Question 1:

The facts peitain to an exchange anu piomise foi seivices, which means that the
applicable law to apply woulu be common law. 0CC can be useu as an analogy.
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The fiist aspect foi Robeits is to ueteimine whethei an agieement hau been maue.
Fiom the facts, Robeits can aigue that an agieement of mutual assent may have existeu as
eaily as the oiiginal conveisation between the thiee paities in 2uu9, because the paities
hau agieeu to conuuct business, anu consiueiation foi mutual piomises hau been
establisheu: Robeits (anu Sanuiiuge) foi theii expeitise in exchange foi "a piece of the
action." Bowevei, Biownstieet can aigue in exchange that since compensation hau not
been uiscusseu at the time, without any specific teims, what actually iesulteu was simply
an agieement to agiee, which is not valiu consiueiation unuei the vagueness uoctiine foi a
contiact to be foimeu. Robeits can counteiaigue that uespite an explicit compensation
agieement, the paities at that point likely hau in minu the stanuaiu maiket teims foi
compensation foi helping a vC fiim invest. Robeits can aigue that the type of seivice he
offeieu was common in the inuustiy anu coulu pioviue eviuence of typical stiuctuies of
compensation, which might be in the foim of a peicentage of the ventuie. Thus, the couits
coulu have useu uefault teims to filling a compensation agieement, anu as a iesult, the
contiact may not be as vague as it seems, anu thus can still be a valiu contiact. Bowevei,
Biownstieet can point to the 2u pages woith of teims that Sanuiiuge eventually signeu foi
to show that teims aie not as stiaightfoiwaiu, anu in fact, may be incieuibly complex, as to
justify vagueness when nothing hau been agieeu on. Robeits can show that a contiact
neveitheless was foimeu since both paities have peifoimeu in accoiuance to the
agieement - Robeits immeuiately began to help Biownstieet with piocuiing an
investment, anu Biownstieet also set up a sepaiate company to tiansfei stock, just as the
uncle uiu in !"#$% by setting up a tiust, inuicating a contiact hau been foimeu.
If the couit uoes not ueem the oiiginal agieement to be a valiu contiact, Robeit can
point to the confeience call in Nay, aftei the ueal with LSE hau been maue, wheie he was
piomiseu 1 million shaies. Biownstieet, howevei, can point to emphasis on contiibution to
the ueal as eviuence that foi the 1 million shaies was in fact, a pieviously peifoimeu act by
Robeits, anu thus constitutes past peifoimance, which woulu not suffice as consiueiation
unuei common law. This also qualifies as consiueiation foi a mouification of contiact
shoulu the couit ueem the oiiginal oial agieement to have been an enfoiceable piomise.
Robeits can in tuin aigue that although |ax hanu casej woulu suggest that past
consiueiation is not sufficient, |employee jumpeu to save employei casej woulu suggest
otheiwise, anu that, similai to that scenaiio, Robeits was in an employeeauvocate iole,
woiking foi Biownstieet to piomote its business, anu thus, even past consiueiation shoulu
suffice foi the piomise. In auuition, the objective unueistanuing that Robeits will continue
to play a iole in the futuie of the investment is in itself fuithei consiueiation foi the 1
million shaies. Biownstieet can also aigue that the compensation ueemeu foi Robeits
weie out of Tuinei's sense of "moial guilty," which shoulu have little place foi
consiueiation given the light weight placeu on moial consiueiation in the iestatements.
Theie aie othei theoiies unuei which Robeits can attempt to enfoice his
agieement: ieliance anu iestitution. The facts show that Biownstieet, aftei its initial
agieement to engage Robeit's expeitise, immeuiately put him to use in seeking ueals anu
investments. Be immeuiately began peifoimance, anu given his expeitise, likely gave up
othei luciative oppoitunities in oiuei to uevote time anu eneigy into the woik that he
peifoimeu. Be can aigue that he ielieu on the piomise that hau been maue to him foi
engaging in such woik. Inueeu, he was tolu to "not to woiiy," that he woulu be
compensateu with "a piece of the action." Accoiuing to common law, ieliance occuis when
one paity has inuuceu the opposite paity to iely, foi which "not to woiiy" stiongly suggests
to have been the case.
0nuei the iestitution theoiy, Biownstieet can be shown to have gaineu fiom
utilizing the expeitise of Robeits, anu inueeu, even the veiy piospect of Robeits's having a
fiuuciaiy inteiest in the investment, in acquiiing the ueal with LSE.
This, howevei, iaises the issue of the consiueiation of at will employment.
