...INTRODUCTION We have discussed how to analyze and apply legal authority. We have also discussed how to write a case brief, which law students usually write for their own use. Most legal writing, however, is done to communicate with others. As a law student (and new lawyer), you will receive legal problems and will be asked to analyze the problem and write up the results of that analysis. The typical vehicle that lawyers use to do this is the legal memorandum. When you write a memorandum, you will make use of the several analytical skills you have been developing. This handout explains the form and content of a legal memorandum. II. PURPOSE OF A MEMORANDUM A legal memorandum is a document written to convey information within a law firm or other organization. It is a written analysis of a legal problem. The memorandum is usually prepared by a junior attorney or by a law clerk for a more senior attorney early in the firm's handling of a legal dispute. The writer analyzes the legal rules that govern the issues raised by that problem and applies those rules to the facts of the case. These memoranda prepare attorneys to advise clients how to proceed, if at all, with prospective business dealings or litigation. The memo must be complete and objective including both the rules and facts that help the client and those that do not. In concludes with a considered opinion of the likely outcome on each issue. The attorneys will then use the memo to understand the issues that the case raises,...
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...Contract Risk and Opportunities Memo University of Phoenix MEMO TO: Citizen-Schwarz AG FROM: Michael R. Dillon, Span System DATE: December 2, 2009 SUBJECT: Contract Creation and Management This memo is regarding a contract between Span Systems, a company that creates software, and Citizen-Schwarz AG, a large German bank. This memo will examine the contract issues in the Contract Creation and Management Simulation (Contract Creation, 2009). The memo will examine steps managers can take to decrease risks, resolve conflicts between the two parties, and take advantages of business opportunities. A contract is formed when two parities make an agreement to do certain acts in exchange for the other person’s acts. Each person makes a promise in exchange for the promise of another person. A contract can be verbal or written. It can be formal or non-formal. A contract must have the following three elements: offer, acceptance, and consideration (Jennings, 2006). One of the leading causes of business disagreements is the interpretations of contract terms. A contract is binding on the parties and can force the parties to perform. Disputes over a contract can lead to decrease production and expensive legal fees. To avoid these issues, it is important for both parties to make sure all contract terms are addressed, read the contract carefully, and make necessary changes before signing (Goldberg, 2008). The contract is for Span Systems to create custom e-banking software...
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...ASSIGNMENT ON COMMERCIAL LAW ASSIGNMENT ON COMMERCIAL LAW CHAPTER-1&2 CHAPTER-1&2 12.What are the effects of the memorandum and the article after they are registered THE LEGAL EFFECTS OF THE MEMORANDUM The Contractual Powers of a Company A Company or a Corporation is an artificial person created by law. It is a legal person capable of suing and of being sued. But the contractual powers of a company are limited in two ways : (i) natural possibility and (ii) legal possibility. (i) Natural Possibility The fact that a company is an artificial person leads to the result that a company must always enter into contract through agents, (ii) Legal Possibility A joint stock company cannot enter into any contract the object of which goes beyond the memorandum of association of the company. A statutory corporation cannot enter into any contract which is beyond the scope of its powers as laid down in the statute by which it was created Forms of Contracts and Deeds of a Company The Doctrine of Ultra Vires The Memorandum of Association determines the constitution and the powers of ‘the Company. It was observed by Lord Selbourne that the memorandum is the Company’s “fundamental and unalterable law”. ‘A Company is incorporated only for the objects and purposes expressed in the memorandum. Any act purported to be done by the Company which is beyond the scope of the functions of the Company...
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...Writing Instructions Prepare a standard memo (approx. 1 to 1½ pages, single spaced) in response to the writing situation below and submit it in hard copy in class and as an electronic copy to the Turnitin link for Assignment #1 in your Assignments folder. For a review of memo format, refer to the style sheet posted to your Assignments folder. Writing Situation You are the Research Business Manager for Dalhousie University. One of the university’s scientists, Dr. Melinda Chen, has, as the Principal Investigator, signed the research contract (the “Research Contract Template” .pdf document found under “Preparation for Assignment #1” in the Assignment folder). The contract is between Dalhousie University and Company ABC. Dr. Chen is an untenured Assistant Professor in a STEM discipline and is in the early stages of her academic career. She has received funding for this research project but has limited experience of legal agreements such as the one she has signed and she finds its language ambiguous and problematic. In other words, such is a specialist when it comes to her discipline but a layperson in terms of her understanding of legal language. Violating terms of the agreement could have serious consequences for Dr. Chen, however. Dr. Chen has produced some interesting results from this funded research and would like to present the results at an upcoming academic conference. The conference takes place in four months. She has asked you to explain what she must do...
