02104

QUESTION ANALYSIS

In 2001, Lou (L) was the managing partner of Law Firm in State X and Chris (C) was his paralegal. (Unconcionable due to unequal bargaining position) Realizing that Chris intended to go to law school, Lou invited Chris and his father to dinner to discuss Chris’s legal career. Aware of Chris’s naive understanding (Undue influence; Unclean hand) of such matters, Lou, with the authority of Law Firm, made the following written offer, (Offer) which Chris accepted orally: (Acceptance; SoF writing requirement)

CONTRACT TERMS

1) After graduation from law school and admission to the Bar, Law Firm will reimburse Chris for his law school expenses; (Consideration) (Term #1)

2) Chris will work exclusively for Law Firm for four years at his paralegal rate of pay, (too low- unconcionable?) commencing immediately upon his graduation and admission to the Bar; (Consideration) (Term #2)

3) Chris will be offered a junior partnership at the end of his fourth year if his performance reviews are superior. (Consideration) (illusory promise?) (Term #3)

In 2005, Chris graduated from law school and was admitted to the Bar, at which time Law Firm reimbursed him $120,000 for his law school expenses. (Part performance of contract terms: Term #1) Chris and his father invited Lou to dinner to thank him and Law Firm for their support. During dinner, however, Chris advised Lou that it was his decision to accept employment with a nonprofit victims’ rights advocacy center. Lou responded that, although Law Firm would miss his contributions, he and Law Firm would nonetheless support his choice of employment, (waiver) stating that such a choice reflected well on his integrity and social consciousness. Nothing was said about Law Firm’s payment of $120,000 for Chris’s law school expenses. (Waiver, gift, estoppel)

In 2008, Chris’s father died. (Unclean hand) Chris then completed his third year of employment (Laches) at the advocacy center. Not long thereafter, Law Firm filed a breach-of-contract action against Chris seeking specific performance of the agreement (Feasiblity of enforcement to service contract) or, alternatively, recovery of the $120,000. (Resitution) In State X, the statute of limitations for breach-of-contract actions is five years from breach of the contract in question. (SoL defense)

INTERROGATORY

What legal and equitable defenses can Chris reasonably present (Interrogatories) to defeat the relief sought by Law Firm, and are they likely to prevail? Discuss.

C v. LF

I. Contract formation

1. Offer

2. Acceptance

3. Consideration

1. Illusory promise

II. Legal defenses

1. SoF

(1) Part performance

2. Undue inflience

3. Unconcionability

4. Waiver

III. Equitable defenses

1. Against specific performance

(1) feasibility- involuntary servitude

(2) Laches

(3) Unclean hands

(4) Gift

(5) Promissory estoppel