Writing assignment #2

Drafting a contract for the sale of personal property

Hypothetical Situation:

Your sister's quinceanera is coming up on Saturday, January 11th and you are contracting with a dress shop to make and sell you a custom made dress for her to wear at the celebration. You have designed and sketched the dress yourself, and are providing the shop with your sketch.

Use your knowledge of business law and contract law to draft an agreement between you and the shop. It is up to you to decide the name of the shop, and the form of the shop's owner. The forms of ownership are described in Chapter 16 of our text (including sole proprietorship corporation, general partnership, limited partnership, limited liability partnership,etc.).

Below is a list of all of the required components of the contract, as well as the possible point value available for each component. When relevant, I included a reference to the page number(s) in our textbook that address the respective component. You may also rely on the sample agreements I distribute, as well as internet searches, to help you draft the required provisions.

It is up to you to fill in the facts of this hypothetical situation. For example, you get to decide the price of the dress, and which laws of which state will apply in the event a dispute arises

regarding the contract.

There is no "right answer" in terms of the facts. If you include the applicable provision, you will earn the available points.

Your work product must be typewritten and must include your name and section number There is no page minimum or maximum.

The remainder of this document is a list of provisions that must be in the agreement, in the

EXACT numbered order listed below. Please follow this EXACT format.

Introductory paragraph. This paragraph must identify the parties of the contract including

you, as an individual, and the name of the shop and its form of ownership. You must also

include the addresses of both parties (fictitious addresses are recommended), and the name and title if applicable (such as CEO) of the persons signing the contract on behalf of the parties. (3 points)

1. Sale of Goods and Purchase Price (what is being sold and for how much?) (2 points)
2. Incorporation by Reference (p.342) (The sketch of the dress!No need to attach a sketch for the purpose of this assignment) (1 point)
3. Delivery/Title(When and where will the finished product be delivered? Will title pass upon delivery?) (2 points)
4. Payment (when is payment due and is it due as a lump sum or in installments?)(2 points)
5. Conditions

a. Satisfaction Clause (p. 323-24) (2 points)

b.Time is of the Essence (324-25) (1 point)

1. Warranties (the dress is being sold "as is") (1 point)
2. Assignment (p.347-48) (1 point)
3. Integration Clause/Entire Agreement (p.344) (1 point)
4. Act of God/Force Majeure (p.366) (1 point)
5. Liquidated Damages (p.392) (1 point)
6. Choice of Law/Governing Law(p.57) (1 point)
7. Choice of Forum/Forum Selection (p.57-58) (1 point)
8. Arbitration/Mediation(p.98) (2 points)
9. Attorney's Fees (in the event of a dispute, who is responsible for paying for the parties attorney's fees?) (p.28) (1 point) 2020.05.15 22

Signatures of the parties. Include signature blocks of the representatives who will sign the

contract. This includes a line for the parties' signatures as well as their names in typed print underneath the signature line. Please also include a space for the signatories to indicate the date of their signature. (2 points)

Required Reading Materials:Huber & Tyler,"California Business Law and Legal Environment",

5th EditionISBN-13:978-16-2684-031-7.