The purpose of this analysis is to outline the contracts and torts involved in Leanne Tsais business venture in the

haunted theatre. Leanne Tsai participated in many contracts during her haunted theatre venture. Although she was successful in making a profit, she now faces a lawsuit from an injured customer with the potential of incurring more legal issues with parties from other concurrent agreements. The verbal contracts involved in the analysis include her agreement for the payment to her parents, her work force, her younger brothers friends, Gavin the advertiser, and the independent film maker . Apart from the contracts discussed, the torts that occurred with the injured gentleman during the span of her venture will be explained along with the possible liabilities resulting from the negligence of Leanne, the owners of the theatre and the contractor. By outlining each contract and tort, following the legal responsibilities of each event, Leanne can further understand her issues and make informed decisions on her actions. Contract #1 Payment to Leannes Parents Mr. and Mrs. Tsais business clears about $4,000 a week. This acknowledged, Leanne will pay the same amount in order to rent the theatre for the week of Halloween. In Mr. Tsais words, if the net profit is not enough to cover the rental fee, he will not hold it against her. No official contract was signed but it is assumed that from her father adding that the verbal contract states that in the event that the legal fees from other contracts make her unable to pay her parents, she is not required to pay the amount . It could be safe to assume that this means Leanne is obligated to pay $4,000 or any amount she is able to pay from the net profit. The theatre produced gross revenue of $8,000 but the net profit before deducting the rental fee of $4000 was $6,000 and therefore had earned enough to pay her parents. The agreement was that if she came up short, he wouldnt hold it against her. Whether or not coming up short meant not earning enough revenue or not having enough money after all legal and operating costs is uncertain. Because of the domestic relationship of the two parties, there is a presumption that they do not intend for their agreements to have legal consequences. Before a court will enforce an agreement between the two parties, they must first evidence an intention to be bound by the agreement. In order to rebut or affirm the presumption of intent to contract, certain factors must be taken into account like documentation, the severity of reliance placed on the promise, certainty of terms of the agreement and whether the nature of the agreement can be seen as having commercial implications. No formalities were made in the agreement and it can be assumed that the dependence on the contract made was not too significant. Thus, it can be said that unless Ms. Tsai can prove show the intention to be bound for the

contract, the agreement may be rebutted or aspects of the contract (the part where he does not hold it against her) may be ruled out using the blue pencil rule. Contract #2 the Work Force The second contract made was between Leanne and her friends. Similar to the previous contract, no paperwork was filed and all information used in this analysis is based on the verbal accounts. Leanne hired two friends and offered them either $500 or 20% of the net profit in exchange for their assistance in setting up and operating the theatre. Both friends had confidence that 20% would work out to be more than $500. It is not clear how their exact conversation went and no documented contract was formed to be signed. The verbal agreement contained a misunderstanding in the terms of the contract. It is assumed that while Leanne was under the impression that the two had chosen to have 20% of the profit, the friends believed that the choice of payment was to be made at the end, and could choose whichever option benefited them the most. There was an innocent mutual mistake and neither party was aware of the misunderstanding until the end of the venture when the payments were to be made. Since a mistake on the contract was made, the contract was defined as void right after it was formed. Because both parties have different views of the fact, neither is aware of the others position, and both views are reasonably held, the contract between Ms. Tsai and her colleagues is void. The court will make an effort to make the contract certain and enforceable where the terms are [certain or ascertainable] or [complete or completable] pursuant to a mechanism that does not fail. The two friends still met their responsibilities outlined in the contract however their payment, ranging from $400 to $500 each will have to be decided in court. The issue with taking this matter to court is that there is only $100 at stake. Contract #3 Tommys 14 year old friends The third contract involved Tommy, her 14 year old brothers friends. There was an offer made by Ms. Tsai, whereas the five boys were to work for her as ghouls, and if the boys were to fulfill their terms, she would pay each child $20 and an unlimited amount of junk food for the night. Ms. Tsais consideration was the $20 and in return, the boys consideration was the work they would do. This in mind, a valid contract was made between the five boys but only two met their considerations and therefore only the two shall receive Ms. Tsais consideration. Furthermore, the boys are minors and so an issue in capacity arises. Contracts that these boys make are voidable at their discretion so as long as they have yet to perform their part, this contract can be repudiated.

