Business Law And Finance-Entities, Contracts, Sale of Goods

3 section assignment. Assignment (LawFinance123) and instructor-provided examples (3) are attached for reference! Thank you so much for your help!

ARTIST PERFORMANCE CONTRACT
This contract (the “Agreement”) is made on February 1, 202x between Best Artists Theater
(“BAT”) and Cyndy Singer (“Performer”) for the hiring of Performer to present a concert (the
“Show”) at BAT, located at 100 Main St., Anytown, U.S.A.
BAT and Performer (collectively, “the parties”) agree as follows:
1. Date, Time and Location of Show. The Show will be presented at BAT, 100 Main St.,
Anytown, U.S.A., on April 1, 202x at 8:00 pm.
2. Show Description. Performer will present a set of her hit recordings. The duration of
the Show will be a minimum of 90 minutes, with one 10 minute intermission.
3. Payment. Performer will be compensated in the amount of Fifty Thousand Dollars
($50,000), payable by cashier’s or certified check. A non-refundable 25% deposit of this
amount ($12,500) shall be due upon the execution of this Agreement. The remaining
75% ($37,500) is due no later than 5:00 pm on April 1, 202x.
4. Cancellation. If Performer has not been compensated in full, under the terms of this
Agreement, by 5:00 pm on April 1, 202x, the Show may be cancelled at the discretion of
Performer, with no further obligation of Performer. If BAT cancels the Show on or
before March 30, 202x, BAT will not be responsible for the remaining 75% ($37,500) of
Performer’s compensation. If BAT cancels the show after March 30, 202x, BAT is
required to pay Performer the full amount of Performer’s compensation as set forth in this
Agreement.
5. Sound Check. BAT shall make the Theater available to Performer, her musicians and
technical support for a sound check and rehearsal at least one week prior to the Show,
and again at 5:00 pm on the day of the Show.
6. Ticket Sales. Tickets for the Show shall be managed, priced and sold at the sole
discretion of BAT. BAT represents that it will employ a professional advertising
company for promotional endeavors beginning six weeks prior to the show, in an effort to
ensure Performer appears before as many fans as possible.
7. Indemnification. BAT agrees to indemnify and hold Performer harmless for any claims
of property damage or bodily injury caused by any attendee of the Show.
The Agreement between the parties is set forth above in its entirety and is entered into as of
the day and year first written above.
BEST ARTISTS THEATER
CYNDY SINGER
__________________________
Signature
Date
_________________
Signature
Date
Printed Name and Title: ____________________
Business Bill of Sale Form
This Bill of Sale was executed at:
__________________________________________________________________
Address
This Bill of Sale is made this _____ day of ____________, 20 ___, by
(Seller) _________________________________________________________
For and in consideration of _______________________________________Dollars
($__________________) , the receipt of which is hereby acknowledged,
(Seller) ________________________________, Does hereby sell and convey to:
(Buyer) ________________________________,
All the assets, property, rights, and interests of
(Business Name) ____________________________________________________, of
every kind and description, tangible or intangible, and regardless of whether or not
carried or reflected on the books and records used in the operation of said business
located at:
(Business Address) __________________________________________________.
The property conveyed hereunder is more fully described in the Purchase Agreement
between the above referenced Buyer and Seller dated _____ day of ____________, 20
___, the terms of which are incorporated herein.
Furthermore, (Seller) ________________________________, does hereby covenant
and warrant that it has free and clear title to the property conveyed hereunder, that it
conveys title to all the property to (Buyer) ________________________________, free
and clear of all encumbrances whatsoever and that it will defend that title against the
lawful claims of all persons whomsoever.
Furthermore,
Seller)
________________________________,
has
caused
this
instrument to be executed by its authorized officers and its corporate seal to be hereunto
affixed on the date stated above.
IN WITNESS WHEREOF, Buyer and Seller have executed, entered into and delivered
this Agreement as of the date first set forth above.
Seller’s Name(s): ——————————————————————-
By _____________________________________________
Signature
Date
STATE OF: _______________________
)
)ss
COUNTY OF _____________________ )
On
________________________
____________________________________________
before
notary
public,
me
personally
appeared _________________________________________ who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal
_______________________________________________
Signature of Notary Public
CONTRACT FOR THE SALE OF GOODS
This contract for the sale of goods is between [_____], a [_____] organized under the laws of the State of
[_____] (the “Seller”), and [_____], a [_____] organized under the laws of the State of [_____] (the
“Buyer”).
