Contracts Memo Assignments – Fall 2018

CONTRACTS MEMO ASSIGNMENTS – FALL 2018

Basic Requirements and Mechanics

Each writing assignment for Contracts – Fall 2018 will be posted here roughly 2 weeks before the assignment is due.  The assignments will not be distributed in written (printed) form.

Time in class will be set aside to discuss questions relating to each assignment and to how to prepare a response.

Format Expectations

All work product turned in in response to writing assignments for this course must be printed using a computer.

The work product must be not more than three (3) pages long, double-spaced, with 1” minimum margins on all sides, and with no footnotes.

Use complete sentences throughout the work product. Do not use phrases or abbreviations. Full citations to cases or other legal authority are not necessary; it is sufficient to abbreviate case names (e.g.: Leonard or to refer by number to sections of the Second Restatement or Article 2 of the UCC.

It is not necessary to construct a formal legal research memorandum in response to any of the writing assignments.

Refer to, understand, and follow the guidance regarding writing assignments on the “Important Course Information” page for this course.

On the first page of the assignment, print or write the team number and the number of the lead team member or “point person” for purposes of that assignment. When uploading the memo to the TWEN system, indicate the team number in the field asking for the identity of the uploader.

How to Succeed

Although formats for legal communications may be changing, from traditional legal memoranda and brief to email and PowerPoint decks, expectations regarding effective professional communication have not changed. Legal writing in every setting should be clear, consistent, polished, expert, ethical, responsive, and trustworthy. Those expectations apply to this course.

Work product will be graded based on both the content of the analysis and argument (is it accurate? is it clear? does it account for possible counter-arguments?) and on the polish and professionalism of the writing and organization of the work (is the work clearly organized into paragraphs that follow a logical sequence? does each paragraph use a clear topic sentence? is the writing clear and direct? has the work been properly spellchecked and proofread?).

Writing Checklist

Here is a brief checklist to follow when preparing the final version to be submitted. The memo should be submitted only when the group or team is satisfied that each item below has been completed or satisfied. Work through the Contract Law Checklist, below. Prepare an outline that follows the items in this checklist. Each paragraph should begin with a sentence that introduces the topic to be discussed in that paragraph, not a statement of a legal rule. That sentence is a topic sentence. Each paragraph should have a topic sentence. All other sentences in that paragraph should follow from or relate in some respect to that topic sentence. Make sure that the first paragraph clearly states the problem(s) or issue(s) to be analyzed in the memo. If the memo will analyze more than one problem or issue, then the first paragraph should state the order in which those problems or issues will be addressed in later paragraphs. Ensure that each paragraph addresses and discusses one and only one problem or issue. Ensure that each paragraph discusses both (i) a relevant legal rule or principle and (ii) facts or context from the matter at hand that are described in the paragraph as being explicitly relevant in light of that rule or principle. Use only complete sentences. Ensure that the memo answers all questions asked in the prompt.

Contract Law Checklist

When a lawyer files a lawsuit (a “Complaint”) for breach of contract, to be legally valid as an initial matter the lawsuit has to state facts that have the following form. (i) The defendant made a promise [the Complaint states the details of the promise, including both its form (written? oral? implied?) and its content or meaning]; (ii) The defendant’s promise was/is legally enforceable (usually, but not always, legal enforceability follows from the idea that the promise was part of an enforceable contract to which both parties agreed, or assented); (iii) The defendant failed to perform its promise (that is, “breached” the promise), and the plaintiff has done anything that it promised to do or, under the circumstances, doesn’t have to do it; and (iv) by virtue of the defendant’s breach, the plaintiff is entitled to a remedy to be determined by the court. That list of “elements” of a “claim” for breach of contract is a cousin of the list of “elements” for a claim in many areas of law.

Use the “elements” of the claim as a checklist for organizing the piece of legal writing. Does the problem or issue concern the existence of a promise? Does it concern the enforceability of a promise? Does it concern the meaning of a promise? Does it concern the performance of a promise? Does it concern the remedy?

