Welcome to “Law 101: Hints & Issues.” 

Issue #3, Part 3 of 3: Contract Hints & Legal Issues: March 2022

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Here you will find hints on how to understand, negotiate and draft contracts and major issues relating to contracts. The answers will be published after our Zoom Meet & Greet on 4/2/22. Come learn the “ins and outs” of Legal English (Vocabulary), Contract Drafting (Writing) and Negotiating (Speech) from three licensed attorneys.

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First we discussed (I) Type of Contract - Uni____, (II) Clauses..., (III)  Legality and (IV) Capacity. Then we discussed, (V) Three Basic Elements of an Agreement, (VI) Certainty and (VII) Entire Agreement. Now, we will find out what you have learned.

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Please [Fill in the Blank] below:

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Clause I: Legality

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I. Governing Law, Venue, Jurisdiction. This Agreement shall be G [Fill in the Blank] ED by and construed in accordance with the L [Fill in the Blank] S of the State of California (irrespective of its choice of law principles). The parties hereby agree that any suit to enforce any PRO [Fill in the Blank] ION of this Agreement or arising out of or based upon this A [Fill in the Blank] MENT or the business relationship between the parties hereto shall be brought in federal or state C [Fill in the Blank] S in Los Angeles County, California. Each party hereby A [Fill in the Blank] S that such courts shall have exclusive personal J [Fill in the Blank] TION and V [Fill in the Blank] E with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.

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https://www.lawinsider.com/

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Clause II: Capacity

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II. Representation on Authority of Parties/Signatories. Each person signing this A [Fill in the Blank] MENT represents and warrants that he or she is duly AU [Fill in the Blank] IZED and has legal CA [Fill in the Blank] TY to execute and deliver this Agreement. Each party RE [Fill in the Blank] SENTS and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s OB [Fill in the Blank] TIONS hereunder have been duly authorized, and that the Agreement is a valid and LE [Fill in the Blank] L agreement binding on such party and enforceable in accordance with its terms.

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https://www.allbusiness.com/representation-on-authority-of-partiessignatories-clause-of-a-contract- 540-1.html

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Clause III, IV & V: Three Basic Elements

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III & IV. Offer and Acceptance. This writing is an O [Fill in the Blank] R by us to you. Upon your AC [Fill in the Blank] ANCE hereof, this Agreement shall constitute the sole agreement between us concerning our purchase of your accounts effective as of the date first above WR [Fill in the Blank] TEN. Your acceptance hereof shall be made by your EX [Fill in the Blank] TION and DE [Fill in the Blank] RY of this Agreement to us at our office in Los Angeles, California.

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https://www.lawinsider.com/clause/offer-and- acceptance#:~:text=This%20Agreement%2C%20as%20executed%20by,this%20Agreement%20to%20the%20offeror

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V. Consideration.

 

NOW, THEREFORE, in CON [Fill in the Blank] TION of the PROM [Fill in the Blank] ES and the mutual covenants set forth herein and for other good and valuable consideration, the REC [Fill in the Blank] PT and sufficiency of which are hereby acknowledged, the parties hereto covenant and A [Fill in the Blank] EE as follows:

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https://www.adamsdrafting.com/good-and-valuable-consideration/

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Clause VI: Certainty

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VI. Not Construed Against Drafter. The LAN [Fill in the Blank] GE of this A [Fill in the Blank] MENT shall not be interpreted in favor of or AG [Fill in the Blank] ST any Party as the DR [Fill in the Blank] TER of this Agreement.

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https://www.lawinsider.com/

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Clause VII: Entire Agreement

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VII. Entire Agreement. This A [Fill in the Blank] MENT contains the EN [Fill in the Blank] RE agreement between the parties and there are no O [Fill in the Blank] L or written inducements, promises or agreements except as contained herein. Such a CL [Fill in the Blank] SE is known as a merger clause.

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https://saylordotorg.github.io/text_law-for-entrepreneurs/s16-02-the-parol-evidence-rule.html

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Clause IX: Entire Agreement

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Could you draft a clause using the legal principles above?