December 17 th 1992 December 17 1992 to

December 17 th, 1992 December 17, 1992 to December 12, 1994 January 1993 Plaintiff entered into a contract. Plaintiff alleged: He provided valuable services. Defendants Fail to pay Plaintiff $150, 000 per year since January. July 27, 1994 Failed to pay any percentage of net profits. December 12, 1994 Defendants relieved Arch Smith of his duties. Trial Set January 3, 2002 T I M E L I N E

Legal Concept Oral Agreement An agreement between parties that is either partly in writing and partly dependent on spoken words or that is entirely dependent on spoken words. Negotiation Initial communications between potential parties to contract, often takes the form of preliminary negotiation through which the parties that may or may not be made. It might be either request or supply terms of an offer Quantum Meruit As much as deserved Meeting of the minds Known as mutual assent, the intention and agreements of parties forming a contract.

Q&A Oral Agreement? An agreement between parties that is either partly in writing and partly dependent on spoken words or that is entirely dependent on spoken words. Negotiation? Initial communications between potential parties to contract. Quantum Meruit? Meetings of the minds As much as reserved Known as mutual assent, the intention and agreements of parties forming a contract.

Legal Concept Smith: Oral agreement is made between him and Hammons. Therefore, the oral contract is enforceable and he is legally being recovered in Quantum Meruit for providing “material” which are valuable expertise in the entertainment business and other valuable services to Oral Defendants Agreement In order to form a contract, both parties must agree upon terms in the contract. Hence Hammons and Smith did not reach agreement upon four of the terms of the contract alleged in the petition. Therefore, the contract is void. Meeting of the minds Plaintiff provided valuable services to defendants. He asks for a fair and reasonable amount, prejudgment interest, costs and other relief which was “quantum meruit” from the defendant Quantum Meruit Negotiation Hammons: Smith and Hammons negotiate over the non-agreed terms of the contract Preliminary negotiations towards the contract do not constitute a contract The contract is not made and not enforceable

Issues Main issue (Meeting of the Minds) • Which terms of the contract had been finalized, and which were still in negotiation? • Negotiation were oral. A legal written contract would have avoided (Oral Agreements v. Negotiation) confusion. Main issue Minor issue (Quantum Meruit) • If the oral agreement is enforceable, does Hammons have to pay in quantum meruit?

What are the… Main issues? 1 - Which terms of the contract had been finalized, and which were still in negotiation 2 - Negotiation were oral. A legal written contract would have avoided confusion. Minor issue? + If the oral agreement is enforceable, does Hammons have to pay in quantum meruit?

Smith should be compensated for the valuable time he spent giving Hammons Entertainment his expertise for the 2 years in which they prepared for the show. Although, the show did not go on, Smith could have been working & receiving pay elsewhere. What is ethics? Economic Plaintiff A meeting of the minds had been reached on certain terms of the contract *Although, some terms of the contract had not been finalized and agreed upon; he still provided quality knowledge and valuable expertise Hammons should pay in quantum meruit for his work and compensate for his time. If he is not compensated this would equal a detriment to Smith. Ethics & Morality Point of Views Smith - “Prayed for judgment for a fair and reasonable amount, prejudgment interest, costs and other relief” This is an economic loss to Smith because he could have been performing elsewhere or making connections with others to set-up future performances. The word is used to refer to the set of rules, principles, or ways of thinking that guide the actions of a particular group.

Social If a non-finalized contract was to constitute a fulfilled agreement everyone would forgo them altogether. For example, IF Hammons wanted to hire a union of magicians and began to negotiate pay and incentives with the members of the union, but wanted them to perform a show to prove their skills. Upon their performance, Hammons finds them to be poor performers and hires another group instead. The social magician union would want to sue to receive the pay negotiated because they came to a partial agreement and spent time and resources performing for Hammons. They could have otherwise been hired through another firm or doing private parties. The jury found for the defendant. They found this decision based upon the Hornbook Law. It was clear to this court there were still material terms to the agreement that were not settled, so there was no meeting of the minds. There were negotiations over specific terms, but no final agreement, so there can be no breach of contract or recovery. Smith then appealed, and the appeals court affirmed no contract was created, therefore no damages were due. Court Defendant The defendant Hammons of Hammons Entertainment Group believes he does not owe anything to Smith because a meeting of the minds did not occur when finalizing the terms of the contract. Hammons would incur a financial deficit of $500, 000 if he were to lose the case, when Smith was never officially hired. P O V

