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Business contracts are done on General Conditions of Contracts (GCC). The GCCs have detailed terms to displace general principles of contract law and bring certainty in commercial dealings. Bunge SA v Nidera BV, is a judgment of the Supreme Court of the United Kingdom, on damages terms in GCCs. A term on damages may not be a comprehensive code, answering all questions on damages. In this case, the general principles will survive and interact and interface with the contract terms to settle the rights and obligations of the parties.

The Supreme Court judgement, Kailash Nath Associates v. Delhi Development Authority consolidates the law on award of liquidated damages and stipulations on penalties. Contractual damages are to cover losses and not to profit from or penalise the party in breach. Stipulated amounts in damages or penalties are appraised by the courts and only a reasonable compensation is given. Earnest money, and its forfeiture, stood distinct. It could be forfeited without appraisal. The case integrates the different categories and re-states the principles for award of damages.

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.

This is an illustrative case analyzing shareholder and accounting outcomes and legal issues resulting from a merger of two major publicly traded companies. In today's business world, the “urge to merge” is tempered by heightened shareholder activism. In response to this activism, boards must proceed with care when negotiating mergers. Challenges to mergers that appear to be in the shareholders' best interest occur often. As is the case here, shareholders and their well funded legal representatives, seek damages for alleged bad decisions. Conoco Oil and Phillips Petroleum announced their intention to merge in November 2001. At that time the cost of gasoline spiraled ever upward and large oil firms put heavy competitive pressure on smaller oil producer/refiners. The merger described as a “merger of equals”, intimated that neither Conoco nor Phillips shareholders would receive a financial advantage (or disadvantage) over other merging shareholders following the completion of the merger. Immediately following the announcement, Michael Iorio, a Conoco shareholder, filed a lawsuit, claiming damages to Conoco shareholders from the merger of the two firms.

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.

Describes the history of the tobacco industry and its emergence as an extremely effective marketer and non-market strategist. After years of success, both publicly and politically, the leaders of the tobacco industry are faced with mounting political pressure and the financial threat of litigation from class-action lawsuits. The leaders face an industry-wide strategic decision of whether to acquiesce to government demands in exchange for immunity, focus on judicial success, or develop a new course of action.

To evaluate the formulation and implementation of non-market strategies in the context of regulatory, legislative, and legal institutions. To understand how various aspects of the non-market environment interact and how these environments not only change over time, but change market competition within an industry. Further, to formulate and decide between firm-specific and industry-wide strategies. Finally, to appreciate and reflect upon the potential conflict between non-market strategies and ethical concerns.

Information Technology Security.

The case adds value for management students at all levels, as well as for practitioners. Work experience is not a requirement, as the case will expose some of the fundamental concepts pertaining to the scenario described. Assignment questions are designed from the perspective of teaching this case to a business student audience. The case could certainly be adjusted to fit the needs of students in more technical disciplines.

Set in October 2008, the case begins with the dilemmas facing Mr Ramanuj as he and his team from E-Infra Solutions prepared to address the damages caused by a major virus attach at OrangeInc headquarter at Bangalore, India. The virus attack destroyed all the important organizational documents residing on the computer systems and brought its business to a standstill. The catastrophe indicated the need for a comprehensive information technology (IT) security solution which was earlier overlooked by OrangeInc's management.

To teach the basic concepts of information security, in particular malware, and its impact on the business. To introduce the concepts and the importance of security awareness program. To teach the importance of IT infrastructure technology, process and procedures.

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

The blast at Beirut Port on the 4th of August was the cherry on the cake in a series of disastrous governmental failures manifested in the of lack of trust, an unprecedented economic crisis, hyperinflation, financial fallout, political bottle necks, toxic environmental situation and a vertical cleavage between the government and the people. The blast resulted in billions of dollars in losses both at the port and the surrounding Beirut area, destroyed more than 300,000 housing units, displaced their residents, ruined many artifacts of cultural heritage, injured thousands of people and killed hundreds. Definitely, it was a case of negligence in the storage of the Ammonium Nitrate, corruption, irresponsible leadership or all of these together. However, investigations are still underway to pinpoint the responsible individuals and to bring them to justice. This case looks at potential ways that could have prevented the blast, by questioning the reasons behind the non-voicing out of objections against the nature of the material stored unsafely for several years in Container 12 at the Port. Through the lens of Hadi Karim, a fictional character, the authors lead the readers to consider the disaster’s characterization, as well as applicable disaster management frameworks. The case also emphasizes the role of public leadership and leads the readers to consider measures and processes that could have been abided by to prevent the disaster.

Against the backdrop of the recent Beirut Port explosion, this case examines how events unfolded leading up to the tragedy, highlighting how it could have been avoided, as well as the managerial and ethical dimensions involved.

At the end of the case, students will be able to: 1. Characterize the disaster in terms of type and nature. 2. Analyze the blast by referring to the relevant disaster management frameworks. 3. Analyze the critical role of ethical and transformational leaders pre and post disaster. 4. Reflect on the role of employees in preventing disasters mainly through whistleblowing.

Shedding the light on an avoidable disaster, drawing lessons to avoid the occurrence of such events in the future, and raising awareness on disaster management and on whistleblowing as a tool in the ethical leader’s toolbox.

Teaching notes are available for educators only.

CSS 10: Public Sector Management.

Contracts term of commercial sale of goods have a ‘title retention clause’, preventing the transfer of ownership till the seller is fully paid. The unpaid seller gets the right to repossess the goods from the buyer. Exigencies of businesses have led to introduction of further clauses allowing the buyer to use or sub-sell the goods even before the transfer of ownership. The United Kingdom Court of Appeal judgment in the Caterpillar Case brings out the effects of the contradictions of a title retention clause qualified by the right of the buyer to use or sub-sell.

This case demonstrates the difficulties encountered by small family businesses when the founder passes away without having properly prepared for succession. AAA Construction was a company held together for over thirty-six years by a family patriarch, Jack Hudson. His choice of his grandson to succeed him was obvious. However, there were serious questions about whether David Robbins up to the task.