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T1.

1 Instructions and Email Stove Purchase MM


7/7/15 10:39 AM
Stove Purchase Agreement
Instructions for Students
In the first major written assignment, you will prepare a draft of a
contract for the sale of a commercial oven for your client. The goals of
this exercise are:

To take business terms from a client and translate them into


contractual language using the building blocks of contracts.
To place the contract terms into the parts of a formal agreement
To begin to develop your ability to draft carefully avoiding
ambiguity, vagueness and unnecessary legalese.
To implement the clients goals and consider the issues of client
concern.
To use sample agreements responsibly. You need to understand
the business purpose and legal consequences of each provision
of a sample.

You will have the email from the client on the next page. Sample
agreements are posted on Blackboard. Be carefulthe samples are
different deals and may have mistakes. Please dont do extensive
legal research. I will be the client and can respond to questions you
want to ask your client.
For most of you, this will be your first effort at contract drafting. You
will not get everything right. Before you start drafting, consider these
steps.
1. Read the instructions and email carefully and then read them
again.
2. Answer the six questions and develop a model or diagram.
3. Select a sample you think might be helpful.
4. Revise your answers to the six questions and your models(s) and
reread the material again.
5. Do a first draft, proof it and put the draft aside.
Do a second draft and proof it. Do as many drafts as you feel you
need.
Most students report that this assignment takes 5-10 hours to
complete and at least three drafts.
Please submit your draft using Turnitin on Blackboard. Your draft should
be in Word format, double-spaced with your name, the assignment,
section and date in a header in the upper right hand corner of every
page. The page number should be placed in the footer in the lower
right hand corner of each page. Please list on a separate page the
Copyright 2015 David H. Gibbs

T1.1 Instructions and Email Stove Purchase MM


7/7/15 10:39 AM
samples on which you relied and a sentence or two about why you
chose that particular sample. For forms that were not provided on
Blackboard, in the Stark textbook, or on her website, please attach
them to your draft or email the sample(s) to me.
While the assignment is not graded other than for proper and timely
submission and following the directions, this is your chance to practice
your skills and receive feedback that will help you prepare for the
graded assignments. Good luck.
August 24, 2015
Restaurants R US, LLC
1 Greasy Spoon Lane
Orange, CA
To: Trusted Attorney Partner of Dewey Cheatum & Howe
From: B. Lowe Hard, Manager and CEO
Sale of Stove
As you know, we are upgrading our restaurants and putting in a new
stove at our Orange location near Bruxies. The manufacturer and
distributor, Allied Stoves, Inc. has offered me next to nothing for the
unit we have so I want to sell it. At an industry convention, I found an
interested buyer, the president of Pillars Pizza, Inc. S. Neak Peat
(referred to as Sneaky Pete in the business). He came over to inspect
the equipment and the paperwork, and here is what I can remember of
the deal.

The purchase price is $49,000 cash.


They will pick it up at our business in about 2 weeks and, in any
event, by the end of the month.
The unit is an Allied Super Cool Model AA with Serial number 48621-A12. We bought it new in 2008. It has a capacity 1200 BTU
and 8 burners.
I promised Sneaky that we operated it and serviced it in
accordance with manufactures specifications and the manual.
According to our records, it has not been operated more than
118,000 hours.
We will have the right to operate for 1,900 hours until the closing
but will be responsible for the maintenance and upkeep until the
closing and for delivering it in the same condition as it is in now,
except for reasonable wear and tear.
I agreed that he could conduct a final inspection at delivery to
make sure the oven is in more or less the same shape it was
when he originally inspected it.
There is no financing or lien on the unit, which is owned by our
limited liability company, Pizza, LLC, incorporated in California.
Copyright 2015 David H. Gibbs

T1.1 Instructions and Email Stove Purchase MM


7/7/15 10:39 AM
He said his company is organized in California and has its
headquarters at 1 Greasy Pizza Center, Orange CA.
I will deliver a Bill of Sale, the manual, specifications and the like
at the closing. Dont worry about the bill of sale till we get the
deal signed.
If either party welches before closing, the other need not close or
if one party breaches after closing, it can get damages.
I told him that I was selling it "as is"no warranty that it would
work.

I think with some of the forms of the last deals this should be easy and
will not take you very longdont reinvent the wheelI like the old
fashion style with Whereas clauses like merry old Englandand you
can copy the ones I already paid for. Close the deal fast and dont
charge me too much.
Thanks-- B. Low Hard.

Copyright 2015 David H. Gibbs