FACT PATTERN:
Clark Kent is the president of American Way Manufacturing (American Way”) located in Spokane, WA. American Way is a start-up company that manufactures the LOISLANE Super Press (“LOISLANE”), a digitally enhanced printing press capable of printing and delivering all forms of news (papers, magazines, advertisements, etc.). The most exciting advancement in technology for the LOISLANE is its ability to quickly and inexpensively convert all forms of print media into Rapid Electronic Delivery (RPD). While digitally enhanced printing presses are more expensive than traditional presses, they are substantially more efficient. American Way has only been in business for a little over one year, but already has orders from major news markets throughout the United States. The Daily Buzz (located in Seattle) has seen substantial shrinkage in sales of its traditional print newspaper and wants to offer an electronic version in the hope of increasing sales. On January 8, Clark Kent met with Perry White, the president of the Daily Buzz. During their meeting, Clark described the advantages of the LOISLANE. They also discussed the number of presses needed, and the alterations that would be required to reconfigure the Daily Planets pressroom to accommodate the unique size and performance power of the LOISLANE. The Daily Buzz thoroughly examined the LOISLANE and was especially impressed by its RPD feature. Based on their discussions, Clark gave Perry a draft set of plans that he sketched out on a legal pad. These plans are pretty rough said Clark, but they should give you enough information to get started.
On January 15, Perry White received an email from Clark Kent. Clark Kent offered to sell 15 new LOISLANE printing presses for $42.5 million. Later that same day, Perry replied by email Price too high. Will pay $39.8 million. On January 16, Clark responded (again by email): Cant sell at that price. Will accept $41.8 million. Over the next several weeks, the parties emailed numerous times, but could not settle on a contract price. On March 21, Clark sent Perry one more email: If you will pay all cash, we can sell the presses for $40.9 million. This is our final offer. Hope it works for you. The offer contained all material terms, including a delivery schedule, warranties, and payment terms. The offer did not specify the mode of acceptance. On March 22, Perry called Clarks private office phone to accept the offer. Unfortunately, Clark was not available – he had been rushed to the hospital a few hours after he sent the March 21 email. Clark suffered from severe anxiety. Over the years, Clark had been hospitalized at least 5 times related to his anxiety. Fortunately, he normally recovered in just a few days. Perry left the following message on Clarks phone: Hi Clark, this is Perry. Your last offer works for us. Ill buy 15 right away. Will send a message later today to confirm, but you may count on this voice message as my acceptance. Call me as soon as you can so we can work out the remaining details. Perry forgot to send the promised message. (NOTE: At the bottom of each email described above was an electronic impression of the party’s signature, title, and the date and time each message was sent).
Later that day, Perry White called Zod Enterprises and rejected an outstanding offer by Zod to sell digital presses (the Braniac 1000) to the Daily Planet. The Braniac 1000 was similar to the LOISLANE Super Press, but cost substantially more. Using the rough plans provided by Clark Kent, Perry White hired a building contractor (Jimmy Olsen) to make the necessary pressroom renovations to accommodate the 15 new LOISLANE printing presses. Jimmy started work immediately. By March 25, 20% of the renovation work had been completed.
On March 27, the President of the United States announced a ban on imports of all foreign manufactured steel, plastics and electronic component parts. This ban substantially increased the cost of manufacturing the LOISLANE printing press. After assessing the costs associated with this ban, Clark Kent realized he would lose $2.5 million on the last offer he sent to Perry White. Clark immediately sent Perry an email stating, All outstanding offers are withdrawn. Perry was very upset. He emailed Clark: “Already accepted your offer. Check your phone message. Expect you to go forward with our contract.” Perry wasn’t sure, so he called Zod Enterprises to purchase the Brainiac 1000, but learned Zods entire inventory had recently been sold to another buyer.
The Daily Buzz sues American Way for breach of contract. What is the likely outcome? As part of your analysis, you need to determine whether there was a valid and enforceable contract. As such, you need to examine and explain (in detail) the elements of a contract (i.e., whether there was a proper offer, acceptance, consideration, capacity and legality). You also need to discuss any and all possible defenses to enforcement of the contract (if there is one). You must also explain the arguments (in detail) each party will make, determine who is likely to win and what remedy (or remedies) may be available.
The Daily Buzz filed its lawsuit in Federal Court – the United States District Court, Eastern District of Washington.
For purposes of your analysis, you should assume that all parties are residents of the state of Washington.
