What is a condition precedent? Here is a Wikipedia definition, of something that must happen before something else happens, but I'm not sure how to apply it to the law. Let's say that there is an angel investor that meets a company with an interesting technology, and proposes to invest an amount, X, in the company for a certain percentage. The contract says something like, "a condition precedent for the investment of X is a demonstration of the company's technology to the investor's reasonable satisfaction." The company delays in doing the demo, but asks for the money. The investor says, "no demo, no money." Is this what "condition precedent" is meant to say? If there is no express time limit written into the contract, is there an implied, or "reasonable" time limit after which the investor is off the hook? For instance, if the demo took place six months later, can the investor reasonably say, "your technology sounded interesting six months ago, but I fear that it has been made obsolete by now."
In contract law, a condition precedent is a specified event that must occur prior to a party having to perform a contract obligation. In your example, the demonstration is the condition precedent, and funding is the obligation to be performed. So, yes, "no demo, no money" is another way to put it. The "investor's reasonable satisfaction" is the standard used to determine whether the condition has been satisfied (and thus whether the obligation will be triggered). The reasonableness standard falls somewhere in the middle segment on a scale of investor-friendly to inventor-friendly contract language. For example, "the investor's sole discretion" is investor-friendly (though likely subject to a good faith duty); "the investor's discretion" is still investor-friendly and is limited by a good faith duty; "the investor's reasonable discretion" anchors the discretion not in what the investor would want to do but in what would be objectively reasonable. Removing investor discretion and replacing it with something like "upon demonstration" would be inventor-friendly. What is reasonable will vary widely based on the industry and product obsolescence timelines.
Termination is a matter of fact That is, it has either happened, or it hasn’t. Whether it has or hasn’t depends on a multitude of factors including the terms of the contract, the actions of the parties, and communication between them. These factors are so case specific that it is impossible to generalise. Further, within a given case, reasonable parties may differ on if a contract has been terminated, which party initiated the termination, and if that termination was lawful. Usually, these cases involve mutual allegations of repudiation by the other party and rightful termination in response by our side. These issues are likely to be the major ones that the court or tribunal will have to determine. A claim for damages would need to be pursued as part of the overall case but the deadline for raising them is a procedural matter for the court or tribunal. Failing to raise them as an issue in pre-litigation correspondence would not be a bar to raising them in a claim or counter-claim. However, failing to raise them at the earliest opportunity denies the offending party the opportunity to mitigate the damage and, if they can show that there were actions they could have reasonably taken to mitigate but couldn’t because they weren’t informed, then that may reduce or eliminate the damages payable.
The accusation would be the crime of securities fraud ("insider trading" is legally meaningless), under 15 USC 78j(b). There is a bit more elaboration in 17 CFR 240.10b5-1. That law prohibits using "any manipulative or deceptive device or contrivance in" in connection with a securities transaction. Under 15 USC 78ff, violation of the law can result in a fine of up to $5 million and 20 years, thus it is a crime. As a crime, the standard of proof required is must higher than it in for a civil forfeiture (which can be as low as "reasonable suspicion"). In the US, and pursuant to the Due Process clause, that requires proof beyond a reasonable doubt, that is (from in re Winship), "proof beyond a reasonable doubt of every fact necessary to constitute the crime with which he is charged". The statute itself does not state the elements that must be proven to secure a conviction, but they can be discerned based on jury instructions (which are circuit-specific). The 9th Circuit instruction is here. You can see that there are 4 specific allegations that have to be chosen between, and the prosecutor has to have at least alleged one of those prohibited acts (so that the jury can decide if the prosecution has proven beyond a reasonable doubt that the accused did that thing). The evidence you have presented could constitute "reasonable suspicion", but not "proof beyond a reasonable doubt". If we had a different standard of proof in criminal trials, where it was sufficient to just suspect based on a small bit of evidence that a person may have done something prohibited, then the conclusion could be different. Or, if you had stronger evidence surrounding the sale, your argument might carry a bit more weight. In other words, criminal prosecution is based on quite a lot of specific and objective evidence about what happened. An example of the kind of evidence and allegations required to get the ball rolling can be seen here; for "insider trading" specifically, look here (this case is based on an FBI investigation, where an agent will presumably testify to hearing the defendant state a plan to violate the law).
Before the AIA in 2012 both companies could apply for a patent and if one of the applicants thought they were both trying to patent the same thing they could initiate an interference proceeding. In that proceeding before the board, they each present their evidence as to date of conception and diligent effort from that point to the date of the first filing. The board decided which application went forward. Now the U.S. is with the rest of the world in first-to-file. It doesn’t matter who conceived first unless one actually stole the idea from the other. There is a new derivation procedure to try to prove that. I don’t think it has ever yet happened. One of the &quot;simultaneous&quot; inventors could publish the invention, putting into the public domain. If published before the other's filing date, it would theoretically prevent the other from getting a patent. In any case a patent owner can stop the other from making their product or charge a royalty. There is a narrow case under the AIA where one company has been using a process that another later patents and can retain a limited right to keep using that process but can’t move or expand operations. This is called Prior User Rights.
This would be a case of mutual mistake or unintentinal ambiguity. If the circumstances make it clear what year the parties intended, particularly if it is the current year, a court would probably treat the contract as if it specified that year. If the parties' intentions could not be reasonably determined, a court might rule that there had been no meeting of minds, and so no valid contract at all.