Contract #4 Gavin, the advertiser After the contract with the adolescent boys, another contract was made where a unilateral offer was present. To advertise the Halloween theatre, Leanne sought the services of Gavin, an independent operator that would plaster flyers around campus. Because of the nature of unilateral offers, once the performance was made, that is when the contract is formed. The terms of their contract were that once Gavin plastered posters around campus on the weekend he would receive a payment of $200. Both parties were certain on the terms, and no mistakes were made. Leanne tried to end the contract and reduce any losses by leaving Gavin a voice mail. In her message she offered to pay Gavin $50 for the opportunity cost of meeting with her and designing the poster, ensuring Gavin was not left empty handed. However it was too late as Gavin posted the flyers the next day, fulfilling his terms. Leannes intent was to discharge herself of her agreed obligation but because Gavin posted the flyers he seeks the payment of $200 as agreed in the initial contract. Leanne tried to perform express repudiation and inform Gavin that she does not intend to satisfy her original responsibilities and proposed another offer of $50 to cancel. Therefore Gavin is able to sue for whatever damages he sustains in delay and costs of posting the flyers. Gavin did not recognize the express repudiation as an immediate breach of contract he fulfilled his duties as if the contract was still active. Therefore Gavin has the right to sue Leanne for the costs that he incurred including the cost of posting the flyers, as a result of this breach. Leanne would have to either pay Gavin the $200 as agreed or potentially face more charges in the form of damages, costs and other legal fees. Revocation is only effective when it is actually communicated to the offeree. An offer can be revoked any time before acceptance and because this is a unilateral offer, it cannot be revoked once the performance has been commenced. With the instantaneous modes of communication, revocation of the offer is only valid upon receipt. This is subject to fault because, Leanne might negligently assume that Gavin received the revocation or that Gavin may fail to ensure hearing of the revocation and pretend he did not receive the voice mail. Contract #5 Filmmaker On the second night of their exhibition, a local independent film maker came to her asking if he could use the haunted theatre as a location to film. The film maker, along with his film crew came back after saying he was accepting the deal to film there. His proposition was that he could work around the

tours and so Leanne offered that he pay $500 and gave him the freedom to choose any night he liked. There was no agreement made that night, as he said he would have to think about it. On the 5th of November, he returned, only to see that the tours were done and the decorations were already taken down. He got very upset that the decorations were no longer in place and insisted that he already had a deal with Leanne to use the premises. The offer was never accepted because the filmmaker made no straight forward answer like I accept. All he said was that he would think about it. Had he requested a variation of Leannes proposal then the agreement could have still been in place. It is not clear whether or not Leanne promised to keep the offer open, but even in the event that she did; holding it open is not a valid argument to keep the contract enforceable. Offers can end after a reasonable period and in this case; the offer ended as soon as the Halloween business venture was finished. When an offer is made that does not fix time limits, the offer must be accepted within a reasonable time to make a contract. Due to the fact that the film maker only decided to accept the offer after the Halloween event, it is treated as withdrawn or lapsing. The subjective point in the suggestion that the issue is lapse is in analyzing what the reasonable time is to be. The circumstances of the offer was according to Leanne, to be done during the Halloween week, since the film maker had wanted to film in the theatre looking the same way it did in the duration of the tour. With that said, the lapse date would be any time after the theatre removed its decorations and its business was no longer in the control of Leanne. Therefore due to the lapse date the decorations were brought down ending the reasonable time.

On another note, saying that he could work around the tours implied that he would film during the week of the haunted tour. However Leanne said that he could come by any day, not necessarily specifying that he could choose any day from the week of the Halloween Haunt. This could be a misunderstanding of the time of when the terms had to be fulfilled. Leanne was under the assumption that the contract would only be valid if the film crew were to shoot during the week of the tour. The other party on the other hand may have assumed that any day literally meant any day, not exclusive to the week of Halloween. If this were the case, this mistake is innocent as both parties misunderstood the appropriate time allotted for the crew to film.

Negligence the Young Man with the Broken Wrist On the last night, two men went upstairs, stepping over the barrier and ignoring the clear signs that the upper balcony was off limits. By stepping over the barrier, they were voluntarily assuming the risk that there was a potential danger waiting to happen. The two gentlemen had not purposely gone to the balcony simply to trespass but rather were simply looking for the restroom. No signs said anything about the faulty plumbing and therefore the men did not know about this risk. Unfortunately, one of them slipped and broke his wrist due to the spilled water. In order for the plaintiff to receive recovery he must prove the following: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. the defendant breached the standard of care the defendant owed the pl. a duty of care and breached it the damages are not too remote there was no intervening act breaking the chain of events linking the defendants negligent act and the plaintiffs injury the defendant caused the injury the pl. did not negligently contribute to the occurrence of the injury the pl. did not voluntarily assume the risk in case of recovery, the pl. does not recover for illegal acts Special cases: negligent misstatements, psychiatric harm, wrongful life/birth, economic loss Once it is determined that the plaintiff is eligible for recovery, damages are assessed.