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...451 452 CHAPTER OVERVIEW The IRAC chapter focuses on the writing style used for the discussion portion of the memo. IRAC is an acronym for Issue, Rule, Application, Conclusion. These are the building blocks of a memo’s discussion. You will learn to identify issues and applicable legal authority. You will also learn how to extract the legally significant facts and apply them to the relevant law to draw substantiated conclusions. You will learn to identify effective IRAC use by dissecting discussions and labeling the IRAC components, and you will learn to draft IRAC sequences as well. 445 446 CHAPTER 22 / THE IRAC METHOD A. PURPOSES OF IRAC ! What Is IRAC? IRAC stands for Issue, Rule, Application, Conclusion. IRAC is the architectural blueprint for the discussion portion of a legal memo. It gives legal writing continuity and clarity and organizes the contents of the discussion. IRAC provides legal support and analysis for the issues posed by the problem and guides the writer toward a well-supported conclusion. IRAC benefits both the writer and the reader because the components are essentially a checklist designed to ensure that the discussion is analytically well thought-out and that it contains the necessary legal authority. IRAC is very important because it lets the reader see the particular legal point being addressed, the relevant legal rule, the application of the law to the facts, and the conclusion. It is formula writing in the same way that formula...
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...Recognizing Contract Risks and Opportunities Jennifer Breeden Law/531 Business Law March 6, 2011 Monica Cosentino-Benedict Recognizing Contract Risks and Opportunities MEMO To: Span Systems Management From: Jennifer Breeden Date: March 6, 2011 ------------------------------------------------- Subject: Recognizing Contract Risks and Opportunities The purpose of this memo will be to analyze the recent contract between Span Systems (Span) and Citizen – Schwarz AG Bank (C-S). This contract’s purpose was to have Span build a transaction processing-based software system for C-S and in return C-S would pay $6 million dollars (University of Phoenix, 2002). These two companies come up against many disagreements about the language and meanings of the contract. In the end, Span worked very hard to renegotiate the clauses of the contract to continue a positive working relationship with C-S. This memo reviews the legal risks, liabilities, and opportunities that occurred during this process to make future business with C-S and other companies to come more enjoyable for both sides. Risks and Liabilities A breach of contract is the first accusation C-S made of Span, which starts the list of risks and liabilities. C-S said that the deliverables were below the standards agreed upon and were not delivered on time. C-S claimed that Span was producing deliverables of substantial performance, meaning that they were below standards set up in the contract. Span could have...
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...A Timely Analysis of Legal Developments ASAP Recent USCIS Memo on Employer-Employee Relationship Requirements for H-1B Visa Petitions: Regulation by Memorandum? By Jorge Lopez, Shin-I Lowe and Neil Grindstaff ® In This Issue: March 2010 The USCIS recently issued a guidance memo to its adjudication officers, “Determining Employer-Employee Relationship for Adjudication of H-1B Petitions, Including Third Party Site Placements.” The Memo clarifies what constitutes a valid employer-employee relationship, in the context of petitions for H-1B visas, which are commonly used by IT staffing agencies and consulting groups for placing skilled workers at third-party worksites. Donald Neufeld, Associate Director or Service Center Operations for the United States Citizenship and Immigration Service (USCIS) recently issued a guidance memo to its adjudication officers, “Determining Employer-Employee Relationship for Adjudication of H-1B Petitions, Including Third Party Site Placements” (“Neufeld Memo” or “Memo”). The Memo clarifies what constitutes a valid employer-employee relationship, in the context of petitions for H-1B visas, which are commonly used by IT staffing agencies and consulting groups for placing skilled workers at third-party worksites.1 On February 18, the USCIS held a “Collaboration Session” in Washington, D.C., to address the growing concerns about the implications of the Neufeld Memo. Approximately 500 people (400 via teleconference) attended the two-hour session...
