Problem

Problem.Drafting.Mr. Wizard

Stated below are facts describing a dispute between Rachel Electronics, Inc. ("Rachel") and Robert Fullerman ("Fullerman"). The parties settled the dispute through mediation and the agreement reached must be drafted in the form of a written agreement. As part of a group of 4-6 students, draft that written agreement. Submit one document to me for the entire group and include your names on the document.

Prior to undertaking the drafting, read Commentary.Anatomy of a written agreement (4.4.5). Please follow the suggestions in that commentary. I also recommend that prior to undertaking the drafting you work through the drafting of a simpler agreement for the sale of an automobile in a guided exercise, entitled "Drafting a Contract: Sale of Goods," published by the Center for Computer Assisted Legal Education ("CALI") and available through the law library on CD-ROM.

In drafting the operative provisions of the written agreement, use your imagination and be explicit and precise about the details. For example, you should decide on the timing of payment to Fullerman, the manner in which Rachel may use Fullerman’s name in promoting its products, the details, including number and timing of the tours, and any other provisions you think suitable. In addition, locate some form books in the Law Library containing contract forms, and look at some boilerplate terms in the Sample Documents library of this e-book, and select what you think might be appropriate "boilerplate" terms for the written agreement. A boilerplate term is a standard term commonly found in contracts of all types (e.g. a term identifying the state law to be applied in the event of a dispute concerning interpretation or performance of the contract).

Facts

Jane Roland is the president of Rachel Electronics, Inc., a corporation whose primary business is the design, manufacture and sale of electronic learning devices for children.

In January, at a trade convention in Los Angeles, Ms. Roland was introduced to Robert Fullerman, better known to children television viewers as Mr. Wizard. Mr. Wizard’s syndicated television show appears across the nation weekly. The show features Mr. Wizard’s demonstration and explanation of scientific principles and the show has a wide following among children aged 5 to 15. At the convention Ms. Roland became interested in contracting with Fullerman to tour schools and school districts throughout the country beginning in fall to promote the sale Rachel’s products. Fullerman indicated an interest and told Ms. Roland that talks should be continued through Fullerman’s agent, Stephanie Chavez.

In the first two weeks of February, Ms. Roland had several telephone conversations with Ms. Chavez and, later in February, in a personal meeting at a Los Angeles restaurant, the two shook hands on a deal and agreed that Ms. Chavez would send a written agreement "to make it official" within a week. Ms. Roland has a table place mat from the restaurant on which Ms. Chavez jotted some notes of the deal. Ms. Roland claims that the basic deal agreed upon, as reflected in the notes on the place mat, called for Fullerman, consistent with the schedule for the taping of his television show, to tour school districts throughout the country for the upcoming academic year, beginning in fall, to promote Rachel’s products, and also called for Fullerman to permit Rachel to use Fullerman’s name for a year to promote Rachel’s products. Compensation to Fullerman was to be $200,000. Fullerman was not to engage in any comparable activity on behalf of others during the period of the agreement.

In early March, Ms. Chavez phoned Ms. Roland with the news that Fullerman expected to sign a promotional deal with a competitor. After an exchange of threatening letters between a lawyer representing Rachel and a lawyer representing Fullerman, Ms. Roland and Fullerman agreed to try to resolve the problem through mediation. The settlement reached included all the terms of the original agreement on the place mat and an additional term granting Fullerman the right to refuse to promote or endorse products that he considered unsafe or unsuitable.