Interpretation S m i t h V H a m m o n s What we can infer: o. Due to the lack of response thereto the Plaintiff has given, the contract that the Defendant had offered to the Plaintiff is not enforceable from the absence of mutual assent. Despite the Plaintiff’s accused error in the court’s summary judgment, the trial court found no err. Ergo, the Defendant owes nothing to the Plaintiff. Hornbook Law o“To establish a submissible case of breach of contract, a plaintiff must first establish the existence of a contract. ” o“In order for a contract to be formed, the parties must mutually assent to its terms. The nature and extent of the contract’s essential terms must be certain or capable of being certain. ” o“If the parties have reserved the essential terms of the contract for future determination, there can be no valid agreement. ” Missouri Court Rule 74. 04 o(a) For Claimant. At any time after the expiration of thirty days from the commencement of the action or after service of a motion for summary judgment by the adverse party…” o(c) Motion and Proceedings Thereon. o(1) Motions for Summary Judgment. Motions for summary judgment shall state with particularity in separately numbered paragraphs each material fact as to which the movant claims there is no genuine issue, with specific references to the pleadings, discovery or affidavits that demonstrate the lack of a genuine issue as to such facts.

Relevant Cases Smith V. Hammons Cases Cited by Smith Koman v. Kroenke Steinberg v. Fleischer Mc. Dowell v. Schuette Boswell v. Amer. Ins. Co. Haase v. Richmond Mothershead v. Greenbriar Country Club, Inc.

Relevant Cases Plaintiff Koman had called for a summary judgment in favor of the defendant in an action for a breach of contract that the two parties had made. They were once partners in a real estate business however they decided to dissolve their partnership and entered into an option contract which granted the appellant the right to purchase a retail shopping center in Belleville, Illinois for $3. 7 million dollars. The main essential reason why the plaintiff called for a summary judgment was because the trial court erred in granting the respondents (defendants) the summary judgment which was supposed to comply with the Missouri rule 74. 04 There were series of courtships were taken place in this case. There were portions of the judgments were affirmed and others were reversed and remanded. In Count I, plaintiffs sought reformation of a fire insurance policy issued by American ("the policy"). Count II was directed against defendant West American. A settlement was reached by plaintiffs and West American, and plaintiffs dismissed Count II with prejudice. Count III was directed against American and sought recovery under the policy. On February 8, 1991, on the tenth day of a jury trial on Count III, the trial court (Judge Mary Dickerson) entered an order sustaining American's motion to dismiss Count III. Count IV of the petition was directed against Farmer-Foster and alleged that Farmer-Foster was careless in their actions being neglectful of their actions and thus causing Hazelgreen many inconveniences. The plaintiff, the mother of Jedidiah C. Mothershead appealed for a summary judgment (in favor of the defendants) in an action for wrongful death of her sixteen year old son who died from a snow sledding incident. Plaintiff mainly states the court erred from giving the defendants a summary judgment that could have held Greenbriar Country responsible and the facts whether or not the Sno-tube products were not dangerous or not. The Plaintiff suggests with these claims the court was irresponsible and would have found appropriate evidence against Greenbriar Country.

Relevant Cases The judgment of the trial court is reversed and remanded. That portion of the judgment in favor of defendant Farmer. Foster Insurance Agency, Inc. , and against plaintiffs on Count IV of plaintiffs' second amended petition is hereby reversed and the cause remanded for further proceedings not inconsistent with this opinion. All other portions of the judgment are affirmed. Judgment affirmed.

Plaintiff Hammons could have avoided court by completely stating all facts & agreements before any services or hiring of Smith was performed. Hammons could have also held to his verbal contract and paid what he promised. Again a written contract would have saved them a lawsuit and the time and money they lost because of it. Defendant A reasonable employee would also have argued the fact he had no paycheck for 2 years, most employees would start asking questions after a month or so. The plaintiff should have had the contract in writing that would have saved them a lot of heart ache. He also should have hired an agent to deal with all the paper work and negotiating to make sure all his I's were doted and T's were crossed.

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