Negligence Contractor Leanne asked the contractor about the safety of the theatre and according to the contractor, the venue is safe since all the work is superficial. He warns Leanne of the upper balcony and the unfinished plumbing that had no running water. The contractor cleans the site as well. The contractor was responsible for ensuring that the theatre was safe for people to be in. As the contractor, he was obligated to take reasonable steps to avoid causing harm to their neighbours. In this case, the contractor owed a duty of care to the Mr. and Mrs. Tsai, Leanne, and customers paying to enter the theatre. The injured went inside the theater as a paying customer and therefore is owed a duty of care.

This duty of care could be negated in an argument that as soon as the contractor informed Leanne of the hazards in the theater, his duty of care was passed on to Leanne. It is arguable whether or not the standard of care was reached by the contractor . Leanne asked the contractor to clean the premises. During this time, the contractor should have ensured that nobody could go upstairs to the balcony.Also, the contractor put Leanne under the impression that there would be no running water when in fact; it was the water that had caused one of the men to slip and break his wrist. As the contractor, he should have ensured that the water valve was properly shot off to avoid such an occurrence. The defendant in question contributed to the turn of events that had transpired. The injury was a result of his breach of the standard of care. Knowing that there would be people coming into the theater, one could foresee that the unstable balcony and the faulty plumbing could cause a potential danger. The more people are exposed to the hazards, the more likely an accident will happen. Negligence Leanne As the business woman that controlled this business venture, Leanne owed a duty of care to all of the customers entering the premises of the theatre. That being said, Leanne owed a duty of care to the injured gentleman. Even though plumbing and construction is not Ms. Tsais expertise, she should have taken more precautionary measures to ensure nobody would get hurt. Leanne was aware of the potential hazard that the theater held and still pursued the haunt in the venue. She put barriers to prevent people from going upstairs which informed customers that the balcony was dangerous but there was no information given regarding the faulty plumbing. The prominence of the signs made is not mentioned, and thus the sufficiency of the actions is not clear. Objectively speaking, Ms. Tsai has made an attempt to avoid people from going upstairs however, she did not meet her standard of care towards her neighbours. There were no available lavatories, so it could have been foreseen that somebody might go looking for a washroom and find the one in the upper balcony. If it werent for Ms. Tsais negligence and the venues dangers, the man would not be injured. Additional precautionary steps that Leanne could have taken were to have hired people to guard the staircase to the second floor as well as inform customers of the lack of washrooms.

Negligence Parents Since Leannes parents are the owners of the property where the injury happened they can may have a derivative liability to damages that people may incur while in the theatre. Proof on part of the agent, Leanne, must be shown in order to impose liability on the principal, her parents. In addition, the theatre was undergoing renovations and was unsafe to be used by the general public. Even though Leanne assured them the main floor would be safe for customers, the second floor was not safe and the plumbing did not work. As only part of the theatre was seen fit for the public, the entire theatre was not up to proper standards of an operating theatre. Therefore Leannes parents, as owners of the property and competent professionals, did not meet the standard of care ensuring the safety of all customers on the premise by opening the theatre during renovations. In addition, within their duty of care there is a prima facie duty if the harm was reasonably foreseeable and if the parties are sufficiently proximate, including trespassers . That being said, injuries as a result of an incomplete theatre were foreseeable, regardless of the fact that the men were trespassing. The close remoteness of the injury to the theatre further supports the parents liability. The qualification if Leanne was acting as an employee or a lessee is not totally clear other than the she would pay her parents $4000 for the week. If deemed as an employee, Leanne was acting in the course of her employment and therefore making her parents vicariously liable. Negligence the Injured Patron Although it could be said that either Leanne, her parents, the contractor or all three parties could be at fault, the two gentlemen also contributed to the negligence that had occurred that night . They had no right to be upstairs and were therefore trespassing. Barriers and signs were placed to prevent people from going upstairs but the pair simply disregarded it and continued to climb up. As said, Volenti non fit iniuria, to a willing person, no injury is done. The two men had voluntarily assumed the risk of entering the second level. This defense applies because the plaintiff appreciated the risk involved and by skipping over the barriers, implied their consent to it. Any rational person could foresee that those warnings stating not to go to the upper balcony meant a possible danger. Although a duty of care is still owed to trespassers, as aforementioned, they still take part in the causation of the injury. Had they paid attention to the barriers and not gone upstairs, nobody would have been