These categories are often blurred rather than clear. Using them to organize the writing to begin with – one paragraph per category, or one section (multiple paragraphs) per category – is often useful nevertheless.

Sample Memo Questions and Sample Final Exams

For students who want to know more about the assignments for this course, here are links to some prior assignments:The memo assignments from Contracts – Fall 2014 are available here. The memo assignments from Contracts – Fall 2015 are available here. The memo assignments from Contracts – Fall 2016 are available here. The format and style of the questions asked on the final exam mimic the format and style of the questions asked in connection with the memo assignments. The pages listed above, containing the memo assignments from the 2014, 2015, and 2016 versions of Professor Madison’s Contracts course, also include the text of the final exam questions used in each year, respectively.


Assignment Three

Return once again to the parties and the project described in Assignments One and Two. More time has passed, and new circumstances have emerged.

Following the wise guidance of counsel, Pat, at Paw Paw, Inc., decided to resolve conflicts with Denny, at Disco Productions, amicably. Pat and Denny met face to face, over lunch, following their disagreement over over the “pizza effects.” With the help of a bottle of wine, they agreed that Pat and Paw Paw would resume F/X work on “The Sweet and Low Internet of Things.” They agreed that the F/X would consist entirely of digital marshmallow goo, which would move through scenes in the finished film as if it had a mind of its own, attacking and devouring innocent teenagers.

Pat and Denny also agreed to rearrange the previously negotiated $5 million fee. Denny wrote a check to Paw Paw on the spot for $500,000, which both Pat and Denny understood to be reimbursement for Paw Paw’s costs in producing the unsatisfactory “pizza effects.” (Later, when Pat deposited that check, it cleared.) As to the remaining $4.5 million, they agreed that the funds would be paid in three $1.5 million increments. The first payment would be made following approval by Disco of a prototype of the marshmallow goo effects to be delivered by Paw Paw.The second payment would be made upon delivery of the full scale package of finished effects, based on the approved prototype. The final payment would be made on the date of final release of the finished film, provided that the final finished effects were included in it.

Before they got up from the lunch table, Pat and Denny recorded the above summary of their new deal on the back of an envelope, with the heading “Contract Amendment.” They each signed and dated the envelope. They shook hands, and Pat and Paw Paw got to work.

Over the next six months, Paw Paw submitted four different prototypes of their marshmallow goo effects to Disco, one prototype at a time. Each time, Paw Paw asked for approval of the prototype and payment of the first $1.5 million. Each time, Disco rejected the prototype and refused to pay. For the first prototype, Disco said that the goo was too runny. For the second, Disco said that the goo was too stiff. For the third, Disco said that the color of the goo was too bright and not ominous enough. For the fourth, Disco said that the color was too dark and creepy.

You are counsel to Disco. Denny has come to you, completely frustrated by this situation. He wants to terminate the contract with Paw Paw and finish the movie using effects from a different specialist – a skilled but expensive effects producer who Denny first approached in the wake of the pizza fiasco. Confidentially, Denny tells you that he only agreed to the amendment with Pat to avoid a messy blowup that would have damaged his company’s Hollywood reputation, and he never intended to use Paw Paw’s goo effects in Disco’s film. Denny also tells you that the prototypes from Paw Paw really have been mediocre.

Because of your long experience as a Hollywood lawyer, you know from independent experience that prototypes of F/X work often are mediocre, because effects producers assume that film producers will approve them as a matter of good faith industry practices; both parties generally know that the effects producers rely on payment following prototype approval in order to scale up production and deliver the finished full scale work.

As Disco’s lawyer, assess your client’s options, taking into account the strength of Denny’s belief that Disco is entitled to terminate the contract with Paw Paw and Paw Paw’s likely argument that it has fully complied with the deal so far.

Instructions for Assignment Three

For Assignment Three, you should write out in memorandum form your advice to your client, Disco. Analyze the key legal issues you identify in the fact scenario, along with related factual issues. If you need more factual information, describe what questions you would ask and why the answers would be relevant.

