Welcome back to the Law School Toolbox podcast. Today, we are continuing a four-part "Quick Tips" series, in which we will complete a full legal writing makeover. Your Law School Toolbox hosts are Alison Monahan and Lee Burgess, that's me. We're here to demystify the law school and early legal career experience, so you can be the best law student and lawyer you can be. We're the co-creators of the Law School Toolbox, the Bar Exam Toolbox, and the career-related website CareerDicta.
Alison also runs The Girl's Guide to Law School. If you enjoy the show, please leave a review or rating on your favorite listening app, and check out our sister podcast, the Bar Exam Toolbox podcast. If you have any questions, don't hesitate to reach out to us. You can reach us via the contact form on LawSchoolToolbox.com, and we'd love to hear from you. And with that, let's get started. Welcome back. This episode is the fourth and final part of our "Legal Writing Makeover" series.
Our goal in this series is to transform a poorly written piece of legal writing into a legal writing A+, one section of IRAC at a time. Today we are focusing on the fourth and final part of IRAC - the conclusion. So let's recap our situation one last time. You were responding to a short-answer question on an exam that asks whether there is an enforceable contract against the buyer.
The facts indicate that the buyer and seller agreed via phone that the seller would sell the buyer a boat for $400,000. However, after this phone conversation, the buyer sent a signed letter to the seller stating, "I have run into some financial difficulty and will not be able to honor our agreement to buy your boat for $400,000." The seller now wishes to enforce the contract against the buyer.
Is there an enforceable contract against the buyer for the sale of the boat? Let's also recap the response to this question that could use a makeover.
"The issue is whether there is a contract for the sale of the boat. The formation of a contract requires a mutual assent, which involves both a valid offer and acceptance, consideration or a bargained-for exchange involved, and a lack of any defenses to the formation of said contract. The UCC Article 2 is the presiding contract law concerning any sale of moveable goods.
The UCC, likewise, has a statute of frauds provision, which requires that a contract concerning moveable goods of over $500 be written on paper in writing. Here, the buyer and the seller had a conversation on May 1st, where they agreed to the sale of the boat for $400,000 and agreed that the seller would deliver the boat to the buyer's house on May 4th, which the buyer would then pay the purchase price.
This agreement indicates a mutual assent and a consideration, and has no defenses to formation. However, because the boat is a moveable good over $500, therefore the statute of frauds requires the contract to be in writing. The buyer signed a letter and mailed it to the seller, indicating he did not want to buy the boat. This letter satisfies the statute of frauds requirement and would be an enforceable contract against the buyer."
In the first episode of this series, we revised our issue statement to a statement that identifies the specific issue that we must determine to answer the question in the prompt. In Episode 2, we added a preliminary mini-IRAC regarding what law governs this contract and revised our rule statement. And in our last episode, we used our revised rule statement to draft a high scoring analysis.
In particular, we linked rule elements with the specific facts that establish each element, using words such as "because". Linking each part of the rule to a detail in the facts allowed us to explain why our conclusion is correct. All that is left is to wrap up our answer with a final sentence that, [1] naturally flows from our analysis; and [2] directly responds to the question prompt.
Let's recap the first three parts of our revised answer: "A preliminary issue is what law governs this contract. The UCC governs all contracts for the sale of goods. Goods are things that are movable at the time of formation. Here, the boat is a good because it is a movable thing, and therefore the UCC governs this contract. The next issue is whether the buyer's letter to the seller is a sufficient writing to satisfy the statute of frauds and enforce the contract against the buyer.
The formation of an enforceable contract requires mutual assent, consideration, and no defenses to formation. The statute of frauds is a defense to formation.
Under the UCC statute of frauds, contracts for the sale of goods over $500 must be in a writing that, [1] is sufficient to show that a contract was made; [2] identifies the subject matter of the contract; [3] includes all essential terms, meaning a quantity term for the UCC; and [4] is signed by the party against whom enforcement is sought. Here, mutual assent is satisfied, because the buyer and seller agreed about the sale of the boat during the May 1st conversation.
Consideration is also satisfied, because the agreement is for the exchange of the boat from the seller for $400,000 from the buyer. Regarding potential defenses to formation, the statute of frauds applies because this contract is for the sale of a good - the boat - for over $500. However, the buyer's signed letter to the seller may not satisfy the statute of frauds writing requirements.
First, the letter is sufficient to show that a contract was formed, because it refers to the parties' agreement. The letter also identifies the subject matter of the contract as the agreement that the buyer would buy the boat for $400,000. Third, the letter contains the only essential term for a UCC contract - a quantity term - by referring to the seller's single "boat".
Fourth, the letter is signed by the party against whom enforcement is sought, because the buyer signed the letter, and the seller is now trying to enforce the contract against the buyer." Now let's add the cherry - a conclusion sentence. Remember, our conclusion must, [1] naturally flow from our analysis; and [2] directly respond to the question prompt: Is there an enforceable contract against the buyer for the sale of the boat?
Here's an example conclusion sentence: "Therefore, there is an enforceable contract against the buyer for the sale of the boat, because the buyer's letter satisfies the statute of frauds writing requirement." The first part of the sentence meets the second requirement by directly answering the question. The second part of the sentence relates this conclusion back to the major issue we discussed in our analysis.
By doing so, this conclusion allows the grader to easily see that we correctly answered the question and logically follow how we got there. A great last impression. And that wraps up our four-part "Legal Writing Makeover" series. If you enjoyed this episode of the Law School Toolbox podcast, please take a second to leave a review and rating on your favorite listening app. We'd really appreciate it. And be sure to subscribe so you don't miss anything.
If you have any questions or comments, please don't hesitate to reach out to Lee or Alison at lee@lawschooltoolbox.com or alison@lawschooltoolbox.com. Or you can always contact us via our website contact form on LawSchoolToolbox.com. Thanks for listening, and we'll talk soon!