business law

Drafting a Legal Business Contract for the Purchase and Sale of Property

Background Facts:

You are a garment manufacturer and retailer in Los Angeles named “[ YOUR LAST NAME ] Clothing” who manufactures, distributes, and sells custom embroidered and printed clothing from your factory/warehouse/storefront building at 711 S Hope St, Los Angeles, CA 90017.

Your company’s largest customer is RE/APEX, LLC, the number one market-share real estate agency in the world, corporate headquartered at 5057 North Reapex Complex Lane, Boulder, CO 80304. REAPEX has over 1,000 franchises, with over 135,000 agents in more than 110 countries and territories globally.

You got the account through, and deal directly with, REAPEX Vice President of Global Marketing [ NAME OF AN ELAC CLASSMATE ] who you met in college. REAPEX wants to custom order distinctive colored/textured/embroidered shirts for all REAPEX real estate agents and employees to wear as walking marketing billboard/business cards for a new nationwide marketing strategy for the next year, or longer.

Instructions:

Prepare a contract for the purchase and sale of custom made [choose and insert a distinctive, impactful, striking or outlandish color/pattern/texture and style combination] polo shirts to be embroidered with the REAPEX logo to sell to REAPEX and to be delivered to REAPEX corporate warehouse located at the same business complex as their corporate headquarters.

Apply your knowledge of business, law and contracts to draft this contract. Use the company names stated in the facts section. Determine which type of business organization you are (see Ch 16, pp 498-499 Business Entities chart). Be sure to insert the business organization form in the name of each party.

Be sure to include ALL the relevant necessary contract provisions drafting the contract as state in these instructions (below). The contract must include EACH of the following provisions and clauses, as set forth, and NUMBERED, ORDERED, and DETAILED, as follows:

The Contract:

I. Introduction: In the introductory paragraph set forth the names of the parties to the written contract - buyer(s) and seller(s), and FOR EACH PARTY you must:

· State each party’s complete names, including business name and designation of the type of business entity

· Identify and clearly state the type of business organization entity form (LLC, Corporation, Limited Partnership, Limited Liability Partnership, General Partnership Sole Proprietor, etc.) for each party to the contract

· Identify which is the buyer and which is the seller

· State the nature of the parties’ relationship vis a vis each other

· State the general purpose of the contract

[5 points]

II. The specific terms of the sale including EXACTLY the following contract clause provisions NUMBERED EXACTLY AND IN ORDER as follows:

Law 1, Assignment 1

Business Contract

1. Sale of Goods and Purchase Price. (include: detailed description of the products, quantity, individual unit prices and total price)

2. Invoices, Payments (incl. late fees)

3. Delivery, Risk of Loss, Title

4. Security Interest

5. Time is of the Essence

6. Warranty (General)

7. Warranty of Title

8. Cancellation

9. Acceptance

10. Indemnification

11. Notices

12. Taxes

13. Assignment; Delegation

14. Force Majeure (Act of God)

15. Liquidated Damages

16. Arbitration and Mediation Provisions

17. Governing Law and Forum Selection

18. Service of Suit

19. Attorney Fee Provision

20. Severability (of individual provisions)

21. Entire Agreement (Integration Clause statement that contract constitutes entire agreement)

22. Counterparts

Hint: Use the SAMPLES of Contracts Clause Provisions and Contracts for the Sale of Goods (WORD document) attached with this assignment. You may use individual clause provisions or clauses from the various contracts in the samples provided to complete your business contract assignment. You may also perform internet searches to find the business contract language to compose your contract if you cannot locate an appropriate clause in the SAMPLES.

[25 points]

III. Signatures blocks of authorized signatories. You must include the names and official titles typed in showing the parties where to sign the document with a line for authorized signors to write their signature and and a date line for the signing date.

· State each individual signor’s name for the person signing on behalf of the buyer’s business.

· State each individual signor’s name for the person signing on behalf of the seller’s business.

· State each signer's official title for the company next to, or underneath their name (eg. Vice President of Global Marketing, Managing Partner, Managing Member, President, CEO, Sole-Owner, depending on the type of organization).

[5 points]

Follow up Questions (submit separately from the contract) - Answer the following questions about the contract:

1. What are Arbitration and Mediation Provisions, and why are they important?

2. What are Governing Law and Forum Selection provisions, and why are they important?

3. What is an Integration Clause, and why is it important?

[15 points]

Format: Your assignment should be typewritten with your name and class section number at the top. Upload as a PDF, WORD, or TXT file.

Due date: This assignment is due by Monday, May 17, 2021 at 11:59pm.