Contract formation (solution)

Research Strategy

1) Use the Internet to find an example of each of the following documents:
• an agreement to sell/purchase a business;
• an agreement of merger and plan of reorganisation;
• a consumer loan agreement.

Simple open web search: specific agreement type

Standard open web search strategies (searches which look for information freely available on the web) are excellent for uncovering a wealth of information in broad areas of research such as this one. Google is often the best search engine to use for such searches.

Using the Google search engine (www.google.com), enter the following search query:

agreement to sell/purchase a business

Although many hits are returned, it is not immediately obvious whether any of these include the type of document that you are looking for.

Compare this with the results of the following search query:

agreement of merger and plan of reorganisation

One of the first links returned is for Sample Contracts - Agreement and Plan of Merger - Second Cup Inc ... .

This is exactly the kind of model merger contract that you have been asked to find.

Simple open web search: general law forms

If Google doesn’t return the kind of agreement which you are looking for, you may need to widen the search to a more general search for websites containing sample law forms. You can then follow one of the links and search for the document in the website provided.

Using the Google search engine, enter the following search query:

"law forms"

Alternatively, try the following search query:

"legal forms"

It is possible to combine these two search queries in order to search for both terms in one search session. By using the tilde sign (~) in your search query, you can search for terms which are synonymous with or similar to the terms which follow (e.g. legal).

Enter the following search query:

~law forms

One of the first hits returned is for FindLaw Forms.

Clicking on this link will lead you to the FindLaw Forms section on www.findlaw.com, a very useful legal research site.

On the left hand side of the screen you will see the Search FindLaw tool. Enter the following search query into Search FindLaw:

agreement to sell/purchase a business

This will lead you to many examples of agreements to sell/purchase a business, e.g. the agreement of sale and purchase between Surgical Health Corporation and Crescent Capital Trust.

Meta-search engines

Another way of performing a thorough search is to use a meta-search engine (see more about meta-searching in Task 8).

Using the SurfWax search engine (www.surfwax.com), enter the following search query:

legal forms

Unlike most popular search engines, SurfWax returns results in an abbreviated form. This helps you see the results more comprehensively on a single page. In order to review the details of an individual site, it is not necessary to actually go to that site. Instead, you can click on the magnifying glass symbol ( ) in the left-hand column.

Find the ILRG Legal Forms Archive link. Click on the symbol to the left of that link. The window on the right-hand side of the page presents a summary of the Internet Legal Research Group (ILRG) website.

Using the scroll bar on the far right-hand side of your screen, scroll towards the bottom to find a list of the ILRG site’s FocusWords (key words found in the ILRG website).

Find the FocusWords Consumer Loan Agreement and click on the symbol to the left of the link. You will be given a summary of the term ‘Consumer Loan Agreement’ as it appears in the ILRG website, as well as other useful links to the contents of the ILRG website. This is very useful when deciding whether or not the website in question (in this case, ILRG) contains what you are looking for.

This search strategy will help you locate important terminology and carry out an extensive search quickly.

Now click on the Consumer Loan Agreement link to find your third required model contract.

One further source of useful legal documents is Onecle (www.onecle.com). Use this site to find different examples of the three types of contracts you have been asked to find and compare their wording.

2) Ensure that each of the example contracts you have collected includes a provision detailing remedies available in case of breach of contract.

To search text-heavy web pages for words or phrases, use your browser’s Find function: click Edit on your browser’s toolbar and select Find, then enter terms such as breach and remedy in the pop-up box. This will locate every occurrence of the term in the text. You can also bring up the Find pop up box by using Ctrl + F on your keyboard.

Compare the different provisions detailing remedies available in case of breach of contract. Are they adequate? If not, try to find better alternatives.

Answer

The following documents meet the required criteria:

An agreement to sell/purchase a business
http://contracts.onecle.com/ase/afasia.apa.1997.02.24.shtml

http://contracts.corporate.findlaw.com/agreements/anntaylor/
receivables.buy.1994.01.27.html

An agreement of merger and plan of reorganisation
http://contracts.corporate.findlaw.com/agreements/doubleclick/
netcr.merger.2000.10.02.html

http://contracts.onecle.com/coffee-people/second-cup.mer.1998.02.19.shtml

A consumer loan agreement
http://www.ilrg.com/forms/consloan.html

http://www.kinseylaw.com/freestuff/basicagr/ConLoan.html