Unknown based on what you have posted in your question. But answer lies in the terms under which the source code is made available or licensed. The most common scenario is that such &quot;sample&quot; source code is provided as help to the purchaser of their product and you'll often see things that permit its use in conjunction with the hardware product. You'll also often see disclaimers that say the code is for demonstration purposes only and it not warrantied to do anything at all. But again, you'll need to review the actual language under which the code is provided and then understand and follow its terms and conditions.
Yes, for those who 'liked' the business after reading the post, but less likely for those who had already liked the business. Under contract law, the business's post is an offer to share the winnings with anyone who is a friend of the business on Facebook. A promise is enforceable if consideration is provided under a bargain; the consideration can be of nominal value (e.g. the act of 'liking' a page). In the context of a business page, in a time when 'followers' and the like are regarded as valuable from a marketing perspective, it is entirely reasonable to interpret the post as offering an exchange of likes for a chance to win money. The commercial context and involvement of money would cause a court to presume that there was an intention to create a legally-binding contract (Ermogenous v Greek Orthodox Community of SA Inc (2002) 209 CLR 95; Banque Brussels Lambert SA v Australian National Industries Ltd (1989) 21 NSWLR 502). I am not entirely familiar with how the designation 'Friend' applies to businesses on Facebook. My understanding is that businesses have pages that are different to user pages. Businesses don't have 'friends'. They have people who 'like' the business. However, the word 'Friend' in the post has to be given content and therefore would be read as 'people who are listed as having liked this page'. People who had already liked the page are less likely to be able to enforce the promise to share the winnings, because they didn't do anything. They might be able to argue that they forwent the opportunity to un-like the business and that this forbearance is consideration. However, they would have to show that this was in consideration of the offer to share the winnings. Contract law is based on objective manifestations of agreement, not subjective thoughts (Taylor v Johnson (1983) 151 CLR 422), so it isn't necessary to show that the individual did in fact have the offer in mind when they liked (or didn't un-like) the page. However, it is necessary that the promisee have knowledge of the offer and not be acting out of some completely separate purpose (R v Clarke (1927) 40 CLR 227); therefore if a user had liked the page some time ago and never knew about the offer until after the lottery was won, then they might have a hard time claiming a binding contract. Aside from contract law, the other possible head of liability is equitable estoppel (I mention this particularly for the people who had already 'liked' the business page before the offer was posted). However, equitable estoppel usually requires some element of detrimental reliance. Leaving a pre-existing 'like' on a page in reliance on a promise to share lottery winnings is unlikely to stir a court to find an equitable estoppel, since the detriment is trivial. Contrast Waltons Stores (Interstate) Ltd v Maher (1988) 164 CLR 387, where the detrimental reliance was knocking down a building and starting to construct a replacement. Equitable remedies are discretionary, so the judge has plenty of leeway to not order compensation. This answer is based on the common law. There is nothing in Texas law which would make the outcome any different to the outcome in any other common law jurisdiction.
In this context, the phrase "there are no equitable considerations that would require the court to reduce or deny reimbursement for the parents" largely refers to defenses to claims arising under the law of equity as applied historically in the chancery courts of England, and more recently, to claims of a type that would have been brought in equity courts if there were still a separate equity court system. Two of the more common equitable defenses are "unclean hands" and "laches". The equitable defense of "unclean hands" applies when the person seeking relief has engaged in misconduct of some kind in the same transaction. For example, if "the student was denied a FAPE at their public school placement" because the student had previously been expelled for beating up another kid (especially if this had nothing to do with the reason that a FAPE is needed) or because the parents ignored a deadline for filing the application for a FAPE at their public school of which they had reasonable advanced notice, that student's parents might be denied reimbursement under the doctrine of unclean hands. The equitable defense of "laches" applies when unreasonable delay on the part of the person seeking relief causes prejudice to the person from whom relief is sought even in the absence of a date certain deadline or before a date certain deadline expires. For example, suppose that "the private school was an appropriate placement" but it had tuition three times as high as two other private schools in town. If the other two less expensive private schools had vacancies for months after the student was denied a FAPE at their public school placement, but had no room for new students a week before school started leaving only the much more expensive private school with any vacancies, the request might be denied, or limited to the amount that would have been paid if the parents had applied to other private schools more promptly, under the doctrine of laches. Other equitable defenses include the duty to mitigate damages (e.g. there might be reimbursement for private school tuition, but not for late fees and interest that could have been avoided), impossibility and impracticability (e.g. no public or private placement is capable of addressing the fundamental problem that the child is in a catatonic state), acts of god/force majeure (e.g. the student was denied a FAPE because the school was destroyed in a hurricane and the school district had to shut down the schools for everyone for a semester), implied waiver or estoppel (e.g. after the student was denied a FAPE the student was enrolled for regular classes at that public school without complaint and without trying to find a private school placement), spoliation (e.g. the records needed to determine eligibility were intentionally destroyed by the applicant before the hearing), fraud as a defense and not a claim (e.g. the parents lied in their reimbursement application), payment (e.g. the student was denied a FAPE by two schools and already received reimbursement from another one and is not entitled to a double recovery), release or accord and satisfaction (e.g. a settlement agreement was already reached with the school denying reimbursement or agreeing to a particular reimbursement).