[Insert background information about the transaction using full sentences.]
The parties agree as follows:
1. Sale of Goods. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the goods
set forth on Exhibit A (the “Goods”) in the quantities and at the prices stated in Exhibit A. Unless
otherwise stated in Exhibit A, the Buyer shall pay all taxes and third-party expenses imposed on, in
connection with, or measured by the transaction contemplated by this agreement in addition to the prices
set forth on Exhibit A.
2. Invoices; Payment. Unless otherwise stated in Exhibit A, payment for the Goods is due within 30 days
of the date of the Seller’s invoice, which date will not be before the date of the Seller’s delivery of the
Goods. The Buyer shall pay a delinquency charge of the lesser of (1) 1% per month and (2) the highest rate
allowed under applicable law on all overdue amounts until the amounts are paid.
3. Delivery; Title; and Risk of Loss. Unless otherwise stated in Exhibit A, the Seller shall deliver the
Goods FOB the Seller’s facility in [_____], and title to and risk of loss of the Goods will pass to the Buyer
upon such delivery by the Seller. Any stated delivery dates are approximate. The Seller will not be liable
for any losses, damages, penalties, or expenses for failure to meet any delivery date.
4. Disclaimer of Warranty; Due Diligence. The Goods are being sold “as is,” and the Seller disclaims
all warranties of quality, whether express or implied, including the warranties of merchantability
and fitness for particular purpose. The Buyer acknowledges that it has not been induced by any
statements or representations of any person with respect to the quality or condition of the Goods and that no
such statements or representations have been made. The Buyer acknowledges that it has relied solely on the
investigations, examinations, and inspections as the Buyer has chosen to make and that the Seller has
afforded the Buyer the opportunity for full and complete investigations, examinations, and inspections.
5. Limitation of Liability. The Seller will not be liable for any indirect, special, consequential, or
punitive damages (including lost profits) arising out of or relating to this agreement or the
transactions it contemplates (whether for breach of contract, tort, negligence, or other form of
action) and irrespective of whether the Seller has been advised of the possibility of any such damage.
In no event will the Seller’s liability exceed the price the Buyer paid to the Seller for the specific
Goods provided by the Seller giving rise to the claim or cause of action.
6. Limitation of Actions. No action arising out of or relating to this agreement or the transactions it
contemplates may be commenced against the Seller more than 12 months after the basis for such claim
could reasonably have been discovered.
7. Security Interest. The Buyer hereby grants to the Seller a security interest in the Goods sold to the
Buyer under this agreement and any proceeds therefrom (including accounts receivable), until payment in
full for the Goods has been received by the Seller. The Buyer shall sign and deliver to the Seller any
document to perfect this security interest that the Seller reasonably requests.
8. Governing Law and Designation of Forum. (a) The laws of the State of [_____] (without giving effect
to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the
transactions it contemplates, including, without limitation, its interpretation, construction, validity,
performance (including the details of performance), and enforcement.
(b) A party bringing a legal action or proceeding against the other party arising out of or relating to this
agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the
State of [_____] sitting in [_____] County. Each party to this agreement consents to the exclusive
jurisdiction of the courts of the State of [_____] sitting in [_____] County and its appellate courts, for the
purpose of all legal actions and proceedings arising out of or relating to this agreement or the transactions it
contemplates.
9. Force Majeure. The Seller will not be liable for delays in performance or for non-performance due to
unforeseen circumstances or causes beyond the Seller’s reasonable control.
10. Assignment; Delegation. The Buyer may not assign any of its rights under this agreement or delegate
any performance under this agreement, except with the prior written consent of the Seller. Any purported
assignment of rights or delegation of performance in violation of this section is void.
11. Recovery of Expenses. In any adversarial proceedings between the parties arising out of this agreement
or the transactions it contemplates, the prevailing party will be entitled to recover from the other party, in
addition to any other relief awarded, all expenses that the prevailing party incurs, including legal fees and
expenses.
12. Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to
the subject matter of this agreement and supersedes all other agreements, whether written or oral, between
the parties.
13. Amendments. No amendment to this agreement will be effective unless it is in writing and signed by
both parties.
14. Effectiveness; Date. This agreement will become effective when both parties have signed it. The date
this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s
signature) will be deemed the date of this agreement.
15. Counterparts; Electronic Signatures. This agreement may be signed in one or more counterparts,
which together will form a single agreement. This agreement may be signed electronically.
Each party is signing this agreement on the date stated opposite that party’s signature.
