ASSIGNMENT: CONTRACT ANALYSIS AND TERMS
As we discussed in class, a contract is a legally binding and enforceable promise or set of promises between 2 or more competent parties. Contracts are entered every day in business and are of significant import to most businesses.
As a legally binding instrument, the contract and its terms should be carefully evaluated and properly documented by the parties. Prior to negotiating and formalizing a contract, most prudent business managers and owners identify key risks and benefits and seek to negotiate and address material terms in their agreements.
With this assignment, you are interested in purchasing a juice shop in northeast Fresno. You have found the perfect existing business and are preparing to meet and negotiate a contract with the owner. The business is currently owned by a small corporation. For tax reasons, you believe that it is best to buy the assets of the business rather than the corporation (stock). You have scheduled a meeting with the owner of the business.
Before meeting with the owner, you will be meeting with your business attorney and intend to prepare a memorandum offering input and instructions on important terms and deal points for the transaction.
In your BA 18 class, you learned the basics of contracts and have reviewed a sample contract in a different setting (see Course Document - "Sample Real Estate Purchase and Sale Agreement"). The Sample Contract includes an outline with a listing of some of the headings for substantive terms important in a real estate transaction.
At the end of the Agreement, you have also had an opportunity to review some sample General Provisions. As you understand, these general provisions are examples of certain standard protective provisions included in many contracts, i.e. jurisdiction, venue and attorneys fee clauses.
Utilizing this sample agreement and your business acumen, you will be preparing a memorandum outlining key/material terms for this asset purchase agreement (i.e. price) and offering some input as to why each of these terms is critical and a material part of the negotiations and contract. Please also review and identify some of the General Terms that you believe that your attorney should incorporate into the Agreement. Again, explain why each of these terms is important to you in this transaction.
As we discussed with negotiations, preparation and analysis is very important.
Your memorandum should be 3 pages or less. You will be evaluated on the content and quality of your writing. Please be creative and use your critical thinking skills to identify issues and key elements in this transaction.