(Paralegal) The Corvette Contract

The Corvette Contract

Our assignment requires us to draft a one-page memorandum as an employee of the law firm Wie, Repree, Zent, Starz to Clarice Daughtery on behalf of Leonardo deCapo, who wishes to purchase a 1965 Corvette Stingray automobile from Ms. Daughtery. Ms. Daughtery has mailed Mr. deCapo a note on February 13, 2008 offering her vehicle for $25,995.00. Mr. deCapo has decided to accept her offer and to purchase the Stingray, and he mailed an arguably vague acceptance of her offer (scrawled on a napkin) on March 12, 2008. We are also asked to determine if the contract is legally binding and to include any mailbox rule implications.

The contract appears to be binding because it includes all the elements required: an offer (here, a Corvette Stingray automobile is offered for $25,995.00), acceptance of that offer (Mr. deCapo has, in his opinion, accepted Ms. Daughtery’s terms), and considerations (here it is the sale of a vehicle, with Ms. Daughtery to receive the purchase price and Mr. deCapo to receive the vehicle). In this situation, the mailbox rule would also be covered by Cal. Civ. Code §1583 (Smith, 2012).

The only quibble here may be the wording of Mr. deCapo’s acceptance, as he does not clearly state what, precisely, he is accepting, nor does he sign or date his acceptance. Ms. Daughtery might choose to profess ignorance about what Mr. deCapo was referring to when he wrote, simply, “Dear Clarice – I accept.” Ideally, acceptance of an offer would include the relevant details about that offer (i.e., what terms and conditions, precisely, one is accepting). This is, one assumes, why Mr. deCapo has chosen to hire a lawyer from Wie, Repree, Zent, Starz to help him stake his claim so he can purchase the Stingray from Ms. Daughtrey for the price she initially offered. Accepting an offer made while asserting an assumption of “justifiable reliance” may serve to make that offer contractually binding (Drennan v. Star Paving Co.(1958) 51 Cal.2d 409, 333 P.2d 757)” (Smith, 2012).

The memorandum (precedent-setting cases cited in memo are from Twomey, 2011):

[Wie, Repree, Zent, Starz: name, address] [right-justified date]

[Clarice Daughtery: name, address]

Dear Ms. Daughtery:

We are writing on behalf of our client, Mr. Leonardo deCapo, who wishes to formalize your prior agreement as outlined in your correspondence of February 13th, 2008 offering a 1965 Corvette Stingray for $25,9995.00 [See Exhibit A, attached photocopy of Ms. Daughtrey’s offer note]. On March 12th, 2008, Mr. deCapo responded with a written acceptance of your offer [See Exhibit B, attached photocopy of Mr. de Capo’s acceptance note].

Mr. deCapo’s mailed note constitutes legal acceptance of your offer. The Mailbox Rule, also known as Dispatch Rule, states that an offer is considered legally accepted once that acceptance is put in writing and mailed via the United States Postal Service in a properly-addressed envelope with proper postage affixed (see Morrison v Thoelke, 155 So 2d 889 (Fla App 1963) and Adams v Lindsell, 106 Eng Rep 250 (KB 1818)) unless it has been previously clarified that agreement to the terms of a particular offer requires face to face acceptance (as in option contracts), or unless acceptance of a particular offer must be filed on or before a specified date. This does not apply to revocations of prior acceptance of an offer (as established in Morton’s of Chicago v. Crab House Inc., 746 NYS2d 317 (2002)).

As Mr. deCapo’s legal representative, we have attached a Contract for Purchase of a Car to this memo for your signature [See Exhibit C, attached]. We appreciate your prompt attention to this matter.

Respectfully yours,

[Signature and typed name of Wie, Repree, Zent, Starz representative]

[Exhibit A] Note from Clarice Daughtrey

[Exhibit B] Note from Leonardo deCapo

[Exhibit C] Contract for Purchase of a Car

Buyer: Leonardo deCapo

[His address and phone number]

Seller: Clarice Daughtery

[Her address and phone number]

Clarice Daughtery, hereafter referred to as the Seller, hereby conveys to Leonardo deCapo, hereafter referred to as the Buyer, full ownership and title to the motor vehicle described below:

1965 [color] Corvette Stingray, [VIN #], [odometer miles], [license plate information, if applicable]

The Buyer hereby agrees to pay $25,995.00 and all title transfer fees on March 12, 2008 [or a reasonable date that his lawyers advise him to select, when he will pay Ms. Daughtery] to the Buyer upon receipt of the motor vehicle. The Buyer also agrees to pay all title transfer fees per Seller’s request.

This vehicle is acknowledged by both parties as being sold “as-is” and without any warranties. Buyer understands that all automobile insurance and sole financial responsibility for the proper ownership of this motor vehicle will fall solely to the Buyer and that the Seller shall not be liable for any acts or lapses of responsibility on the part of the Buyer.

This agreement shall be governed by the laws of the State of California, the County of Los Angeles, the City of Beverly Hills, and any applicable U. S. laws.

The parties hereby signify their agreement to the terms above by their signatures affixed below:

Leonardo deCapo [date]

[space for Ms. Daughtery to sign and date the contract]

 

References

Twomey, D. P., and Jennings, M. M. (2011) Anderson’s Business Law and the Legal Environment. Retrieved from http://digitalbookshelf.southuniversity.edu

U. S. Legal, Inc. (2012). Mail Box Rule Law & Legal Definition. Retrieved from http://definitions.uslegal.com/m/mail-box-rule/

Cornell University Law School (Legal Information Institute [LII]). (2010, August 19). MAILBOX RULE. Retrieved from http://www.law.cornell.edu/wex/mailbox_rule

Richman, B. & Schmelzer, D. (Duke University). (n.d., possibly 2010). When Money Grew on trees: The Untold Story of Lucy v. Zehmer.  Retrieved from http://scholarship.law.duke.edu/cgi/viewcontent.cgi?article=2979&context=faculty_scholarship

Avvo. (2012). Car dealership has sent me a Notice to Rescind contract. Is there anything I can do? (Unsigned question on legal advice website). Retrieved from http://www.avvo.com/legal-answers/car-dealership-has-sent-me-a-notice-to-rescind-con-536448.html

4LawSchool.com. (2012). Contracts Law Outlines: Mailbox rule. Retrieved from http://www.4lawschool.com/contracts101/mailbox.htm

Smith, C. A. (2012). Acceptance Defined. Retrieved from http://www.west.net/~smith/acceptance.htm

Kirshbaum, D. (n.d.). Legal Forms – (boilerplates.) Retrieved from http://grox.net/misc/legal.forms/index.html

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