Sofia Rioja was able to find a rental space for her wine store, hire employees, and purchase her starting inventory without all the drama of her two friends Pete and Levi. She called her wine shop Vino Integritas, and sold mostly Spanish and Italian wines. As Sofia wanted to shift her time to searching for suitable vineyard land in the Finger Lakes to start her own winery, she decided to hire a general manager to run Vino Integritas. She interviewed several candidates and finally chose a Cornell student named Bryce Mitchell. Bryce grew up working at his parents' brewpub in Ithaca, and seemed very mature for his relatively young age. She offered Bryce $50,000 per year to be the General Manager, with health insurance and a 401(k), with matching funds up to 5% of his salary. Because Bryce had already taken Business Law 3200, he knew that he would be an at-will employee unless he negotiated a binding employment contract. He told Sofia that he would only accept the position if she guaranteed him a minimum of a 3-year contract at $50,000 per year, an annual bonus, health insurance and 40l(k), and that he could only be terminated by Sofia in the event of actual misconduct. After some back and forth, Sofia agreed to his terms, but she demanded that her lawyer draft the employment agreement. Bryce accepted the agreement drafted by Sofia's lawyer, which included the following provisions: Bryce Mitchell will be entitled to an annual bonus of 20% of sales in excess of budgeted annual wine sales, and as available according to business needs. This contract may only be terminated prior to the expiration of the three-year term for actual misconduct by Mitchell as General Manager, including any actions by Mitchell that would directly or indirectly damage the reputation of Vino Integritas. Business at Vino Integritas was brisk right away and grew considerably over the next two years. Bryce ran the day-to-day, which allowed Sofia to focus on finding a vineyard and setting up a winery. After many months of tireless searching, Sofia found what she thought was the perfect land for a vineyard. The property consisted of 55 acres of land on the east side of Seneca Lake, with relatively steep slopes that ended at the Lake's edge. The land had supported a very productive vineyard for nearly half a century, but it had fallen into disrepair in the 1990's. The owner had been sick for many years and his family did not share the same passion for growing grapes and making wine. When the owner was given only months to live by his doctor, his children put the land up for sale. Sofia made an offer of $3,000 per acre for the property, subject to a survey and groundwater test, and the owner's son brought her offer back signed by his father, the owner. When Sofia asked about the father's condition, the son simply said that he was bedridden and could not meet her in person, but that he was excited to sell the vineyard to someone as passionate as he was about growing grapes and making wine. The survey came back as expected and the groundwater test showed that the soil was ideal to grow the types of Spanish grapes that Sofia had intended. Sofia informed the owner's son that she was ready to proceed with the transaction, and closing was set for a month later. The owner died just before the closing, and at the closing, the son had a sudden change of heart, telling Sofia that he was reneging on the deal. He stated "My dad didn't know what he was signing. I now have a very large trust fund and can pay lawyers lots of money to keep you from taking my father's land." He then proceeded to walk out of the closing and drove away in his Lamborghini. Sofia brought an immediate lawsuit for breach of contract. Meanwhile back in Ithaca, Vino Integritas continued to exceed all expectations. Sales were growing and the brand recognition of the store skyrocketed. By all accounts, Bryce was doing a fantastic job as General Manager. Unfortunately, Bryce's conduct outside of work came back to bite him. Bryce and some Cornell friends were having dinner and drinks at his family's brewpub, which was celebrating its 25th anniversary. After many pints of his favorite IPA, Bryce found himself being interviewed on camera by a reporter from the Cornell Daily Sun, who was writing an article about the brewpub's anniversary and history. When the reporter learned that Bryce was the General Manager at Vino Integritas, and also the son of the founder of the brewpub, she asked him whether he preferred the life of a wine merchant, or if he was more true to his family roots as beer brewers. Quite intoxicated at that point, Bryce responded loudly and obnoxiously "I f#!@ing hate wine. It tastes like Koolaid, but we charge more than $50 bucks a bottle for it. That's just a stupid rip off!!! Beer is what's up!" The reporter was thrilled with her interview, and immediately proceeded to post the video on-line. It went viral in no time, and Sofia saw it the next morning. After receiving more than 25 comments from friends and colleagues about Bryce's outrageous comments, she decided to fire Bryce for misconduct under his contract. When she told him of her decision, Bryce told Sofia that he was going to sue her for breach of contract for unjust termination, and also for unpaid bonus. Sofia had not paid Bryce any bonus in the first two years, and had never created any budget for annual wine sales. However, the wine store made a net profit of more than $400,000 per year in the first two years.

D Question 31 2.5 pts What is the most likely ruling of the court in the case of Soa against the seller of the vineyard? O The seller breached the contract because the objective manifestation of both parties' intent was that a meeting of the minds had occurred to sell the land for a price certain, and no evidence existed at that time of the seller's incapacity. O The seller did not breach the contract because Soa cannot prove that the father possessed the requisite mental capacity to understand the contract for sale. 0 The contract was null and void because the owner/father did not sign the contract in Soa's presence. 0 Regardless of the seller's capacity, the son's conduct at closing was improper and breached the contract. If the court nds that the seiler breached the contract, what is the most accurate statement of Soa's remedy? O Soa is entitled to specic performance because the vineyard constitutes real estate uniquely appropriate for the purpose Soa intends. O Soa is not entitled to specic performance because, unlike a property with a house, farmland is not subject to specic performance. 0 Soa is entled to specic performance because she will put it to better use than the children of the seller. 0 Soa is not entitled to specic performance because all of the bordering properties are also vineyards and therefore the vineyard is not unique. D Question 33 2.5 pts How will the court rule on Bryce's claim for wrongful termination? O Bryce will lose because the objective interpretation of the contract language would encompass the demeaning comments he made about Vino lntegritas. O Bryce will lose because giving interviews about his work while visibly intoxicated constituted misconduct. O Bryce will win because he was just being honest about his tastes. O Bryce will win because his comments were made off-duty and not in his role as General Manager. D Question 34 2.5 pts What is Sofia's strongest argument for not having to pay Bryce a bonus? O The language of the contract was not sufficiently definite regarding the calculation of, or eligibility to the bonus, and therefore Bryce could not prove his entitlement. Sofia may void the promise to pay a bonus based on mutual mistake. O Having never demanded a bonus for two years of employment until he was terminated, Bryce waived it. O Bryce's comments damaged Vino Integritas' reputation, and therefore Bryce does not deserve his bonus.D Question 35 2.5 pts What is Bryce's strongest argument for receiving money for a bonus in the rst two years of employment? O Bryce was largely responsible for the net prots of the wine store and Soa would be unjustly enriched if she did not pay some of the net prots to Bryce as a bonus. 0 Bryce lost his job and deserves bonus money so he can look for replacement employment. O Although no wine sales budget was created by Soa, the court should assume a commercially reasonable amount and pay Bryce a bonus based on that number. O The contractual promise to a bonus is clear and unambiguous