Tiffin University Law Asset P

Contract Drafting Assignment

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Purpose of this Assignment:

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  • To become familiar with the different parts of the contract
  • To determine the essential terms needed in a contract
  • To help you evaluate whether a contract is beneficial to you
  • To think about language that is necessary to protect your interests in contracts

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Assignment:

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Dunder Mifflin, Inc. is a publicy-traded paper company headquartered in New York City, New York.Dunder Mifflin (“DM”) recently had three of its employees (Pam Beasley, Ryan Howard, and Michael Scott) resign and create a competing paper company, the Michael Scott Paper Company, Inc, (“MSPC”) a corporation located in Scranton, Pennsylvania.Michael Scott is the sole shareholder of MSPC.Since its inception, MSPC has been successful in stealing many of DM’s clients.Because of the success of MSPC, DM has offered to purchase MSPC for $60,000.Although reluctant, MSPC has agreed to sell its company to DM.

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You are representing DM and are tasked with drafting the Asset Purchase Agreement for the purchase of MSPC by DM for $60,000.David Wallace, Chief Financial Officer of DM, is your primary contact at DM and has given you the following guidance in drafting this agreement.

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  • Parties
    • Dunder Mifflin, Inc. = Purchaser
    • Michael Scott Paper Company, Inc. = Seller
    • Michael G. Scott = Shareholder
  • Assets being purchased
    • All customer lists, accounts and contacts of MSPC
    • All customer contracts of MSPC
    • All intellectual property, copyrights, patent rights, trademarks, tradenames, etc., specifically including the website domain names of (www.michaelscottpapercompany.com) and (www.wuphf.com)
    • All paper inventory
    • All computers and office equipment of MSPC
  • DM will pay $60,000 to MSPC for the purchase of the assets of MSPC
  • David Wallace would like DM to be able to perform Due Diligence and inspect the business and financial records of MSPC.
  • MSPC and Michael Scott will indemnify DM but he is not sure what all they should include?
  • David Wallace is concerned about a few items with MSPC and would like them to be covered in the Representations and Warranties section.He instructs you to ensure the language in this section protects DM completely.He knows a few items should be included like MSPC being a valid corporation, there are no undisclosed liabilities, and that the financial statements are correct.But, he asks for your suggestions on what else to include.
  • General Provisions
    • New York law applies
    • David Wallace wants your opinion and guidance on how to handle and breach/disputes involved with this agreement: mediation, arbitration, etc.?
    • David Wallace does not want this agreement to become public knowledge or be disclosed to anyone (unless required by law).Is there language you can add to the contract?
    • David Wallace does not want this agreement to be terminated without written notice provided
    • This agreement is the entire agreement between the parties
  • Signature
    • David Wallace, CFO will sign for Dunder Mifflin, Inc.
    • Michael Scott, President and CEO, will sign for MSPC
    • Michael Scott will sign individually for himself

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David Wallace wants the contract to be short and sweet.The main portion of the contract should be no more than EIGHT pages.This does NOT include the Title Page or Signature Page. So, the total document should be a maximum of 10 total pages in length, 1½ line spacing, twelve (12) point Times New Roman font. The contract is worth a maximum of 150 points. With this assignment you will be required to make-up addresses and other relevant details to complete the contract. The expectations for this assignment are high as to the contract terms, grammar, punctuation, etc.

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Word of Caution: This contract assignment is an individual assignment. Do not share your contract with another student or ask another student to share their contract with you.If you share your contract with another student in class, the instructor has the discretion to give you a zero on the assignment.

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You are welcome to look at other contracts on the internet, in your textbook, and at your work for their verbiage. However, I expect you to put the contract language in your own words, not just cut and paste terms from other contract.

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