You need not use the default “legal research memorandum” format or framework for this assignment.

You should cite a case (briefly, just by name), Restatement or UCC section if that is necessary to make clear the legal basis for an issue you are identifying and analyzing, but there is no need to cite any cases, Restatement or UCC sections for basic propositions about contract law.

Your work product should be not more than four (4) pages long, with 1” minimum margins on all sides, double-spaced, 12-point Times New Roman font, and no footnotes.

Grades (i.e., scores) will be determined based on (i) the thoroughness of the analysis with respect to the legal issues identified; (ii) the thoroughness of the analysis with respect to the facts and factual issues identified in connection with each legal issue; and (iii) the clarity of the organization of the analysis.

Use complete sentences. Do not use phrases or abbreviations.

On the first page of the analysis, write your team number and the number of the lead team member or “point person” for purposes of this assignment. (The “point person” for purposes of this assignment must be a team member other than the “point person” for the first assignment.) Refer to, understand, and follow the guidance regarding writing assignments on the “Important Course Information” page.

Papers are due on Friday, November 16, 2018 no later than 3 pm. They must be turned in by being uploaded to the Contracts – Section A course section of the TWEN system on Westlaw. Students are strongly encouraged to prepare their outlines in MS Word. No extensions of any sort are permitted except by permission of Vice Dean Haider Hamoudi. If you have difficulty using the TWEN website, you may turn in a hard copy of the outline at the Registrar’s Window on the Second Floor of the School of Law. Please note that the Registrar’s Window *closes* at 3 pm.

Here is the outline of issues and analysis that the class produced collaboratively in class, after the memos were graded and returned.

Assignment Two

Return to the parties and the problem described in Assignment One. Fast forward in time, as one might, and circumstances have changed as follows.

Denny, on behalf of Disco Productions, and Pat, on behalf of Paw Paw, Inc., settled their differences without resorting to litigation and resolved to work together on a different project. Disco hired Paw Paw to produce special effects footage for a Hollywood feature film to be titled “The Sweet and Low Internet of Things.”

The plot of the film was to revolve around an evil genius, bent on global domination, who tried to take control of social media platforms by secretly introducing microscopic networked electronic controllers into the manufacturing lines of highly processed foodstuffs, like sugar cereals, Twinkies, Doritos, and marshmallows. When adolescents and young adults around the world binged on their favorite carbohydrates, neural controllers in the devices would interface with their brains, giving the evil genius the power to direct their social media posts and influence world opinion. Ken Jeong was “attached” to the film, playing the hero who busts up the plot and saves the day.

Denny wanted Paw Paw to produce digital models of the Doritos, Twinkies, and other sweet foods, so that on screen, the images could be manipulated digitally and show how they might be infused with the evil genius’s technology. Denny shared the script for the film with Pat, but references in the script to the food items themselves were relatively short and simple. Doritos, Twinkies, and marshmallows were named but not described. Denny and Pat both knew that the details would have to be fleshed out during production of the film. During their business negotiations, Pat and Denny talked about the “look and feel” that Denny wanted. They talked over drinks, and by phone and text message, about glowing Doritos, gooey marshmallows, and elastic, digital Froot Loops. At one point, Denny said to Pat, “we’ll rely on your expertise in coming up with the best pieces for the film.” When their conversations about “look and feel” had proceeded to a point where both parties felt comfortable with a deal, Denny and Pat signed a standard Hollywood F/X contract. Disco agreed to pay Paw Paw $5 million in exchange for Paw Paw agreeing to provide (quoting the written agreement):

“with respect to the motion picture titled ‘The Sweet and Low Internet of Things,’ production services as customarily rendered in connection with visual effects provided for first-class feature-length theatrical motion pictures in the motion picture industry, as, when, and where reasonably required by Disco Productions, and shall comply with all reasonable directions, requests, rules and regulations of Disco Productions in connection therewith.”

