Contract Analysis: Introduction to Contract Law

Contract Selection
Select a contract of your choice. It could be the standard contract terms from a website from which you bought something, a standard form banking or loan agreement, an insurance contract, an employment or consulting contract, a contract with an airline, car rental or travel agency, an agreement for the purchase and sale of real estate, shares, a vehicle, or other assets, a shareholders’ agreement, a commercial lease, a cell phone contract, the terms and conditions of a loyalty or rewards program, or something creative. However, you are not permitted to use a residential lease or any contract without a commercial element to it without my prior permission. You could use a real contract or one with fictional names. Feel free to redact any sensitive, personal or confidential information from the contract. The contract does not need to be long, but try to select one with enough substance that you have something to analyze. Do not hesitate to consult with me before or after class as you choose a contract.

Submission
Analyze the contract using the questions that follow as a guide to your analysis. Not all questions will be applicable or relevant to your particular contract. In these cases, when possible, try to explain why the question is not applicable and perhaps provide some general information about the topic to demonstrate that you understand the material addressed by the question. With all questions your objective is to provide a sound analysis of your contract and to demonstrate that you comprehend the concepts and principals that we have covered in the course. Please make references in your analysis to specific section numbers or paragraphs in your contract so I can clearly cross-reference what you are referring to in your analysis. There is no specific minimum or maximum word limit, but I would expect you will need about 2500 words of analysis in most cases.

Your assignment is due at the beginning of the class on Wednesday, November 13. Please submit one hard copy of your analysis in class and an electronic copy by email. Please also provide me with a hard copy of your contract with the specific sections (of parts thereof) referred to in your analysis highlighted. Be specific with your highlighting. Don’t highlight an entire section if you only want to draw my attention to part of it. Do not highlight just the headings.

Grading
There is not a fixed number of marks for each question, but each section is worth the number of marks indicated below. There are a total of 50 marks. Your mark for each section will based on the overall quality of your analysis and answers to all the questions in that section. See the attached grading rubric for further information. The Course Outline contains other general requirements for assignments in this course. This assignment is worth 20% of your final mark.

Submission

Groups
Unless you obtain my consent beforehand, this assignment is to be done either individually or in groups of 2-4 students. Please clearly indicate the team of students on your assignment and submit the “Team Report: Editorial Sign Off” form included in the Course Outline with your assignment. 

Questions
Introduction and Contract Formation (10 marks)
1. In a few sentences, briefly provide an introduction explaining the gist of the contract. That is to say, what is it essentially about? What is the context of the contract? Who are the parties to the contract? What is the relationship of the parties?

2. In your opinion, did the parties intend to enter into a legal relationship? That is to say, did they intend the contract to be enforceable?

3. Can you identify which party made the offer and which party accepted it?

4. How was the offer communicated and how was it accepted?

5. When and where was the contract formed? Explain your answer.

6. What consideration is given by each of the parties? That is to say, what is the “bargain” between them?

7. Were any pre-contractual representations made by any party to induce the formation of the contract?

Terms of the Contract (15 marks)
8. Does the contract incorporate by reference or attach as a schedule any other documents or agreements? Does the contract refer to any legislation?

9. In your opinion, is the contract a standard form contract? Why or why not?

10. Does the contract have an entire agreement clause? Briefly explain that type of clause.

11. Are there any particular terms highlighted, bolded, underlined or in larger font in the contract? Why might a party wish to set out particular terms in this manner?

12. Does the contract have a force majeure clause? Why might the parties wish to include such a clause?

13. Does the contract contain a confidentiality or privacy clause? Why might the parties wish to include such a clause?

14. Do any of the parties promise in the contract not to do certain things?

15. Does the contract specify how the parties can amend the contract? If not, can the contract be amended, and if so, how?

Performance, Discharge & Breach (15 marks)
16. If the contract provides for a payment of funds, delivery of goods, or performance of services, does it specify the timing or method of such payments, delivery or performance?

17. Can the parties assign their performance of the contract or their rights under it?

18. Do any of the parties have an option to terminate the contract?

19. Does the contract contain any conditions subsequent or conditions precedent? If so, what
are they? Explain what these terms mean.

20. Does the contract have a term? How does the contract come to an end, or does it?

21. Does the contract specifically identify anything that would constitute a breach of the
contract?

22. If there is a breach of the contract, who can sue and be sued under the terms of the contract?
23. Does the contract provide how the parties are to resolve disputes that might arise? If not,
how will disputes be settled?

24. If there is litigation in court, which laws would apply and which courts would have
jurisdiction? Does the contract specify this?

Damages (10 marks)
25. What types of remedies might each of the parties likely seek and a court likely award in
the event of a breach in the context of your contract? Explain your answer.

26. Give an example of where expectation damages might be awarded in the context of your
contract in the event of a breach by one of the parties and how a court would calculated
them.

27. Does the contract seek to exclude or limit the amount or type of any damages? Are such
limitation of liability clauses enforceable? Explain why or why not.

28. Does the contract have a liquidated damages clause? Briefly explain how one works.

Additional Analysis (bonus 2 marks)
29. Are there any other terms or aspects of the contact that are noteworthy, unusual, or to which
you wish to draw attention?