Draft Annotated Letter Agreement

Draft Annotated Letter Agreement Instructions

The Contract Review and Annotation assignment provided an opportunity for you to see what a contract looks like,think about the legal rules of contract law at work in an agreement, and annotate an existing contract to consider its strengths and weaknesses. The Draft Annotated Letter Agreement gives you a chance to apply your knowledge of contract law and legal drafting in a creative process: drafting a letter agreement and an accompanying office memo explaining the content of the letter agreement. Assume you work for an employer and have been asked to draft a letter describing the terms of a proposed employment agreement on behalf of an employer to a newprospective employee. The letter will take the form of a standard professional letter, include an initial paragraph describing the nature of the proposed agreement, and then include numbered paragraphs, each identifying the distinct terms of an employment agreement between the employer and the employee based on the fact pattern below. At the conclusion of the letter, you must prepare a signature line for a representative of your employer, followed by a signature line for the prospective employee to sign. The rest of the content of the agreement is up to you, but do your best to anticipate all of the legal issues that need to be addressed, draft your agreement for clarity and consistency, and ensure the agreement is well-organized.

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The letter agreement must address the following topics, but may address more, if you elect to:

  1. The term (or time period) of the agreement
  2. A description of the responsibilities of the employee
  3. A description of the responsibilities of the employer
  4. A provision describing the actions that will constitute a default under the agreement
  5. A liquidated damages provision
  6. Payment of weekly wages and bonuses
  7. A provison that excludes prior agreements or negotiations between the parties.
  8. Any other provisions you believe are prudent to include in the letter agreement.

The letter agreement mustbe 2–3 pages. Use numbered paragraphs and headings to organize the agreement, ensure clarity of the terms, and provide references for the office memo you will draft accompanying the agreement.

Once the letter is completed, draft an office memo to your instructor.The memo must be 2–3 pages. In the memo:

  1. Fully explain why each paragraph included in the letter agreement is legally significant, i.e., what the contract lawpurpose of the paragraph is and what specific contract law legal rules or concepts learned in this course are at work in the paragraph. Do not discuss rules or regulations not covered in this class.  At a minimum, you must discuss the following legal issues:
    1. Manifestation of assent and the role of offer, acceptance, and certainty.
    2. Consideration
    3. The Statute of Frauds
    4. Express conditions, Substantial performance, and material nreach
    5. The Parol Evidence Rule
    6. Remedies for breach, including liquidated damages
    7. Any other contract law issues you perceive to be implicated in the agreement you draft.


  1. Provide authority for any legal rules or concepts you identify at work in each paragraph. You must cite to your textbook or the Restatement (Second) of Contracts for your authority;
  2. Cite any sources, in current Bluebook format, that you have relied upon for either drafting the language in your memo or as legal authority for the choices you made in the memo;
  3. Explain why you drafted each contractual term the way you did, i.e., why you think the term(s) in each paragraph is/are good for the employer and reasonable for the employee to agree to.

For purposes of drafting the letter agreement, you may use outside sources, contract forms, or sample letter agreements that you might discover in outside research; however, you must fully disclose all sources you use to inform how you draft your letter agreement by citing them in your accompanying memo. While you may use outside sources to find ideas and even sample language for your letter agreement, the office memo must be entirely your own work product.

For purposes of this assignment, assume the following facts:

You are employed in the Human Resources department at Carbolic-Oceanic, Inc. (“COI”). COI’s headquarters is 1040 County View Road, Arlington, Virginia, 29429. COI’s business centers around the sale of wireless internet connectivity systems, primarily used on ocean-going vessels. Cargo ship operators make up 95% of COI’s customer base. You have been asked to prepare a draft letter agreement for review by the directors of Human Resources. The purpose of the letter agreement is to provide it to a sales representative that COI hopes to hire to play an important role in the COI sales force. The employee’s name is Izabelle Rudolph. Her address is Unit 23, 1000 Integrity Circle, Mount Pleasant, South Carolina, 29451. Ms. Rudolph has been in communications with COI to discuss leaving her current position with a competitor to work for COI and exclusively cover what COI calls its “Eastern Seaboard” business territory, which includes the states of New York, New Jersey, Delaware, Maryland, Virginia, North Carolina, and South Carolina. COI anticipates that Ms. Rudolph would be paid an annual base salary of $70,000, payable in weekly installments. Additionally, COI would like Rudolph to receive a quarterly bonus, in an amount based on 2% of her total sales for the previous quarter, payable on the 10th day of each quarter, unless that day falls on a Saturday or Sunday, in which case it would be due the next business day. For example, if Rudolph sells $1,000,000 in product between January 1 and March 31, she will receive a bonus of $20,000 payable on the 10th day of April, unless that day falls on a Saturday or Sunday.

As part of the bonus system, all of COI’s sales representatives are required to complete a Commission Verification Form, which reports their sale contracts made with customers during the previous quarter, and attached copies of each contract. That form is due on the first business day following the end of the quarter. The form can be digitized and uploaded to COI’s Human Resources Document Management System.

Weekly salary payments are processed every Friday. However, all employees, including sales representatives, are required to submit a timesheet via COI’s Human Resources Document Management System. The timesheet is due on the employee’s last working day for each week. Generally, this is a Friday. COI requires that they submit that timesheet in order to get their paycheck for the following week.

Sales representatives are provided a corporate credit card which they can use to pay for their business expenses, but only if the expenses are appropriate. For example, she cannot use the card for personal expenses (to pay her mortgage payment, for example) and she has to be reasonable about the kinds and amounts of the expenses she incurs.

While Ms. Rudolph will expect to have a lot of autonomy in her sales representative position, working when and where she sees fit, COI wants to ensure she gets results and that there is something in the contract that describes the expectations for the kinds of effort she will put forth selling COI’s products to existing customers and developing new ones.

Ms. Rudolph will start working on January 1 of next year. COI would like her contract to terminate 18 months later, unless she breaches the agreement sooner. If the relationship is successful, COI hopes to negotiate a new agreement once this agreement expires.In caseMs. Rudolph quits her job or in caseCOI fires Ms. Rudolph before the 18-month period expires, COI wants a liquidated damages provision in place that resolves the consequence of any early termination of the agreement.


Submit this assignment by 11:59 p.m. (ET) on Sunday of Module/Week 7.

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