How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Jane T (LLC) Your Own Question

Jane T (LLC)
Jane T (LLC), Lawyer (JD)
Category: Legal
Satisfied Customers: 8435
Experience:  Experienced attorney; contracts, internet, business, finance, employment, RE, consumer, & more.
Type Your Legal Question Here...
Jane T (LLC) is online now
A new question is answered every 9 seconds

You are licensed to sell prints & posters and you ...

Resolved Question:

You are licensed to sell prints & posters and you contract with the licensor to sell these prints at a specified minimum price. You pay the licensor a royalty on the items sold,but you have customers that you give discounts to and there are times that the selling price is less than the licensors minimum price. When the royalties are paid to the licensor they receive a detalied list of the items sold and the price for which the items were sold. For many years the licensor has accepted the royalties without questioning the fact that some of the items were sold below the minimum contracted price. Now the licensor is threatening a law suit based on a breach of contract for the instances that there were items sold below the contrated minimum price. Does the licensor have a valid case in which they can sue for a breach of contract?
Submitted: 6 years ago.
Category: Legal
Expert:  Jane T (LLC) replied 6 years ago.

DearCustomer

The reason you cannot find a "definative answer" in any legal text is because, until a judge makes an ultimate determination, there is no "definative answer." I will try to explain why that is the case with the facts or information you provide.

First, you have a written contract. When a written contract states that certain licensed items are to be sold at a minimum price, unless the contract says "except for contracts you have that force you to sell them at lower prices" (or words to that effect), a failure to sell them at the agreed minimum price is a breach of contract by the seller. BUT - and this is where the issue begins to get muddy - there are two possibilities:

(1) The written contract does NOT have a clause in it which says "any failure to pursue legal action or any past waiver of a breach or this contract will not act as a waiver or forgiverness of future breaches" (or words to that effect). In that case, then any time the party that requires that a minimum sales price be used, forgives the failure of the seller to sell at that minimum price will likely act as a full waiver of that requirement and they cannot later say they changed their minds because their prior conduct has liekly acted as a waiver of that requirement.

(2) The written contract DOES have a clause in it which says "any failure to pursue legal action or any past waiver of a breach or this contract will not act as a waiver or forgiverness of future breaches" (or words to that effect). This is where it gets even muddier.

(a) In this case, then a court can plainly look to the language of the contract ans say, well, this contract clearly says they can act anyway they want to in the past, but that does not prevent them from enforcing their rights later. Therefore, any sales made at less than the minimum price will likely be found to be in breach of the contract.

(b) OR, a court may say, you know, the contract does say they are allowed to waive but later file for breach BUT, they have waived so often that their waiver on this minimum price deal can be seen to have over-taken the contractual clause and they have lost their right to sue for breach of this item.

To know which way a court will decide is impossible. As you can see, a court has choices to make and how it makes that choice involves the arguments the parties make, what prior cases the parties present to the court, and who the court thinks has the better argument, as well as how courts in that state (or, if the case ends up in federal court - courts in that district) have decided the issue and whose approach the court prefers.

Jane T (LLC), Lawyer (JD)
Category: Legal
Satisfied Customers: 8435
Experience: Experienced attorney; contracts, internet, business, finance, employment, RE, consumer, & more.
Jane T (LLC) and 16 other Legal Specialists are ready to help you

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Not only did he answer my Michigan divorce question but was also able to help me out with it, too. I have since won my legal case on this matter and thank you so much for it. Lee Michigan
 
 
 

Meet The Experts:

 
 
 
  • Tina

    Lawyer

    Satisfied Customers:

    8436
    JD, BBA Over 25 years legal and business experience.
< Last | Next >
  • http://ww2.justanswer.com/uploads/MU/multistatelaw/2011-11-27_173951_Tinaglamourshotworkglow102011.64x64.jpg Tina's Avatar

    Tina

    Lawyer

    Satisfied Customers:

    8436
    JD, BBA Over 25 years legal and business experience.
  • http://ww2.justanswer.com/uploads/RA/ratioscripta/2012-6-13_2955_foto3.64x64.jpg Ely's Avatar

    Ely

    Counselor at Law

    Satisfied Customers:

    19941
    Private practice with focus on family, criminal, PI, consumer protection, and business consultation.
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    8189
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/jespoag/2008-12-17_222355_jessepic.jpg JPEsq's Avatar

    JPEsq

    Attorney

    Satisfied Customers:

    2132
    Experience as general attorney, in house counsel, SSDI, Family Law attorney, and law professor
  • http://ww2.justanswer.com/uploads/gsenmartin/2008-04-22_214950_me1.jpg Guillermo J. Senmartin, Esq.'s Avatar

    Guillermo J. Senmartin, Esq.

    Attorney

    Satisfied Customers:

    110
    7+ years of experience handling various legal matters.
  • http://ww2.justanswer.com/uploads/PA/PaulmoJD/2013-10-10_195858_JAImage.64x64.jpg Law Educator, Esq.'s Avatar

    Law Educator, Esq.

    Attorney

    Satisfied Customers:

    31621
    JA Mentor -Attorney Labor/employment, corporate, sports law, admiralty/maritime and civil rights law
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    15975
    Multiple jurisdictions, specialize in business/contract disputes, estate creation and administration.
 
 
 

Related Legal Questions