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.  You are to draft that written agreement.  Prior to undertaking the work, I recommend that 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," available from the Center for Computer Assisted Legal Education ("CALI") either on CD-ROM (to be distributed) or over the web by pursuing this link (for which the password will be announced).

     In drafting the operative provisions of the written agreement between Rachel and Fullerman, 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 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 which state law should be used in the event of a dispute concerning 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 July, 2001, 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 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 August, Ms. Roland had several telephone conversations with Ms. Chavez and, on August 20, 2001, 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 a year, beginning in Fall, 2002, to promote Rachel’s products, and also called for Fullerman to permit Rachel to use Fullerman’s name 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 September, 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 an agreement granting Fullerman the right to refuse to promote or endorse products that he considered unsafe or unsuitable.