DIRECTIONS
A. Rule of Law: As part of your analysis, you must use the following rule of law:
Elements of a contract:
Offer,
Acceptance,
Consideration to support each promise,
Capacity to contract, and
Legal objective and purpose.
IMPORTANT NOTES – Read Carefully:
(1) The parties will vigorously dispute all aspects of the rule of law. That said, the facts do not clearly show that any party will win. Accordingly, your analysis must present clear, full and fair arguments for all parties.
(2) Your analysis must be in the form of an IRAC (i.e., Issue; Rule; Application; Conclusion). For many of you the IRAC method of writing (analysis) is new. That’s okay. So long as you are willing to put in the work, you can learn and apply this method of legal analysis. Over the years, I have seen hundreds of students successfully use the IRAC method. And always remember – I am here to help. Please feel free to ask questions if you get stumped on any part of this assignment.
(3) You must review the sample essays posted in this week’s module (the samples represent what an “A” or “A-” paper looks like). You must organize your paper as shown in the posted samples. NOTE: The sample papers are only to show you how to organize a paper (i.e., heading, application, etc.). Because the subject of the lawsuits are different, the samples are not useful for substance. They are based on different rules and different facts.
You may also find it helpful to look through the following IRAC resources:
(a) Helpful YouTube Videos (NOTE: These videos provide helpful guidance on the basic IRAC format. The length is much different from your paper. The samples in these videos are for a brief case analysis. Your legal analysis will be much longer. (As noted above, you must review the posted samples to get a better idea of the structure of your paper.)
(1).
https://www.youtube.com/watch?v=47W2gqqM54U (Links to an external site.) (Links to an external site.)
(2).
Legal Writing: What is IRAC? (Links to an external site.) (Links to an external site.)
Legal Writing: What is IRAC?
(b) IRAC for Essays: http://youveenteredlawland.com/irac-for-law-school-essays-and-exams/ (Links to an external site.)
THIS ASSIGNMENT MAY BE COMPLETED INDIVIDUALLY OR AS A GROUP. Based on prior submissions, group papers tend to do better than individual papers. This is not a rule. Some individuals do better than groups. However, most groups tend to earn higher grades overall. This project will likely take at least 40 hours to complete. This includes the time it takes to research, read, write and proofread. If you choose to work on this assignment as a group, groups may be as small as two members, but no more than 4 members. Since groups are not required, you are expected to organize your own group. Each member of the group must submit the same paper. The names of each member of your group must be at the top of the paper (formatted as noted below), and all members agree to receive the same grade. Whether you complete this assignment as a group or individually, you may not discuss any aspect of this assignment with any other person; except, members of your group, your instructor or a librarian (for assistance with research).
PAPER FORMAT: THE PAPER MUST BE AT LEAST 1350 WORDS AND NOT MORE THAN 1600 WORDS (12 POINT FONT). All papers must be uploaded as a Word document. In addition, you must have: (1) A separate title page, and (2) A separate page for your bibliography listing all sources consulted. NOTE: The title page and bibliography are not part of the minimum word count.
RESEARCH
Research is required. Your research must be based on scholarly sources (e.g., case-law, statutes, legal journals, etc.). All of the sources identified below (except for the ones designated as “nonacademic”) qualify as scholarly sources. If you are not certain what qualifies as a scholarly source, you may want to consult a college librarian. If you conduct internet research, scholarly sources usually end with a .gov or .edu extension. Popular internet sources (e.g., Wikipedia, law firm websites, etc.) do not count as scholarly sources. Such popular sources may be consulted for informational purposes, but may not be cited to or quoted from in the paper. All quotations must be carefully noted. No more than 15% of the paper may be in quotations. You must cite all relevant sources and make clear the extent to which outside sources were used. Words or ideas that require citation include, but are not limited to, all hard copy or electronic publications. Full blown citations are not necessary, but must contain sufficient information to identify the source (i.e., full title of the source, the author(s), and a link to the source (assuming you found the source on the internet.).
NOTE: The following resources may be downloaded by accessing the associated links. As these sources are stored on public websites, continuous access cannot be guaranteed. Therefore, you should download them immediately and either print each source or save it on your computer.
