Assignment:
INSTRUCTIONS FOR THE CONTRACT REVIEW AND ANNOTATION
Assume you are tasked with reviewing the attached contract. You work for RFISolutions, LLC (Solutions), a company that manufactures and sells parking stickers. Most of your company's customers are large employers-state and governmental agencies, universities, and other entities that have to limit access to their parking lots, ramps, campuses, and other parking areas. The parking stickers you sell are specialized in that they contain a radio frequency identification tag (RFID) embedded in the sticker. The RFID allows a company employee to scan the parking sticker from a distance, allowing the employee to effectively monitor the vehicles parked in a parking lot without actually reading the tag. In fact, the RFID technology allows the employee to identify the vehicle and its owners at a distance of 6-10 feet, so the employee can monitor the cars in a parking lot without getting out of, or even stopping, the vehicle used to patrol the lot.
While the stickers are mass produced, each sticker is unique in that it identifies the customer's name, it includes a unique identifying number (ID number) for each label, and it incorporates a holographic seal in the image of the customer's organizational logo. In addition, of course, each sticker contains a unique RFID tag with a unique frequency tied to the ID number.
A longtime customer, Hometown University, is a growing state university with an urban campus. The university buildings are interspersed among various aspects of a busy retail district in a Midwestern town. As the university has grown, so has the retail district and the residential communities contiguous with the areas that the community calls the "University District." Like many universities with urban campuses, Hometown University faces a shortage of parking. Many of the university's students and employees commute to the University District for school and work, and the competition among the University District retailers, residents, students, and employees has become fierce over the past three years. Hometown University has responded by increasing public transportation options for the university community, purchasing a parking structure for use by the university community, and building some limited-access parking lots adjacent to the most popular campus building. Last, Hometown University has limited access to the university parking facilities to ten hours for employees and four hours for students daily, and it has hired two full-time parking officials to patrol the parking lots day and night.
Essential to the parking strategy of the university is the use of Solutions' RFID stickers, which allow a parking official to scan vehicles, transmit the sticker information to the official's phone, and confirm that the vehicle is in the proper lot, at the proper times, and for the proper duration. Violators are immediately towed without warning. Each academic year, Hometown University issues new stickers, purchasing approximately 4,000 new stickers from Solutions. Solutions charges $42 for each sticker.
In anticipation of the new academic year, Hometown University submitted the attached purchase order. You have been asked to review the purchase order submitted. Your responsibility for this assignment is to review the purchase order and prepare a 3-5-page memorandum in current Bluebook format annotating any agreement that might be arrived at if Solutions were to accept the purchase order terms. Your memo must discuss each of the numbered paragraphs in the purchase order and
(1) Explain why the paragraph is legally significant (i.e., what the purpose of this paragraph is and what legal concept learned in this course is at work in the paragraph; provide authority [either a reference to a case, a Restatement (Second) of Contracts provision, or a Uniform Commercial Code provision] for any legal concepts you identify at work in the paragraph);
(2) Identify whether the paragraph favors Hometown University, favors Solutions, or provides benefits to both parties;
(3) Identify if the paragraph contains any erroneous, vague, or ambiguous terms or language (if so, identify the specific problematic language, fully explain why it is problematic, and propose some alternative language); and
(4) If you believe the term in the paragraph is substantively unfair to Solutions, propose a revision to the paragraph that would be both advantageous to Solutions and acceptable to Hometown University.
Purchase Order
1. Parties. Downtown University (hereafter the "Purchaser") offers to purchase, from RFISolutions, LLC (hereafter the "Seller") the Products, as defined below, for the Purchase Price, identified below, pursuant to each and every term contained in this Purchase Order.
2. Price and Products. The "Products" subject to this Purchase Agreement are 4,000 RFISolutions SolutionX RFID Stickers, Item Number 302, having consecutively numbered ID numbers beginning with 000001 and ending with 004000, and each having a distinctive frequency RFID impeded transmitter. The Purchase Price subject to this Purchase Agreement is $168,000.
3. Acceptance. This Purchase Order may be accepted only by Seller within seven (7) days from the date of this Purchase Order. Acceptance may only be made by countersigning on the signature line below, and delivering a fully executed and unmodified copy of this Purchase Order before 5:00 p.m. on the seventh day after the date of this Purchase Order.
4. Warranty. The Product delivered pursuant to this Purchase Order shall include all applicable implied warranties and, in addition to all such implied warranties, an express warranty that the Products shall be compatible with Purchaser's current RFID Parking Monitor System, and further that the Products shall be warrantied for their lifetime.
5. Payment. In the event of timely and substantial performance of all of Seller's obligations under this Purchase Order, Purchaser shall make payment within 60 days from the receipt of conforming Products by Seller.
6. Delivery. Seller shall deliver the Products to Purchaser at Seller's sole cost.
7. Entire Agreement. This Purchase Order contains the complete and final agreement between Purchaser and Seller, and no agreement or other understanding in any way purporting to modify the terms and conditions hereof shall be binding upon Purchaser unless agreed to by Seller in writing on or subsequent to the date of this Purchase Order.
8. Governing Law. This Purchase Order shall be construed, interpreted and enforced in accordance with the laws of the State of Indiana.
9. The Seller shall defend, indemnify, and hold harmless the Purchaser against claims of tangible damage or injury to property or persons, or any other claims whatsoever, to the extent caused by the breach of Seller of any of its covenants, representations, and warranties under this Purchase Order or by the negligence or willful conduct of the Seller or its agents. The Seller agrees to indemnify, defend, and hold harmless the Purchaser from any and all claims, regardless of by whom such claim or claims may be asserted, for personal injury or property damage or otherwise that may result directly or indirectly from the use, possession or ownership of the Products or from any services provided by Seller pursuant to this Purchase Order.
10. Cost of Litigation. In the event Seller breaches any portion of this agreement or Purchaser is otherwise required to pursue any remedy for any conduct arising out of this agreement, Seller agrees that Purchaser shall be entitled to any costs, including attorney fees and litigation expenses, incurred by Seller in pursuing any remedy against Purchaser.