Biownstieet can aigue that since Robeits hau pieviously been woiking foi Biownstieet,
anu nothing funuamentally changeu with iegaius to theii ielationship, theie was no
consiueiation foi the 1 million shaies that was offeieu. Bowevei, Robeits can aigue that in
fact, a uiffeient ielationship hau taken place: his iole switcheu fiom that of a ueal-makei to
that of a stiategic thinkei. Alteinatively, his choice to continue to be engageu with
Biownstieet, though he coulu have quit at any time given his at-will-like employment
status woulu fuithei seive as consiueiation.
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If the futuie seivices to be pioviueu by Robeits aie to be consiueieu as the
consiueiation foi the 1 million shaies, Biownstieet can aigue that it in fact, this was
bieacheu when Robeits teiminateu his seivices, anu thus Biownstieet, with its common
law iemeuies of self-help, shoulu be alloweu to not to peifoim on its ueliveiy of 1 million
shaies. Bowevei, Robeits can aigue that his "employment" was not teiminateu by himself,
but iesulteu fiom the unilateial action of LSE, anu in tuin, Biownstieet. Theiefoie, since he
uiu not choose to bieach the contiact, he can aigue that he uiu not in fact, bieak the
contiact. Biownstieet coulu aigue, howevei, that Robeit's actions amounteu to bau-faith
since he iiskeu putting LSE on insiuei-tiauing violations, which a piuuent stiategic auvisei
shoulu not uo. Bowevei, since Robeits' actions ultimately uiu not violate any such iules,
Robeits can aigue that he was pieventeu fiom peifoiming by LSE unilateially, anu thus
shoulu not be ueemeu to have bieacheu (anu aigue that in fact, Biownstieet bieacheu).
Fuitheimoie, though his ielationship with Biownstieet ceaseu at Weill's insistence, he hau,
in effect, helpeu to biing the ueal into fiuition in the fiist place, anu thus ought to be
consiueieu to have substantially peifoimeu his consiueiation foi the 1 million shaies. Not
to mention, his foibeaiance anu the selling of his LSE shaies weie uone foi the inteiest of
Biownstieet, anu thus actually constituteu peifoiming to his iole as a stiategist foi the LSE
ueal.
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Robeits coulu also aigue that he exeiciseu foibeaiance fiom buying auuitional stock
on the piomise to be compensateu by Tuinei, anu thus, cieate an auuitional cause of action
baseu on ieliance, foi having foigone potential piofits he coulu have maue when the stock
skyiocketeu. Fuitheimoie, since Tuinei aiticulateu the ieason foi Robeits to not buy out of
concein of huiting Biownstieet's ielationship with LSE, Biownstieet also benefiteu
thiough the foibeaiance of Robeits mateiially by not uealing with auuitional haim hau
Robeits bought shaies.
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0nuei the expectations theoiy of uamages, Robeits shoulu seek to be maue whole as
if the oiiginal contiact hau been peifoimeu. Thus, Robeits can seek foi the full one million
shaies that he was piomiseu, anu thus $1S million in uamages. 0nuei the iestitution
theoiy, he woulu be seeking the amount that Biownstieet hau benefiteu thiough Robeit's
action. Bowevei, the benefit woulu be uiffeient to piice, since it's a seivices contiact.
Biownstieet can aigue that Robeits, having peifoimeu less than Sanuiiuge, whose
ielationship with Biownstieet uiu not teiminate like Robeits uiu, shoulu be entitleu to less.
Not to mention that Robeits also put the ielationship at jeopaiuy when he bought his
shaies. Alteinatively, Biownstieet can aigue that uamages shoulu be baseu on ieliance,
which might mean compensating Robeits foi time by paying an houily iate foi a peison of
his expeitise, iathei than a stake in the ventuie.
Robeits can also aigue foi expectation uamages that he woulu have gotten hau he
been alloweu to buy auuitional stock when the piice was at $S. Bowevei, the facts uo not
inuicate how much he woulu have gotten, which Biownstieet can aigue means the
uamages weie not conciete. Bowevei, Robeits can aigue that thiough his ieliance on
Biownstieet's piomise, his foibeaiance on holuing on to the stocks meant he lost piofits t
that he woulu have uefinitely been entitleu to foi the stocks he oiiginally bought anu weie
foiceu to sell.
Consiueiation of Seconu Agieement
At-will employment
Substantial peifoimance
Consiueiation issue
Past consiueiation
Enfoicement
Restitution
Reliance
Facilitating company - like Bamei v. Siuway
veibal agieement - consiueiation as futuie peifoimance.
Bieach - initiateu by Weil. 0i by Robeit.
Illusoiy.
Piohibiting stock puichase = uamages (expectation.)
Reliance
Foieseeability issue
Sanuiiuge's 2u pg agieement. Relevance.
Teims