Research Requirements. You must incorporate research from at least eight scholarly sources (e.g., case-law, statutes, legal journals, etc.). If you are not certain what qualifies as a scholarly source, you may want to consult a college librarian. If you conduct internet research, scholarly sources usually end with a .gov or .edu extension. Popular internet sources (e.g., wikipedia, law firm websites, etc.) do not count as scholarly sources. Such popular sources may be consulted for informational purposes, but may not be cited to or quoted from in the paper. All quotations must be carefully noted. Quotations should also be limited to no more than 15% of the paper. You must cite all relevant sources and make clear the extent to which outside sources were used. Words or ideas that require citation include, but are not limited to, all hard copy or electronic publications. Full blown citations are not necessary, but must contain sufficient information to identify the source (i.e., full name), the author(s) and the date.
The research sources identified below will provide you with most (if not all) of the information you will need for for your analysis. You are free to conduct your own research in addition to what is below. However: You should not conduct any research of your own until you have first examined the sources provided for you in this assignment. Accordingly, you must examine the following sources:
Academic Sources:
Primary Sources:
1. Cases:
(a) Washington Legal Research (Statutes & Cases): https://caselaw.findlaw.com/washington.htmlLinks to an external site.
NOTE: The above “Washington Legal Research” is a general database from which you can find cases and statutes. You will never cite to this database, only to the specific case or statute you locate within the database.
(b) Landes v. Cuzdey (great discussion on contract elements – i.e., offer, acceptance, etc.): http://www.courts.wa.gov/content/petitions/97724-1%20Answer%20to%20Petition%20for%20Review.pdf#search=contract%20acceptanceLinks to an external site.
Tacoma Northpark, L.L.C. v. NW, L.L.C. (Read, especially, the section discussing the doctrine of impossibility and impracticability discharges): http://courts.mrsc.org/appellate/123wnapp/123wnapp0073.htmLinks to an external site.
(c) Wash. State Hop Producers v. Goschie Farms (Read, especially, the discussion concerning supervening frustration and frustration of purpose): https://law.justia.com/cases/washington/supreme-court/1989/55255-0-1.htmlLinks to an external site.
2. Revised Code of Washington (RCW):
(a) RCW 1.80 (Uniform Electronic Transactions Act): https://app.leg.wa.gov/RCW/default.aspx?cite=1.80Links to an external site.
(b) RCW 62A.2-201 (Statute of Frauds): https://apps.leg.wa.gov/RCW/default.aspx?cite=62A.2-201Links to an external site.
(c) RCW 62A.2-206 (Offer & Acceptance): https://app.leg.wa.gov/RCW/default.aspx?cite=62A.2-206Links to an external site.
(d) RCW 62A.2-301 (General Contract Obligations): https://app.leg.wa.gov/RCW/default.aspx?cite=62A.2-301Links to an external site.
(e) RCW 62A.2-610 (Anticipatory Repudiation): https://app.leg.wa.gov/RCW/default.aspx?cite=62A.2-610Links to an external site.
(f) NOTE: You may find it helpful to peruse all of 62A: https://apps.leg.wa.gov/RCW/default.aspx?cite=62A.2Links to an external site.
(g) RCW 28B.10.019 (Electronic Signatures): https://apps.leg.wa.gov/RCW/default.aspx?cite=28B.10.019Links to an external site.
3. Washington Jury Instructions (Contracts): https://govt.westlaw.com/wciji/Browse/Home/Washington/WashingtonPatternJuryInstructionsCivilCriminal/WashingtonPatternJuryInstructionsCivil?guid=Ie0ec8940a96511da8de7aa0ea4dc7e9b&originationContext=documenttoc&transitionType=Default&contextData=(sc.Default)Links to an external site.
NOTE: The Jury Instructions (above) are very helpful for your analysis concerning the required terms of a contract, performance, breach and remedies. The one thing that is difficult about the jury instructions is all of the parentheticals. The key is to insert the names of the people/companies in the lawsuit between Daily Buzz and American Way. Also, once you go down past the parentheticals, you will find helpful explanations.
Secondary Sources:
1. Electronic Contracts: https://www.nolo.com/legal-encyclopedia/electronic-signatures-online-contracts-29495.htmlLinks to an external site.
2. Email Contracts: https://www.upcounsel.com/email-contractLinks to an external site.
3. Unenforceable Contracts (NOLO): https://www.nolo.com/legal-encyclopedia/unenforceable-contracts-tips-33079.htmlLinks to an external site.
4. Upcounsel (Washington State Breach of Contract): https://www.upcounsel.com/washington-state-breach-of-contractLinks to an external site.
Attached, please find a copy of the Rubric applicable to this assignment:
GRADING RUBRIC FOR LEGAL RESEARCH PAPER-1 (3).docx download