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...Strat. Assuming BTT and Chou have a contract, and BTT has breached the contract by not distributing the game, discuss what remedies might or might not apply. * Explain your answers and refer to Section 7-6 in Ch. 7 for support.Submit your answers. | 1. At what point, if ever, did the parties have a contract? After reading the scenario, I believe there was a contract when BTT sent an email to Chau referencing the intital terms of agreement. Here’s the verbage from the scenario… “a BTT manager sent Chou an e-mail with the subject line “Strat Deal” that repeated the key terms of the distribution agreement including price, time frames, and obligations of both parties.” This is where the deal became legal binding. 2. What facts may weigh in favor of or against Chou in terms of the parties’ objective intent to contract? Mutual Assent. Both parties had verbally agreed to the deal. A reasonable person would have assumed the deal was going to go through because BTT paid Chau 25K for negotiation rights for a 90 day period. At this point there was an enforceable agreement between Chau and BTT. 3. Does the fact that the parties were communicating by e-mail have any impact on your analysis in Questions 1 and 2 (above)? According to USS Rule 2-204, “A contract for sale of goods may be made in any manner sufficient to show agreement, including offer and acceptance, conduct by both parties which recognizes the existence of a contract, the interaction of electronic...
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...Overview of Employment-At-Will and Exceptions to the Rule At-Will Presumption Employment relationships are presumed to be “at-will” in all U.S. states except Montana. The U.S. is one of a handful of countries where employment is predominantly at-will. Most countries throughout the world allow employers to dismiss employees only for cause. Some reasons given for our retention of the at-will presumption include respect for freedom of contract, employer deference, and the belief that both employers and employees favor an at-will employment relationship over job security. At-Will Defined At-will means that an employer can terminate an employee at any time for any reason (except an illegal one), or for no reason without incurring legal liability. Likewise, an employee is free to leave a job at any time for any or no reason with no adverse legal consequences. Exceptions to the At-Will Presumption Common Law • Public Policy • Implied Contract • Implied Covenant of Good Faith and Fair Dealing • Tort-Based Claims Limiting At-Will Employment • Promissory Estoppel Statutory • Illegal Discrimination • Retaliation (whistleblowing) Introduction to case study As a manager and supervisor of an accounting department, discuss the following issues related to the employment-at-will doctrine and liability of an employer based on actions and responses to the employee’s behavior and actions. Jennifer, a recent graduate, has recently been hired by your accounting firm out...
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...Recognizing Contract Risk and Opportunities Memo Law 531 Charles Cook January 31, 2011 Recognizing Contract Risk and Opportunities Memo DATE: January 31, 2011 TO: Kevin Grant Harold Smith Leon Ther FROM: Michelle Boldt RE: Banking Software Contract Issues Due to recent negotiations with the binding contract between Span Systems and Citizen-Schwarz AG (C-S), necessary changes have come to light. After thorough discussions between myself , Span Systems legal team, and CS's negotiator, Leon Ther, three major amendments within the contract have been agreed upon. Contract clause breaches Performance While performance has been under par in relationship to C-S's requirements, debate over the additional changes within the product specifications have clouded efforts. Communications and Reporting The change in project management disrupted the flow of work in respect to communication and project expectations. While it was a deficiency on Span's ability to work continuously through the changes, with the weakness identified and addressed, this issue can be corrected and avoided in the future. Requirements Changes In the recent past, C-S presented numerous changes in specifications, time requirements placed additional hardships on the production and design team. Thus, disrupting the agreed upon time frame. Legal principles The majority of clause issues within the contract revolve around a lack of communication. While Span addresses...
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...Origin of contract Contract act 1872 Extends to all Pakistan DEFINITION (1)Between two or more than two parties\persons (2)To do or not to do any particular thing (3)Enforceable by law (4)Creates obligation between the parties \persons COMMUNICATION\REVOCATION\ACCEPTANCE COMMUNICATION (1)Offer or proposal (notice to other party) (2)Acceptance REVOCATION (1)Cancellation (2)Mode of Revocation of proposal (a)By written notice or by conduct (b)By failure to fulfill any condition relating to contract (c)Death of either party (d)Lapse of time (e)Operation of law (f)Refusal by offeree ESSENTIALS OF A VALID CONTRACT (1)Agreement (2)Legal Relationship (3)Competent to contract (4)Free consent (5)Consideration (6)Not expressly declared void (7)Legal objects PERFORMANCE OF THE CONTRACT (1)Contracts which must be performed (2)By whom contracts must be performed (3)Time and place for performance (4)Performance for Reciprocal promises (5)Contracts which need not to be performed DISCHARGE\BREACH OF CONTRACT (1)Whoever...
