In our Mid Term exam we were given a question based on a short case study
An internet software expert was needed for a breach of contract case between an online software developer and an internet content provider. The plaintiff (person who brings a case against another in a court of law) had developed a software based media and MP3 player that was available as a free internet download. The defendant purchased the plaintiff’s company & software. The merger agreement included a clause in which the defendant agreed to pay shareholders an additional amount determined by the average number of unique users of plaintiff's MP3 player during a specified period, to be determined by tracking software. However there was nothing specified what tracking software technology should be implemented. The plaintiffs alleged that the defendants did not take appropriate steps to implement the tracking technology needed to count unique users. The defendant maintained that the plaintiff shareholders had a responsibility to ensure that technology was in place to make the count possible. Is this breach of contract or do you see any loopholes in the contract? Point out the flaws and state your reasons as well
Now this was the answer that was later provided as a solution
Yes it is a breach of contract case. As it was part of contract that tracking software should be implemented in order to get proper counts of downloaders which certainly haven’t been done by the defendant so there is a clear breach of contract exists between them. There are certain loopholes are involved as it should be mentioned in contract which technology to be used and who should control it. If that had been explicitly added, there won’t be any ambiguity regarding who is responsible for what.
I agree with the part that there are some loopholes but my answer differed in the main part that It was not a breach of contract because they said that they should implement a tracking software and they didn't specify any ideas that how it should be done. So for one the number of unique downloads could be one download per PC or for one it could be number of times it was downloaded regardless of the PC. So my given answer was that it was not a Breach of contract as the person selling or signing the contract should have done their best to ensure that their are no more loopholes and since they signed it I don't think they are to be favoured in court for this contract. Can someone please clarify that if my answer was right or was wrong and give me some explanation to it about what exactly is going to be the breach of contract in case of loopholes.
PS: The Course was Professional Issues in IT