• The process of achieving financial closure.

• Analyzing project risks and returns.

The importance of using an appropriate project structure.

The prevalence of early returns to project sponsors as compared to lenders.

The process of achieving financial closure.

Analyzing project risks and returns.

Teaching notes.