The Ice Cream Contract

For your homework assignment #$2,$ you will be creating a standard contract for a small business and determining if the contract meets all requirements of legality. Please refer to the Week $6$ assigned videos and readings, and any online research, to inform your approach. You will need to integrate your knowledge about the elements required in a contract $($from the Week $6$ assigned videos and reading$)$ with the information you are provided below to draft an actual legal document.

This assignment requires you to draft a contract for the purchase of ice cream, from the point of view of the buyer, a small ice cream cafe$.$ You do not have to consider whether the

contract would be acceptable to a seller.

Please read the below Background section very carefully. It will provide you with information about the business you represent. Your objective in drafting the contract is to use the concepts discussed during Week $6$ to meet the operational priorities of the business, while allowing enough flexibility to take account of changing business needs. Your contract must be clear enough to avoid misunderstandings between the parties.

Prior to drafting, you should make a list of the topics that are critical to this transaction. It may be helpful to think in sequential terms: follow the product from the beginning to the end of the transaction. Address the concerns that arise along the way. Try to think of conditions or situations that might cause you to want to terminate or change your obligations to the seller. Once you have developed your issues list, you should consider how you want to resolve each of the questions on your list and how the law can help you achieve your objectives.

The contract does not need to conform to a particular format. You are free to review sample agreements. However, the objective is to meet the specific needs of your business and your contract will be evaluated against that objective. It is important that the contract be complete, clear, and protective of the interests of the business.

The length of the contract depends on your writing style, the issues you identify, and the way you choose to resolve the issues. There is no required page length.

Background

For purposes of this assignment, please assume all of the following facts are true. You are free to make up any other facts that you consider crucial.

You are the new manager of $$Coffee & Cream, LLP$,$ a small business that operates $$ice cream cafe$$s$$ year round under the name $$Coffee and Cream.$$Coffee and Cream$$ operates from a storefront in a strip mall.

Harry Baer owns the business with his wife, Sally. Together, Harry and Sally make up Coffee & Cream, LLP $($C&C$).$ Harry is thinking about retiring, and you and Harry have informally discussed the possibility of your buying the business.

For fifteen years, C&C purchased all its ice cream from Rago Products. They never had a written contract. The owner of Rago Products is retiring and will shut down the business at the end of the year. Harry has been searching for a replacement supplier and believes that he has found one in Wilson Treats, Inc. $($Wilson Treats$).$ However, since he has never done business with Wilson Treats before, Harry wants you to draft a written contract that protects C&C$.$

C&C$$s sales of ice cream average approximately $10$ units$/$month of assorted flavors during the $$winter season$($November through March, inclusive$)$ and approximately $25$ units$/$month during the $$summer season$($April through October, inclusive$).($A unit $=5$ gallons in a single container$).$ However, volumes can vary radically, depending on weather and foot traffic, Harry$$s haphazard advertising, and whether the local university is hosting a sporting event. In its best year, summer volume topped $300$ units. Both you and Harry believe that with better, more creative management, C&C could significantly increase sales.

C&C has limited storage space, so it cannot hold much inventory; its refrigeration unit has a maximum holding capacity of $10$ units. C&C$$s lease with the shopping center requires that all deliveries be made after $10$:$00$ p$.$m$.$ and before $6$:$00$ a$.$m$.$ C&C has one employee who can receive deliveries between those hours; however, this employee requires at least $24$ hours$$ notice to come in for a delivery. Under its arrangement with Rago, Rago employees offloaded all orders and transported them from the loading dock into C&C$$s freezers in the back of the cafe$.$

Because C&C had come to know and trust Rago$$s quality of ice cream, there were no quality specifications in place for the product that Rago delivered. C&C prides itself on the freshness of its product. $($It can get $$freezer burn$$ if it melts and refreezes$).$ Harry has sampled Wilson Treat$$s ice cream, but no one from C&C has visited Wilson Treat$$s manufacturing site. Rago always gave C&C a $5$ percent rebate at the end of the year if purchases exceed those of the previous year by $10$