Memorandum of Law

To: Thane J. Messinger
From: Learning Team C
Date: July 13, 2009
Re: Contract Creation and Management:   Legal Risks and Opportunities

The contract formation and management between C-S and Span Systems developed a business relationship of uncertainties between both companies.   The ambiguity of the contract and lack of clear communication established the groundwork for legal risks, liability, and the potential for rescission.
The business memo outlines the identification and management of legal risks.   The memo will further detail principles, measures, legal opportunities and possible alternatives to resolving the legal issues presented with the contract formation between both companies.

Indistinctness of the wording of the contract between Span and C-S may have caused great risks for both parties but also created the opportunity for Span to negotiate remedies based on the vagueness of the contract clauses.   These risks of uncertainty were wording such as ‘ordinary requirement change’.   This wording does not specify any type of measurements or plan of action as to what types of changes are ordinary.   Also the risk of not comprehending the wording of the clause of performance that states ‘substantial performance’, even though this does not clearly state what the expectations are such as a timeline or the specific quality levels of the performance, both parties arguments were proved to be valid based on this clause.   It is a very important necessity that both parties review and have complete understanding of the wording of the contract.
Span clearly did not perform to the best of C-S standards but because of the mishaps in the contract writing and the fact that C-S did not provide the level of expectations outlined as well, this presented Span with opening negotiations to have the contract amended.   This proved to be helpful in regaining the trust of C-S by showing willingness to make right by suggesting clauses that benefited both parties...