[Insert dated signature blocks.]
EXHIBIT A
Goods
Price
Quantity
Section 1
You are a new consultant at T&G consulting firm. T&G has training to prepare new
colleagues for consulting with business clients who want to start new businesses. Parts of
the training you are already familiar with sole proprietorships, partnerships, corporations,
limited liability companies, and how to evaluate different business entities. To better
understand your own perspective, there is a self-reflective questionnaire as part of the
training.
For this questionnaire, reflect on and address the following items. Consider presenting the
information from this first section in a table.
o Out of the general category of choosing a business entity (sole proprietorships,
partnerships, corporations, limited liability companies):
o Describe the basic features of sole proprietorships, partnerships, corporations, and
LLCs.
o Explain what you think is the most important feature of each business entity.
o Compare the advantages and disadvantages of each type of business entity.
Starting a new business involves many considerations and decisions. Please answer the
following questions in a paragraph for each:
o What are the potential risks or starting a new business? State 3-5 risks.
o What questions should you ask to determine how the business should be formed?
o How do the number of owners influence how the business should be formed? Please
explain.
o How do financial considerations influence the decision for how the business should
be formed? Please explain.
Section 2
You have just been hired by T&G Consulting and given your first assignment. The nationally
renowned performer Cyndy Singer, who is a client of the firm, has made arrangements to
give a concert at a premier concert venue, Best Artists Theater. A tentative agreement:
Performance_Contract Document.docx
related to the performance has been drafted and given to you for review. While final
approval of the agreement will have to be obtained from T&G Consulting’s Legal
Department, you have been asked to provide a preliminary review of the agreement to
make sure that it properly reflects the intent of the parties, and to see if the basic elements
of a contract are present. (You can assume, for purposes of this exercise, that the parties
have the capacity to enter into a contract. Also assume year “202x” in the contract
represents the current year.)
Please review the agreement and give justification and explanation as to whether the
agreement contains the necessary elements of a valid contract. For this review, you are to
reflect on and address the following sets of questions:
o There are certain requirements for the formation of a contact:
o What is the first required element of contract formation?
o The second element that must be present for the formation of a contract is
consideration. Examine the contract and identify the element of consideration.
Describe the details of the consideration that appear in the agreement.
o
o
o
o
o
o
o
o
Mutual agreement (sometimes referred to as “mutual assent”) is reflected in the
agreement. Please answer the following questions:
How is mutual agreement reflected in the contract?
Why might it be more difficult to establish the existence of mutual agreement in an
oral contract?
Can you think of other pros and cons of written versus oral contracts? Please
explain.
As it turns out, the other party has failed to perform its obligations under the
contract, and your client now wishes to terminate the agreement.
How is a contract concluded or terminated? Please explain this to your client.
Explain to your client how each party can be discharged from their liabilities.
Explain the difference between a minor breach and a material breach to your client.
Section 3
Having recently applied for a contract specialist position at T&G Consulting, you have been
invited in for an interview. The job requires a thorough knowledge of Article 2 – Sales, of the
Uniform Commercial Code. Some of your potential future coworkers are given the opportunity
to meet with you and wish to test your knowledge.
Part 1: The first of your coworkers is explaining to you the importance of understanding the
regional business landscape in order to be prepared when new potential clients inquire about a
contract for the sale of goods. She shows you a sample contract for the sale of goods:
CONTRACT_FOR_THE_SALE_OF_GOODS.docx
Review the contract for provisions that relate to Article 2 of the UCC. Identify the specific
provisions, and explain how they pertain to Article 2 of the UCC. In your discussion, demonstrate
your knowledge of:
o statute of frauds
o parol evidence
o warranties (implied and express)
Part 2: You are now working on a new transaction. You have reviewed a proposed Business Bill
of Sale agreement:
Simple_Business_Bill_of_Sale_Form.docx
that your client (the seller) has presented. The proposed contract contemplates the sale of “all of
the assets, property, rights and interests” of the business, “of every kind and description,
tangible or intangible.” Compose an email to your client explaining what kind(s) of property
would fall within Article 2 of the UCC. Identify other items involved in the sale of the business
that would not fall within Article 2. This library resource offers help with writing a professional
email.
Part 3: The Business Bill of Sale agreement contains language that the seller does “covenant and
warrant that it has free and clear title to the property conveyed here under” and that the
property is “free and clear of all encumbrances whatsoever.” What provision of Article 2 would
be applicable to this warranty, and what kind or kinds of property would fall within this
provision?