NEGOTIATING AND DRAFTING BUSINESS AGREEMENTS
Professor William A. Cumming
Wednesday, July 22, 1998
 
INSTRUCTIONS
 

1. The exam is open book, meaning you may consult your assigned texts, course notes and group prepared outlines, but nothing else.
 

2. If a question asks to revise the text of a document, clearly indicate what portion of your answer is the revised text and what portion is additional comments.
 

EXAM

A. Evaluate the following contract clause indicating ambiguous terms, phrases or inappropriate word choices which adversely effect the interpretation and meaning of the clause:
 

Quality. The coal to be delivered shall, in all respects, closely approximate in character and quality the coal heretofore delivered to the Gas Company by the Coal Company from its said mines and shall analyze on a dry basis approximately as follows:
 
Volatile Matter 30.00 percent
Fixed Carbon  63.25 percent
Ash  6.75 percent
Sulphur in Ash  .65 percent
 

The Coal Company guarantees that said coal, upon fair tests, dry basis, in carload lots, will not show less than twenty-eight and one-half percent (28 ½%) volatile matter, will not show more than eight percent (8%) ash, and will not show more than eight-tenths of one percent (.8 of 1%) sulphur in ash.
 

The Gas Company may test each carload of coal upon receipt at its plant, and if it shall not meet the requirements specified herein, the Gas Company shall at once notify the Coal Company of the fact and set said car aside as subject to the order of the Coal Company. If the Coal Company shall question the correctness of such test, it shall have the right to have such carload of coal tested by a competent chemist of its own selection. If the chemists of the parties disagree in the results of their respective tests, then the parties shall select a third chemist competent and disinterested in every way, who shall test said car of coal and whose determination shall be final and binding on both parties. Provided, however, that the failure of the Gas Company at any time to make such tests and to make complaint shall not estop it from thereafter making such testes and complaint of the qualify of the coal, although there may be no apparent change in such qualify.
 

B. Our client, Employee Specialists, provides employment placement services for client companies who need skilled and technical employees. The company has developed substantial proprietary information on employee assessment and evaluation when screening new candidates for potential positions. The company's copywrited systems materials match work place characteristics and objectives with employee characteristics to arrive at a best fit for a customer's particular situation. This system has been highly successful and the client considers the information and systems it has developed as proprietary.
 

The company recently hired Sam Saless to perform marketing services for the company with its existing clients and potential new business prospects. Saless has extensive experience in providing sales and marketing for temporary employment services. The company anticipates providing orientation and training on its systems and proprietary materials as a part of preparing Saless for his duties with the company.
 

The company has asked us to draft an employment contract for Mr. Saless. The company wants to have several key provisions addressed in the contract, including:
 

    That Saless is to devote his best efforts to increase the number of client businesses which receive services from the company.
     

    If he should leave the company for any reason, he would be precluded from utilizing any of the company's proprietary information in any other business venture whatsoever.

 

Please draft proposed contract language for each of these two provisions. Please evaluate what language will be adequate to express the company's concerns and to give effect to the client's wishes.
 

C. You are negotiating the resolution of a dispute over the application of a noncompete agreement with a former employee of your client. The former employee's attorney is providing you mixed messages. On the one hand, he is indicating that he believes that any disagreement about the application of the noncompete agreement should be resolved without the parties having to go to court, but at the same time he steadfastly maintains that the company's noncompete's language is entirely unenforceable and should be given no consideration whatsoever. In dealing with the attorney, you find that he is abrupt, abrasive and has thus far demonstrated little willingness to listen to the points you raise on behalf of your client. The attorney is approximately 60 years old and has been practicing for over 30 years. In addition to his terse tone, he seems to come across as becoming increasing more agitated as you attempt to discuss matters with him and refers to his client as the poor disadvantaged individual who is being bullied by your client with its substantial resources. Your information indicates that the former employee has engaged in competitive activities which appear to be quite lucrative.
 

Identify the issues presented by this situation and outline the strategies you would employ for dealing with the situation.

Doc. # 547549