Write an essay describing how you would advice a business with cash flow problems that wishes to break several unprofitable contacts with its suppliers and customers, to defend against several lawsuits brought against it for non-payment and to retain employees who have not received a raise in several years. Discuss potential contract defences including impossibility, duress, accord and satisfaction, fraud, lack of performance, lack of consideration, equitable defences, statue of frauds and statue of limitations. Assume that some of the contracts are oral, some were breached more than ten years ago, some cannot be performed in less than a year, some of the goods were defective, some of the representations about quality were exaggerated and the company has excess inventory. Bankruptcy is not an option.
You are a believer in incentive contracts. Describe ways to structure the following agreements to incentivise the party providing goods or services: construction projects, sales representatives, manufacturing, mortgage, ad retail banking; professional services such as legal, accounting, and engineering. What are the drawbacks on incentive contracts. How can incentives be hedged against for non-payment by customers for commissioned sales that have already been booked; for latent defects in goods and services resulting in charge-backs or lawsuits; for fraud by the incentivised party resulting in wrongful payment? See, e.g. Wells Fargo Bank. Also provide sample language for incentive clauses and examples.