Assume you are tasked with reviewing the attached contract. You work for RFISolutions, LLC (Solutions), a company that manufactures and sells parking stickers. Most of your company’s customers are large employers—state and governmental agencies, universities, and other entities that have to limit access to their parking lots, ramps, campuses, and other parking areas. The parking stickers you sell are specialized in that they contain a radio frequency identification tag (RFID) embedded in the sticker. The RFID allows a company employee to scan the parking sticker from a distance, allowing the employee to effectively monitor the vehicles parked in a parking lot without actually reading the tag. In fact, the RFID technology allows the employee to identify the vehicle and its owners at a distance of 6–10 feet, so the employee can monitor the cars in a parking lot without getting out of, or even stopping, the vehicle used to patrol the lot.
While the stickers are mass produced, each sticker is unique in that it identifies the customer’s name, it includes a unique identifying number (ID number) for each label, and it incorporates a holographic seal in the image of the customer’s organizational logo. In addition, of course, each sticker contains a unique RFID tag with a unique frequency tied to the ID number.
A longtime customer, Hometown University, is a growing state university with an urban campus. The university buildings are interspersed among various aspects of a busy retail district in a Midwestern town. As the university has grown, so has the retail district and the residential communities contiguous with the areas that the community calls the “University District.” Like many universities with urban campuses, Hometown University faces a shortage of parking. Many of the university’s students and employees commute to the University District for school and work, and the competition among the University District retailers, residents, students, and employees has become fierce over the past three years. Hometown University has responded by increasing public transportation options for the university community, purchasing a parking structure for use by the university community, and building some limited-access parking lots adjacent to the most popular campus building. Last, Hometown University has limited access to the university parking facilities to ten hours for employees and four hours for students daily, and it has hired two full-time parking officials to patrol the parking lots day and night.
Essential to the parking strategy of the university is the use of Solutions’ RFID stickers, which allow a parking official to scan vehicles, transmit the sticker information to the official’s phone, and confirm that the vehicle is in the proper lot, at the proper times, and for the proper duration. Violators are immediately towed without warning. Each academic year, Hometown University issues new stickers, purchasing approximately 4,000 new stickers from Solutions. Solutions charges $42 for each sticker.
In anticipation of the new academic year, Hometown University submitted the attached purchase order. You have been asked to review the purchase order submitted. Your responsibility for this assignment is to review the purchase order and prepare a 3–5-page memorandum in current Bluebook format annotating any agreement that might be arrived at if Solutions were to accept the purchase order terms. Your memo must discuss each of the numbered paragraphs in the purchase order and (1) fully explain why the paragraph is legally significant (i.e., what the purpose of this paragraph is and what legal concept learned in this course is at work in the paragraph; provide authority [either a reference to a case, a Restatement (Second) of Contracts provision, or a Uniform Commercial Code provision] for any legal concepts you identify at work in the paragraph); (2) identify whether the paragraph favors Hometown University, favors Solutions, or provides benefits to both parties; (3) identify if the paragraph contains any erroneous, vague, or ambiguous terms or language (if so, identify the specific problematic language, fully explain why it is problematic, and propose some alternative language); and (4) if you believe the term in the paragraph is substantively unfair to Solutions, propose a revision to the paragraph that would be both advantageous to Solutions and acceptable to Hometown University.
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