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...of the Federal Acquisition Regulations (FAR) “prescribes [the] policies and procedures governing competitive and noncompetitive negotiated acquisitions.” One component of negotiated acquisitions that occurs early in the acquisition process is the solicitation of proposals. FAR 15.201, titled, “Exchanges with Industry before Receipt of Proposals,” regulates the type and manner of communications, also sometimes referred to as exchanges, which can – and cannot – take place between the Government and potential suppliers prior to the receipt of a potential supplier’s proposal and the subsequent award of a contract. This paper will address a few of the various types and formats of exchanges that might occur between the Government and potential suppliers prior to the Government’s receipt of proposals, and the manner in which some of these exchanges are to occur; some of the legal, regulatory, and logistical considerations that a Program Manager, Contracting Officer, or other Government participant in the acquisition process might need to be mindful of when conducting discussions; and the diligence and care that must be utilized by the Government team members when conducting exchanges with potential suppliers before the receipt of proposals in order to avoid issues that may arise later in the procurement process. Exchanges of information can take place either before, after, or both before and after the official release of a solicitation. However, if an exchange occurs after the...
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...Memo I wanted to bring to your attention a memo I received from quality control and the proposed solution. Quality control sent a memo out Monday regarding toy whistles: lots 436 to 449. While the toys were going through the required inspection, the whistles were found to contain a higher content of lead then what is required by the U.S. regulations for children. These whistles fall under the elementary toy division and were made to complete an order that would be shipped to South America at the end of the week and the cost of remaking the product would be $100,000. Three solutions were proposed: cancel the shipment to South America, ship the half completed order and then send the final parts after they are fixed, or ship the toys to an area with less strict criteria. A1. Present 3 possible decision alternatives A1a. Alternative Process Human Resources has taken the best interest of the company and has concluded on three decisions to resolve the issue presented by quality control. This company understands that making a good decision does not end with making the decision, but also needs follow-up. As presented in the Task 2 Webinar there are Decision Models that can be used to aid in identifying, processing and evaluating any decision (Jewell, 2011). The Third Decision Model was used to aid HR in the three options presented in this memo. The toy company has lost revenue on a shipment of toy whistles. The company has to decide how to resolve the loss in revenue while keeping...
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...Recognizing Contract Risk and Opportunities Memo Cliff Brown Business Law 531 April 6, 2011, 2011 Chris Phan Memo To: Span Systems Management From: Manager Date: April 06, 2010 Subject: Recognizing Contract Risk and Opportunities Management Team: There is grave concern with respect to the contract between Span Systems and Citizen-Schwarz and its ability to remain unharmed. The organization has made the decision to guarantee that this project gets done promptly and with first-rate quality of the outcome to enable Span’s opportunity of getting C-S’s e-CRM order. The accomplishment of acquiring the next contract with C-S is relies heavily on the current project’s status. The company is committed to getting this project finished affably between each party. The performance within the contract is one of the issues within the project. C-S’s position is we are late on schedule and our product deliverable is not the best of in quality as forecasted by C-S. The language of the contract maintains that C-S may not repeal the contract if greater than 50% of the project schedule has passed; however, C-S is demonstrating that the performance within this period has indicated the quality of product deliverables is inadequate and consequently it is within their rights to assert that we have not significantly executed. The project management team at Span will argue against this claim due to the amplified change of end user obligations. To rectify this, we have...
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...Recognize Contract Risk and Opportunity Erica D. Thomas LAW/531 June 7, 2010 Craige Harrison Recognize Contract Risk and Opportunity Contracts, no matter how large or complex, are promises negotiated between parties and should be written to ensure business agreements are fulfilled by both parties. Clarity of purpose is the hallmark of successful contracts because contracts are never free of interpretation (University of Phoenix, 2010) and poorly written contracts can ultimately result in breach of said contracts. In today’s market, businesses need ways to ensure that contract risk and liabilities are minimized and remedies to these risks are maximized and beneficial to all parties involved. In this memo, I will identify the legal risk and opportunities of Span Systems and Citizens-Schwarz (C-S), address how managers can avoid risk with contract issues, minimize liabilities, and benefit from additional opportunities identified. Span Systems and Citizen-Schwarz AG (C-S) entered into a 1 year contract worth $6 million and if Span Systems can deliver on this contract our company stands to gain an even bigger contract for C-S’s e-CRM order, which is coming down the pipeline, however, in order for us to secure this contract our company must meet and exceed performance standards with the current contract. Currently our proceedings concerning our contract with Citizen-Schwarz (C-S) has not gone as planned and Leon Ther, C-S’s lead negotiator has demanded immediate transfer...
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