The final agreement, signed by both parties, included a standard integration clause.

Production of the film, including work by Paw Paw, began immediately. For nine months Pat’s team worked on producing effects footage for the film. Denny or one of his assistants checked in with Pat from time to time to monitor progress, but for the most part Denny focused on other aspects of production. Nine months in, Pat formally delivered the digital files containing the effects images and sequences to Denny.

At that point, Denny called Pat and declared that the work wasn’t right, and that Disco wouldn’t pay Paw Paw. “Where are the Doritos?,” Denny asked. “Where are the marshmallows? Where’s the cereal? Everything you sent us is pizza this and pizza that. It’s as if kids everywhere only eat pizza all day and all night. We can use a little bit of this, but basically, we’ll have to hire someone else to do it over. This is crap. It’s not what we agreed on. It’s not up to Hollywood standards.”

Pat has come to you, as his regular counsel. Pat wants to know: Does Paw Paw have a legal leg to stand on if it wants to pursue litigation against Disco? Assess the strengths and weaknesses of Paw Paw’s possible breach of contract claim.

Instructions for Assignment Two

For Assignment Two, you should write out in memorandum form your advice to your client, Paw Paw. Analyze the key legal issues you identify in the fact scenario, along with related factual issues. If you need more factual information, describe what questions you would ask and why the answers would be relevant.

You need not use the default “legal research memorandum” format or framework for this assignment.

You should cite a case (briefly, just by name), Restatement or UCC section if that is necessary to make clear the legal basis for an issue you are identifying and analyzing, but there is no need to cite any cases, Restatement or UCC sections for basic propositions about contract law.

Your work product should be not more than four (4) pages long, with 1” minimum margins on all sides, double-spaced, 12-point Times New Roman font, and no footnotes.

Grades (i.e., scores) will be determined based on (i) the thoroughness of the analysis with respect to the legal issues identified; (ii) the thoroughness of the analysis with respect to the facts and factual issues identified in connection with each legal issue; and (iii) the clarity of the organization of the analysis.

Use complete sentences. Do not use phrases or abbreviations.

On the first page of the analysis, write your team number and the number of the lead team member or “point person” for purposes of this assignment. (The “point person” for purposes of this assignment must be a team member other than the “point person” for the first assignment.) Refer to, understand, and follow the guidance regarding writing assignments on the “Important Course Information” page.

Papers are due on Monday, October 15, 2018 no later than 3 pm. They must be turned in by being uploaded to the Contracts – Section A course section of the TWEN system on Westlaw. Students are strongly encouraged to prepare their outlines in MS Word. No extensions of any sort are permitted except by permission of Vice Dean Haider Hamoudi. If you have difficulty using the TWEN website, you may turn in a hard copy of the outline at the Registrar’s Window on the Second Floor of the School of Law. Please note that the Registrar’s Window *closes* at 3 pm.

Assignment One

Denny, president of Disco Productions, a Hollywood production company, was producing a new series under contract for streaming via an online service known as Deadeye. The series was to be set in Scandinavia, but to save money, it was to be filmed in Iowa. Denny needed some special effects footage to make the Iowa landscape look more Danish, so Denny posted the specifications (“specs”) for the work on a secure website and then sent text messages to the heads of several Hollywood F/X (“effects”) specialist companies to tell then that the project was open for bidding, and giving them the login information for the website.

The message consisted of the following, sent in identical form to 5 F/X companies on June 1:

“New F/X project offered by Disco Prods. Specs online at [URL], login [omitted]. $$$ details due in 30 days, work to be complete 6 months from contract. Q’s?– txt Denny.”

The specifications at the secure Disco site described the series as forthcoming per a contract with Deadeye, supplied the narrative of the series, gave plot and scene details relevant to the F/X project, and supplied necessary technical details. The detail given in the document was consistent with Hollywood practice for special effects contracts and adequate to enable a competent F/X company to complete the basics of the work required, but not to complete the full finished product.

