Your torts paper doesn’t provide any of the information that this assignment required. There’s not a single reference to the Hypo fact pattern. I would encourage you to resubmit your work by the late submission deadline (Oct. 22) to receive a different score — if you do so, I will grade the resubmission a new and reduce your score by 20 points, which is the late submission policy.
It’s 3 A.M., and Sally is Face-Timing you. Fortunately, you were up slugging away at your coursework and tying up some loose ends for the project. After receiving the Marketing Study for the property in Boca Raton (PDF)
Download Marketing Study for the property in Boca Raton (PDF), Sally asked if you could review the market study immediately because it looks like a hot property and will probably not be on the market for long. She instantly jumps in, saying, “Look! I found a whole bunch of stuff that we need to review.
Sally specifies that she has read the material and has a better idea of analyzing the ROI. The luxury building is in a great location and has had an extensive renovation. The current restaurant tenant operates 24 hours a day, seven days a week. Sally points out that it’s a free-standing building with a total of 7,615 square feet and 6,000 square feet has air conditioning. Also, there is a 1,615 square foot outdoor covered patio and deck for outside dining. The property can seat 259 inside and outside, 93 parking spaces, and covered patio seating with a full bar and wine case setup.
There is even a dining room kitchen with a hood, a separate chef’s kitchen with a hood, and the mainline kitchen with an on-demand hood. The hood is critical because it contains fire suppressant equipment. Sally states that the three kitchen locations are an added benefit that will permit high-end customers special catering for her inner circle dining parties on the dining room floor. Having the hoods already installed saves a lot of money and may avoid major inspections by the city. If the fire hoods are not functioning correctly, the startup costs could skyrocket and delay the opening. Sally wants us to add that issue to the list to discuss with the owner. She also suggests we determine the effect of the current tenant deciding to hold over beyond the term. The broker was, after all, not too definite about the move-out date, and he only stated that the building was under lease by the restaurant tenant until July or August of this year.
She also points out that the market study specifies that the purchase price is $5,995,000. Sally states that there is also an option to lease the building under an NNN lease arrangement at $35,000 monthly rent plus $4,200 in property taxes monthly. Sally wonders out loud whether there was a potential for incurring other charges.
The broker provides you with three possible agreements: Contract for Sale of Commercial Property, Commercial Lease Agreement, and Triple Net (NNN) Lease Agreement. Analyze the terms and conditions of each agreement and their impact on your business plans. Redraft clauses based on changes you would like to make to your business plan’s long-term goals; fill in missing or blank sections and information; change any term or add clauses to match your goals. Make a list of the issues to discuss with the broker to negotiate favorable terms in the revisions you suggest. You will need this list and any changes for future assignments.
Review and complete the following agreements using all of the facts available and your understanding of the three transactions’ effect on your plans as presented in the case study. Complete all documents using the facts from the case study. Make all changes using a contrasting blue font.
Contract of Sale of Commercial Property (DOCX)
Commercial Lease Agreement (DOCX)
Triple Net (NNN) Lease (DOCX)
Your research has produced the following information to analyze options in property transactions. Review the following for information and general references:
Considerations for the Terms Needed in the Sale of a Commercial Property (Baker Donelson)
The Purchase and Sale Agreement (Clark Wilson) links to an external site. – addresses various contract paragraphs and types of revisions available.
Digital Commons Contract Tips (University of Tulsa)
Sally calls about an urgent issue with her catering company contract with the federal government. Her usual supplier was hospitalized and could not ship her weekly order to service her military accounts. General Messhall told Sally to contact a different supplier to fill the order. Sally faxed her standard pre-printed order form to the new supplier for $17,642.54 worth of goods. The order form contained the foodstuff, quantity, payment terms, the amount listed on the front, and the usual boilerplate terms on the back. Within two days, Sally received the order from the substitute supplier. The supplier also sent his pre-printed invoice form with the supply delivered on the front and different boilerplate terms than Sally’s invoice on the back that also contained a payment term penalty. Jack’s business form included a price of $20,642.54, a three-thousand-dollar price increase over Sally’s invoice. When Sally received the goods the next day, she immediately put them in cold storage. That same day Sally received a call from someone who identified himself as “Jack, the Substitute Supplier.” Jack stated, “Hey! This is Jack, the Substitute Supplier. I want to inform you that your payment for the shipment is overdue, and because you’re late, the rate is an additional $3,000 per day plus the base price.” Sally said Jack told her to review his invoice which stated that a penalty of $3,000 per 12 hours default nonpayment surcharge attaches for late payments.
