Contract Analysis

Assignment Brief

Analyze one of your contracts, it could be for:

• your cell service
• a loan agreement
• a rental agreement
• a lease for your current residence
• or a similar type of contract. 

Citations are mandatory in all of your written assignments. If you are citing a legal resource, such as a case, use the proper legal citations and if a non-legal source, then use 
APA citation format. See Blackboard resources listed for APA citation information.

Here are some of the questions you should answer after reviewing your contract.

1. Who are the parties, the date and times for performance?
2. How does each party satisfy each element of a contract?
3. Are there any issues about any of these contract elements?
4. Does this contract fall within the Statute of Frauds? If so why and if not, why not?
5. Are there any ambiguous provisions that would fall within the exception to the Parol Evidence Rule? What are they and how would you deal with these provisions?
6. Are there any conditions precedent, concurrent or subsequent? What are they and how would this work as to the parties performing this contract?
7. When must each party perform? Would a court interpret the performance dates strictly in this contract? Why or why not?
8. When and how does this contract terminate? Are there any liquidated damages provisions?
9. What happens if one party decides to unilaterally rescind the contract before they have fully performed their obligations under the contract?
10. Can the parties mutually agree to extend this contract? Is there a provision in the contract for automatic extension
11. Do you see any other contract legal issues in this contract and if so, what are they?
12. How have the parties performed this contract to date? Have there been any legal contract issues between or among the parties to date? How were they resolved, if there have been any?

Sample Answer

Contract Analysis: Residential Rental Lease Agreement

Parties and Performance Dates

This lease agreement is between the Landlord, ABC Property Management, and the Tenant, John Doe. The contract was signed on July 1, 2023, and the lease term runs from August 1, 2023, to July 31, 2024. Performance, in this context, involves the Tenant paying monthly rent of £1,200 on the first day of each month and the Landlord providing habitable premises.

Contract Elements and Satisfaction

A valid contract requires offer, acceptance, consideration, mutual assent, and legal capacity:

• Offer: The Landlord offers the premises for rent under specified terms.

• Acceptance: The Tenant accepts the offer by signing the lease.

• Consideration: The Tenant provides monetary rent; the Landlord provides housing.

• Mutual Assent: Both parties consented voluntarily and signed the lease.

• Capacity: Both parties are legally capable adults.

No issue is apparent with these elements; they are satisfied, making the contract legally enforceable.

Statute of Frauds

This contract falls within the Statute of Frauds, as leases exceeding one year must be in writing to be enforceable under UK law (Law of Property Act 1925, s. 53). This lease’s one-year term requires written form, which is fulfilled.

Ambiguous Provisions and the Parol Evidence Rule

The lease contains an ambiguity regarding the use of common areas, stating tenants have "reasonable access" but not defining what constitutes "reasonable." Under the Parol Evidence Rule, external evidence cannot alter written terms unless the terms are ambiguous (Taylor v. Caldwell [1863] EWHC QB J1). This provision could be interpreted by considering prior usage patterns or landlord-tenant communications to clarify "reasonable access."

Conditions Precedent, Concurrent, and Subsequent

• Condition Precedent: The Landlord’s obligation to provide keys is contingent upon the Tenant paying the first month’s rent and security deposit.

• Concurrent Conditions: Monthly rent payment and maintenance of the premises are ongoing and reciprocal obligations.

• Condition Subsequent: If the Tenant fails to pay rent for two months, the lease may be terminated. This condition allows contract termination post-breach.

Performance Dates and Court Interpretation

Rent is due on the 1st of each month. A court would likely enforce this strictly since late payment clauses impose a fee of £50 for payments more than five days late. Courts often enforce express terms strictly where parties have agreed in clear terms, unless unconscionability is proven (Photo Production Ltd v Securicor Transport Ltd [1980] AC 827).

Termination and Liquidated Damages

Termination occurs after the lease term or upon breach. The contract includes a liquidated damages clause of £500 if the Tenant vacates early. Courts generally uphold such clauses if they are a genuine pre-estimate of loss (Dunlop Pneumatic Tyre Co Ltd v New Garage & Motor Co Ltd [1915] AC 79), which this appears to be.

Continued...