injured. In addition to this, Leanne may be able to counter sue the patron for damages to the upper floor, if any. He was not allowed in that area, which contributes to the negligence on his part. Also, illegality negates a persons ability to pursue an action. Because the two gentlemen trespassed and therefore were doing something illegal, he is prevented from recovering from the act, except for the compensation from the negligence that occurred. This defense is valid because had the plaintiff not trespassed, then the events would not have transpired the way they did. Despite the possibility of negligence by the defendants, there is still a direct connection between the illegality of the action and the harm claimed. Conclusion It is in Ms. Tsais best interests that I advise her to immediately seek professional advice. There is sufficient evidence for the possibility of a judge to obligate her to compensate damages caused to the injured patron at her Halloween theatre event. Secondary to this concern are the mistakes and ambiguity found in the verbal agreements made between her and her parents, her work force, and the film maker. The first contract involved Mr. and Mrs. Tsai regarding the rental fee of $4,000. Considering the relationship of the client with the leasers, it is unlikely that a legal issue may arise. In the unfortunate possibility that the couple sues Leanne, it has been verbally agreed upon that she is not obligated to pay the full amount of $4,000 but as aforementioned this could be voided. The second contract that Leanne became a part of was between her and her friends. This contract is void due to a mutual misunderstanding of the clauses of the contract. While one party understood that the two had chosen two be paid 20% of the net profit instead of $500, the other thought that Leanne would give them the larger of amounts ($500 or $400). With only $100 argued upon, it would not be advisable to go through litigation for this as that court fees may exceed the argued amount. A third contract was made with 14-year old boys that proved insignificant as no issues have risen from it and although the contract was made with minors, the considerations were met from the two adolescents. Afterwards, Leanne decided to hire an advertiser and thus a fourth contract was created. The contract with Gavin and advertising for the theatre was treated as express repudiation. Leanne wanted to immediately end the contract with Gavin discharging herself from her responsibility to pay $200 in exchange for the flyers. Therefore she is liable for any damages or costs that Gavin incurred as a result of this breach. However Gavin was not able to recognize the immediate termination and went forward in posting the flyers thus increasing the costs to include the $200 it cost

Gavin to perform his obligation. Therefore if she refuses to pay Gavin the $200 he seeks, she may be sued for additional costs on top of the $200 and other legal fees. The final issue with contracts involved the local independent film maker. An offer was made by Leanne and the man said that he would think about it. No contract was made and therefore Leanne was not bound to keep the decorations of the theatre in place. Considering the facts that he entered the premises saying he was going to accept the deal, he contradicts himself in claiming that a deal with Leanne was already made. Not only did problems revolve around the contracts made throughout the venture but now Leanne also faces a lawsuit in damages sustained by a patron who injured himself by entering a restricted zone. For this case, the contractor, Leanne, her parents, and the plaintiff are to some extent liable for portion of the damages. The contractor had a duty of care to complete the renovations while ensuring the safety of his employees and any neighbours to his best ability. In addition, the contractor had the profession standard of duty of making the operations and procedures to renovate the theatre were met to limit the chance of damages. The contractor acted on his professional duty of care to some extent by instructing Leanne to restrict the unfinished second floor to customers and inform her of the plumbing problems. However because the renovations still caused the entire theatre to be unsafe he did not exert his standard of care to the full extent by totally restricting use of the theatre. Even though precautions were done, the injury was still foreseeable. The contractor did not fulfill his professional duty of care therefore acting negligently and ultimately making him liable for the injury. Leanne on the other hand, as the chief operator of the business, can be held liable as that she owed a duty of care to all her customers. She was responsible for ensuring the safety of the venue. Although she took precautionary measures in trying to make sure that people knew about the dangerous balcony, there was no warning of the lack of washrooms and the faulty plumbing. Next, the owners of the property, Mr. and Mrs. Tsai are also partially liable for the injury. As competent professionals, they did not meet the standard of care ensuring the safety of all customers on the premise by opening the theatre during renovations. In addition within their duty of care there is a prima facie duty if the harm was reasonably foreseeable and if the parties are sufficiently proximate, including trespassers. Therefore the injuries as a result of an incomplete theatre were foreseeable and regardless if the men were trespassing, their physical proximity to the theatre make the owners liable. Lastly, the injured guest is also shares some liability for his injuries. Leanne made attempts to avoid injuries by blocking off the incomplete second floor. The gentlemen chose to intentionally pass

the barrier putting them at risk. Even though they were not informed of the plumbing problems, their conscious act of trespassing negligently contributes to the occurrence of the injury which breaks a requirement for him to receive full recovery. Therefore the man with the injury is liable as well and will not receive the entire compensation sought to make him whole and the damage of his injury will be reassessed in court. In conclusion, legal action must be taken immediately to protect our clients money. The voidable contracts involved in this case should not be dealt with slowly, as that the more time Leanne takes, the less of a chance that the courts will take action.