Sally retorts, “Yeah, well, I don’t accept.” She instantly retrieved his invoice, read the terms on the back of the invoice, and realized that the supplier’s form had payment terms demanding payment for delivery of goods within 12 hours of delivery. That calculated out to be $6,000 over her regular invoice price and another $3,000 due in 12 hours. Sally noted that her form had a different term for payment that gave her 30 days net payment. Jack, the substitute supplier, told Sally before hanging up that if he doesn’t receive his cash, plus any penalties due, Jack would immediately file a lawsuit for breach of the terms of his delivery order.
Sally retrieves her form and compares the two order forms side by side. She notes a substantial difference in the boilerplate terms but notes other conditions are similar but noticeably different enough to make the effect substantially unfavorable to her. Jack’s form matched the goods requested, listed the correct quantity, and the delivery terms were the same as her form required. Jack’s standard terms (often called “boilerplate”) were utterly unreasonable and one-sided, not matching hers at all. He had the right to substitute non-conforming goods and did not warrant the quality of the products. Jack’s PO stated that if a dispute arose between the PO’s terms, the merchants must pursue resolution through Alternative Dispute Resolution (ADR), mandated arbitration. Jack’s PO also stated that if the dispute involved interpreting a price term, Jack could sue in Federal Court in his state based on Diversity of Citizenship. Since the issue involved pricing, Jack could file a suit immediately.
Between merchants, it is customary to use purchase and acceptance order forms for commercial transactions involving the sale of goods without a negotiated signed contract. PO’s are standard printed forms that contain boilerplate terms and a few essential terms directed at commercial goods. They are fast and easy to use and designed to cover essential information and requirements of merchants. Contracts take time, and the process does not always result in an agreement, nor are contracts completed on time once the lawyers are involved. With merchants, time is of the essence; they need it now! While written by a lawyer, purchase orders do not have transactional legal oversight, especially when crossing PO’s, one from merchant buyer and one from merchant seller. As a result, the merchants don’t end up with signed contracts. The question is, at what point is a contract formed, if at all, and what are the terms? PO disputes continuously end up in litigation. These cases are very fact-specific, resulting in the specific transaction in question. The ultimate issue with competing PO forms with different essential terms is what’s enforceable considering the content of both forms.
Sally believes she is in the right because it was her order and invoice. She states she never agreed to the terms of his invoice nor accepted the goods. It appears Jack has agreed to her terms because he sent the supplies. His demands are troubling because he added unacceptable pricing terms.
Based on Sally’s information, prepare an IRAC formatted response outlining the issues and answering the questions below within the IRAC analysis form (DOCX
analysis form (DOCX).
What are the elements needed to form a contract?
Is an agreement to meet in the park at noon enforceable? Why? Why not?
What is a Purchase Order?
How would you characterize the terms of a Purchase Order?
Is there a difference between a purchase order (invoice) and a contract? If so, compare the two instruments and outline the difference between the two. Please outline the advantages and disadvantages of each.
Are purchase orders controlled under contract law or the Uniform Commercial Code (UCC), or both?
How many transactions are there under the UCC case study facts, one or two? Explain?
How or when is an enforceable agreement formed in contract negotiations? At what point, with a purchase order (invoices), is an enforceable agreement established under the UCC? Is there a binding agreement in the Sally/Jack case? Why or why not?
What facts are in Sally’s favor of canceling the order? List them supported by the facts and the applicable statutory sections.
What facts are in Jack’s favor in enforcing payment? What sections of the UCC support Jack’s arguments?
In contract law, you must have a “meeting of the minds” as part of an enforceable agreement. Another element requires that the acceptance must match the offer. What is this contract rule called?
Common law contracts require that acceptance must not add or change any terms of the offer. What is it called when an acceptance of an offer changes terms of the offer?
In the Sally/Jack case, is there a “meeting of the minds” under the UCC when the merchants use invoices that differ in terms? Explain why or why not. What UCC sections support your answer? List the code sections and summarize applicable parts.
Have Sally and Jack formed a contract under the facts? If so, what terms are enforceable, and what UCC sections support your answers? How should this dispute be resolved?
Which facts and code sections would support the position that Sally did not accept the goods? List the facts and summarize the applicable code sections.
Read the attached article on an intervention startegy in Gainesville Florida. Then respond to the following questions:
What is your opinion of the methodology used to develop the intervention that was employed to reduce the convenience store robberies?
This is a 1985 article, would the strategies discussed be applicable today.
Could you use this methodology for other crime problems?
Gainesville FL Convenience Store Robberies.pdf