INSTRUCTIONS FOR FINAL PROJECT AGREEMENT:
The Final Project Agreement requires you to finish the draft contract started by the artist, Anna Claire (Document: Draft PPA).
Below are two memos from her law firm giving the development of the deal facts over the term of the negotiations (Documents: PPA Deal Terms Memo #1 and PPA New Deal Terms Memo #2). Read those first.
In this scenario, you will take the perspective that you are or work for Anna Claire, the artist, as you review, analyze and complete the final agreement. This means that you may draft terms seemingly more favorable to Anna Claire, however you must remain cognizant of the fact that the other party, Arthur Cole Lector, may not sign a contract that is too favorable to Anna Clair.
In addition, in drafting the Draft PPA, Anna relied on precedent she found, namely the Leaf Disposal Services Agreement, which is provided simply for your reference.
Your Final Agreement can be no more than 10 pages. To earn maximum points, compare your final and complete agreement to the requirements of the rubric (…which coincidentally is a “checklist” you can use for this contract review assignment and beyond!)
Attached (Required Doc for drafting this Final Project Agreement)
-PPA Deal Terms Memo #1.pdf
-PPA New Deal Terms Memo #2.pdf
-Leaf Disposal Services Precedent.pdf
-Draft PPA.doc
-Rubric.PPA.FINAL.doc
Criteria For the Final Project Paper:
– TITLE
Appropriate for subject matter.
Not too general or too specific.
Not too long.
Initial caps of key words.
Centered; boldfaced.
– PREAMBLE
Nicknames for parties are same level of generality.
Nicknames are placed in appropriate place in sentence.
Full names of agreement and parties are correct.
State of incorporation or residence included.
If address included for one party, then address included for other parts.
– RECITALS/BACKGROUND
No covenants or other substantive provisions.
Puts Agreement in context; doesn’t say too much.
– WORDS OF AGREEMENT
No archaic language.
Short and sweet “Accordingly, the parties agree as follows:â€
– DEFINITIONS
Not circular; generally doesn’t use the word itself to define the word.
No covenants; each definition is a declaration only.
More than just the dictionary definition of a word.
Makes sense; doesn’t define word in way so different from ordinary meaning that Reader gets confused.
Terms that need to be defined are defined, especially if need to clarify that parties agree to a particular meaning.
Nice balance between definitions in Definitions section and cross-references to in-text definitions.
Eliminates need to repeat a long group of words each time.
Verb is “means†or “includes…but does not include…â€.
– ACTION SECTIONS/SUBJECT MATTER PERFORMANCE PROVISION/PAYMENTS/TERM/CLOSING
Subject Matter Performance Provision contains Seller’s main covenant and Buyer’s main covenant and also mentions the purchase price.
Term has start and end dates and mentions possible extension or early termination, if appropriate. Also contains cross-references to appropriate sections.
Closing section describes where and when
Closing Deliveries must be delivered at the Closing and mentions consequences for failure to deliver.
Monetary Provisions (Who pays what to whom? When? How?).
Organized chronologically, or by subject matter in decreasing order of importance (could be a mixture of both), or is organized in some other logical way.
– DEAL TERMS TRANSLATED INTO CONTRACT CONCEPTS
Uses correct verbs to indicate covenants, reps and warranties, conditions precedent, discretionary authority;
Appropriately translates terms of deal into contract concepts;
Demonstrates clear understanding of each contract concept.
– SIGNATURE LINES
Uses correct full names of parties.
Formatted properly. Not on page by themselves.
– CONTRACT LANGUAGE: Plain English, Proofreading and Typographical Errors, Punctuation
Is presented as a polished product (no grammatical, mechanical, typographical errors)
Agreement is written in plain English.
AVOID LANGUAGE ISSUES:
Archaic/elevated language
Legalese
Wordiness
Choppy prose
Passive voice
Awkward phrases or sentences
Inconsistency
Vagueness
Ambiguity
Omission of articles (“a,†“an,†and “theâ€)
Wrong Verb tenses
Use of nominalizations instead of strong verbs
Double negatives
Dangling modifiers
Covenant language needed/not needed
Discretionary authority language needed/not needed
Condition precedent language needed/not needed
Dual verbs (pick one)
Dual adjectives (pick one)
Wrong preposition choice
Sentence fragments
Run-on
Faulty parallel structure
Inappropriate tone
AVOID PROOFREADING ERRORS AND TYPOGRAPHICAL ERRORS.
Missing words
Extra words
Missing word endings
Spell Check errors
AVOID PUNCTUATION ISSUES.
Commas in the wrong place
Semicolons used incorrectly
Colons used incorrectly
Periods missing
Tabulations punctuated improperly
– CONTRACT GENERALLY/ISSUES SPECIFIC TO THIS CONTRACT/FORMAT
Accurately embodies negotiated terms, including endgame provisions.
Do the parts of the Agreement regarding the car sale, the timeline, the payments to the Seller, and attachments work well together? (Could a fresh Reader understand what is going on?)
Covers all relevant facts.
Uses headings to create clear roadmap.
Is well organized; easy to follow.
Makes all parts work well together; accurate cross-references.
Allows defined terms to do their work.
Demonstrates thoughtful drafting; precise, unambiguous.
Follows House Purchase Agreement.
Gives every article, section, and subsection an appropriate heading.
Uses readable typeface.
Textbook:
Drafting Contracts: How & Why Lawyers Do What They Do , Second Edition (Aspen Coursebook) 2nd Edition, Tina L. Stark.
ISBN: 978-0735594777
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