DRAFT ANNOTATED LETTER AGREEMENT ASSIGNMENT INSTRUCTIONS OVERVIEW INSTRUCTIONS Assume you work for a manufacturing company and have been asked to draft a letter describing the terms of a proposed contract

for the sale of the company's product. The letter will take the form of a standard professional letter, will include an initial paragraph describing the nature of the proposed agreement, and will then include numbered paragraphs, each identifying the distinct terms of a sale of products between the seller and the buyer, based on the criteria below. At the conclusion of the letter, you must prepare a signature line for a representative of your employer, followed by a signature line for the prospective buyer. The rest of the content of the agreement is up to you, but do your best to anticipate all of the legal issues that need to be addressed, draft your agreement for clarity and consistency, and ensure the agreement is well organized. The letter agreement must meet all of the following criteria: 1. You must imagine your own unique, hypothetical product to sell, describe the product in your contract, and give your product a name. The product must be capable of being mass-produced. The product must reasonably comply with the request of the required terms below. 2. You should assume that the product being sold is manufactured by the seller. 3. You must identify the quantity of product being sold to the buyer. The product you use and the quantity you select must be capable of being delivered in a single 3¹ × 3' x 3' cardboard box. 4. You must identify the total price of the product sold. The price must exceed $1,000. 5. Your contract must address how the product will be delivered to the seller, the cost of delivery, and who is responsible for the cost. 6. Your contract must address all warranties that accompany the product. 7. Your contract must address how and when the buyer pays for the product. Payment must be made after the product is delivered to the buyer. 8. Your contract must address what happens in the event buyer fails to pay for the product. 9. Your contract must include a liquidated-damages provision that addresses what happens if the seller breaches the contract. 10. Your contract must address parol evidence. 11. Your contract must address how the parties can modify the contract. 12. Your contract must address how the buyer can manifest assent to the contract. 13. You should include any other provisions you believe are appropriate to include in this type of contract. The letter agreement must be 1-2 single-spaced pages. Use numbered paragraphs and headings to organize the agreement; ensure clarity of the terms, and proofread your letter carefully. Once the letter is completed, draft a legal memo to your instructor. The memo should be 2-3 pages. In the memo, be sure to do the following: 1. Fully explain why each paragraph included in the letter agreement is legally significant- i.e., explain which legal rules or concepts learned in this course are at work in each paragraph, and provide authority for any legal rules or concepts you identify, using Bluebook citation form. Your authorities must come from your textbook for this course, the Restatement (2nd) of Contracts, or the Uniform Commerical Code for your citations. Do not cite any other authorities. 2. Explain why you drafted each contractual term the way you did, i.e., why you think the term(s) in each paragraph is/are good for the seller and reasonable for the buyer. 3. For any provision you expect the buyer might find objectionable, explain why you expect an objection, and provide your reasoning for why the seller should insist on the language you have drafted. 4. For purposes of drafting the letter agreement, you may use outside sources, contract forms, or sample agreements that you might discover in outside research; however, you must fully disclose all sources you in any way rely upon to inform how you draft your letter agreement by citing them in your accompanying memo. While you may use outside sources to find ideas and even sample language for your letter agreement, the office memo must be entirely your own work product. You may not rely on any other student's work product.