Case Study : International Distribution agreements

Case Study :  International Distribution agreements

1. Identify the problems

1. The Milgrim Company had a Non Disclosure Agreement with Baye effective for 3 years, but ceased the agreement before the 3 years.

1. W assume that a non-competition clause forbids the former employees of Milgrim to creat a company in the same sector as its former company. For instance, The company Carlyle is in competition with Milgrim.

1. We assume that Carlyle sold the technology and the “know-how” for the fabrication of Raspberry wine to Blackburn, a direct Competitor of Baye and did not respect the Non Disclosure Agreement.

1. For each problem: Give the nature of the problem, the Legal Rule and Principle and the solution in this case

• Problem 1 :

Contractual issue :  The contract was broken before the 3 years date, and we know that contracts create legal bounding obligations.  A contract is an agreement between two parties. International business raises the issues of legal systems, application of law. None the less, we assume that the Contract is not limited to the US but extended globally or at least to Europe ( as it is International Business between France and the US)

The solution here for Baye is to sue the American company for breaking the contract before its termination.

• Problem 2:

Contractual Issue: The employee who created his own company was still under the legal obligation of the contract between him and Milgrim. Yet, there was a non-competition agreement between Carlyle and Milgrim and the employee had no right to create a company in the same industry.  

The solution is to sue the creator Carlyle for creating a company that works in the same field.

• Problem 3 :

Patent Issue: Their was a non disclosure agreement between Milgrim and Baye, and the “know-How” for fabrication of the raspberry wine was sold by Carlyle.

The NDA forbids Carlyle to sell the technology of Milgrim for 20 years.

The solution here would be to Protect the know-how, and to sure Carlyle for not respecting the NDA.

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