Pat, head of Paw Paw, Inc., was one of the 5 F/X specialists who received the text from Denny. Pat immediately convened his leadership team and key technical staff, and working from the specifications given by Disco, Pat and Paw Paw prepared a detailed outline of the work to be done and Paw Paw’s expected costs. Having next determined a price that would make the work profitable for Paw Paw, Pat texted Denny a week after receiving Denny’s text. Pat wrote on June 8:

“Denny, Paw Paw is pleased to partner with Disco. We’re in. Price $1mm, delivery 6 months from today. It will be nice to work with proper villains again. Cheers – Pat.”

The next day, Pat contacted several other Hollywood producers that Pat had been talking with about potential F/X collaborations, and Pat told them that Paw Paw would not be able to proceed with those projects, because it had accepted a big deal with Disco.

Denny went on vacation after sending the initial text and went completely offline. He didn’t read Pat’s text in reply. He didn’t read any texts, or check his email, or check voicemail messages.

When Denny returned from vacation, three weeks after sending his text to the F/X houses, he went through his accumulated messages. Before he saw Pat’s message, he read an email from Deadeye, cancelling plans to go forward with streaming the series that Disco was planning to produce. “That’s entertainment,” Denny thought, and Denny immediately texted the 5 F/X companies that he had contacted earlier. Denny wrote to them on June 22:

“Disco project in turnaround. No offers needed. Look forward to better luck all around next time. Denny.”

Then Denny read Pat’s text. It was the only response that Denny had received from any F/X company. Denny texted Pat on June 23, as follows:

“Hey Pat, sorry for any confusion about the Deadeye project. It’s off. Let’s see if we can partner in future. Denny.”

Reading Denny’s texts, Pat was furious. In his mind, Paw Paw accepted an offer from Disco, and Disco reneged on the deal.

Pat has contacted you for an assessment of his options under contract law. If Paw Paw sues Disco to enforce a promise to hire Paw Paw to do F/X work on the series to be streamed by Deadeye, is a court likely to find that Disco’s made an enforceable promise? Describe the strengths and weaknesses of the two parties’ likely claims and defenses, and give an assessment of Paw Paw’s likelihood of winning its case.

Instructions for Assignment One

For Assignment One, you should write an outline of the legal and factual issues you identify in the fact scenario above.

You should break major legal issues into related legal sub-issues as much as you see you fit. For each legal issue or sub-issue, you should then identify the facts and factual issues that relate to that legal issue. If you have a factual question you should note that explicitly in connection with the relevant legal issue or sub-issue. You should cite a case (briefly, just by name), Restatement or UCC section if that is necessary to make clear the legal basis for an issue you are identifying, but there is no need to cite any cases, Restatement or UCC sections for basic propositions about contract law.

Do not include any additional analysis of the issues you identify in the outline. The outline itself is what will be graded. Grades (i.e., scores) will be determined based on (i) the thoroughness of the outline with respect to the legal issues identified; (ii) the thoroughness of the outline with respect to the facts and factual issues identified in connection with each legal issue; and (iii) the clarity of the organization of the outline.

Use complete sentences throughout the outline. Do not use phrases or abbreviations.

The outline should be not more than three (3) pages long, double-spaced, with 1” minimum margins on all sides, and with no footnotes. Refer to, understand, and follow the guidance regarding writing assignments on this page and on the “Important Course Information” page.

On the first page of the outline, write or print your team number and the number of the lead team member or “point person” for purposes of this assignment.

Outlines are due on Monday, September 24, 2018 no later than 3 pm. Outlines must be turned in by being uploaded to the “Contracts – Fall 2018 – Madison [or Section A]” course section of the TWEN system on Westlaw. Students are expected to prepare their outlines in MS Word. No extensions of any sort are permitted except by permission of Vice Dean Haider Hamoudi. If you have difficulty using the TWEN website, you may turn in a hard copy of the outline at the Registrar’s Window on the Second Floor of the School of Law. Please note that the Registrar’s Window *closes* at 3 pm.