Mitsui Bank hired Ross Duncan as a branch manager in one of its Southern California locations. At that time, Duncan received an employee handbook informing him that Mitsui would review his performance and salary level annually. In 2008, Mitsui decided to create a new lending program to help financially troubled businesses stay afloat. Duncan was appointed to be the credit development officer (CDO) for the new program and was given a written compensation plan. According to the plan, his compensation plan would be based on the program’s success and involved a bonus and commissions based on the volume of new loans and sales. The written plan also stated, “This compensation plan will be reviewed and potentially amended after one year and will be subject to such review and amendment annually thereafter.” Duncan’s efforts as CDO were successful and the business-lending program he developed grew to represent 25 percent of Mitsui’s business in 2009 and 40 percent in 2010. Nevertheless, Mitsui refused to give Duncan a raise in 2009. In fact, Mitsui amended his compensation plan to reduce his compensation significantly and to change his performance evaluation schedule to every six months. When he had still not received a raise by 2011, Duncan resigned as CDO and filed a lawsuit alleging breach of contract.
1. What are the four requirements of a valid contract? (2 marks)
2. What are the defenses to the enforceability of a contract? (2 marks)
3. Did Duncan have a valid contract with Mitsui for employment as CDO? If so, was it a bilateral or unilateral contract? (2 marks)
4. What are the requirements of an implied contract? (2 marks)
5. Can Duncan establish an implied contract based on the employment manual or the written compensation plan? Why or why not?