Contract Law - Part 3: Draft a Contract

Sale of Goods under UCC Article 2

Article 2 of the Uniform Commercial Code, which Florida has enacted as chapter 672, Florida Statutes, governs contracts to sell goods, meaning movable things like VR goggles. When a sales contract is silent, the Code fills many gaps on its own, supplying a reasonable price or a reasonable delivery time, but it will not supply the quantity. A drafter writes down every negotiated term, so the deal controls rather than the default, and then covers risk in transit, rejection of defective goods, and warranties.

Boilerplate Provisions

Boilerplate provisions are the standard clauses near the end of a contract that govern how it is read and enforced once a dispute begins. Beginners treat them as filler, but the clauses on venue, governing law, and attorney fees decide where a case is heard, whose law applies, and who pays the lawyers. Those answers can decide who wins.

Integration Clause

An integration clause, also called an entire agreement or merger clause, states that the written contract is the parties’ complete and final agreement. It keeps either side from later claiming that a side deal, a spoken promise, or an email guarantee made before signing belongs in the contract. In effect, it tells a court to find the deal within the four corners of the document.

Choice of Law and Severability

A choice of law clause names the state whose law governs the contract, such as Florida, so no one has to litigate that question later. A severability clause keeps the rest of the contract in force if a court strikes one provision. Sandy requires both, along with an integration clause and an attorney fees clause.

UCC Implied Warranties

Under the Code, a merchant selling the kind of goods it deals in warrants by law that they are fit for their ordinary purpose: the implied warranty of merchantability. A seller with reason to know the buyer’s particular purpose, and that the buyer is relying on the seller’s judgment, also warrants fitness for that purpose. To disclaim these warranties in a written contract, the seller needs conspicuous language, and a disclaimer of merchantability generally has to name it.

Statute of Frauds

Under UCC section 2-201, a contract to sell goods for $500 or more is generally enforceable only against a party who signed a writing showing that a contract was made. The writing may leave out other terms, but the contract is enforceable only up to the quantity it states. That is why the quantity term and the signatures matter, and why a draft no one has signed cannot yet be enforced against either company.

Part 1: Understand the Deal

Read the deal terms below and list each one, from the unit price to the warranty period. Every term on your list has to appear in the contract, and you will check each by hand in Part 4.

Deal terms: You work for a virtual reality company called TotallyVR, Inc., located at 222 Volusia Avenue, Daytona Beach, FL 32118. Your client is Meta Lounge, LLC, a virtual reality bar in Atlanta, Georgia. The managing member, Harry Simpson, has agreed to purchase 30 TotallyImmersed MAX® virtual reality goggles at a base price of $2,455.00 each (which includes tax and shipping). You have negotiated a 5% discount off the total price for this bulk order. Delivery must occur at 123 Main Street, Atlanta, GA 30329 within six months of the effective date, with payment due 30 days after delivery. The buyer has 7 days from delivery to request refunds for damaged or defective goggles, and you are providing a 12-month warranty from the date of delivery.

Part 2: Follow the General Counsel’s Instructions

Sandy’s instructions control how you use the template and what you add to it. Hathaway’s column prints 21 boilerplate clauses from a Michigan practice book beside his plain-English rewrites, and the rewrites are the language Sandy wants. His rewrites of her four clauses are quoted below, under his own headings: Entire Agreement is the integration clause, and Applicable Law is the choice of law clause. That clause names Michigan, so change the state to Florida and keep the rest of his wording. In the signature blocks, the companies are the parties, and each signer’s name and title show that the person signs for a company rather than personally.

Sandy’s instructions: Your in-house counsel, Sandy, is on vacation but has authorized you to draft the contract using the company template. She explicitly instructed you to treat the template as a guide, deleting or editing language as needed. Furthermore, she requires you to add four specific boilerplate clauses that are missing from the template: Integration, Choice of Law (designating Florida), Severability, and Attorney Fees. Knowing that Sandy despises legalese, you must research the “Plain English in Contract Recitals and Boilerplate” article by George H. Hathaway and use his exact, simplified language for those four clauses. Finally, ensure the signature blocks correctly reflect that the corporate entities are the actual parties to the contract, though Harry Simpson and your Sales Manager, Derrick Young, will be the authorized signers.

Hathaway’s rewrites of the four clauses (from “Plain English in Contract Recitals and Boilerplate,” Michigan Bar Journal, November 1998, pages 1226–1227):

• Entire Agreement: This Agreement and its attachments contain the entire understanding between the parties.
• Applicable Law: This Agreement will be governed and interpreted by Michigan law.
• Severability: Each provision of this Agreement must be interpreted in a way that is valid under applicable law. If any provision is held invalid, the rest of the Agreement will remain in full effect.
• Attorney Fees: If a dispute arises out of this Agreement, then the prevailing party will be entitled to actual attorney fees and costs.

Part 3: Draft and Refine with AI

Start from the template, not a blank page. Give the Drafting Partner the template, the deal terms, and Sandy’s instructions, and assemble the first draft with it clause by clause. Then run each section through the Plain Language Coach. The template gives it plenty to cut, starting with “pursuant to” and “hereby.” It also calls the parties Seller and Buyer in most sections and Client and Business in others, so pick one name for each party and keep it. Last, give the UCC Reviewer your draft and the deal terms so it can test the math, the delivery terms, the refund window, and the warranty. Check every Code section it cites against the UCC sections in Resources.

Part 4: Post Your Deliverable

Run the Signature Block Reviewer on your signature blocks first. Then check the whole contract against the deal terms yourself, and compute the final price by hand with the 5% discount applied. The AI’s arithmetic is a claim until you confirm it. Post the entire finished contract as the text of a new discussion thread, not as an attached file.

Part 5: Share Chat Link

Include one AI chat link with a 1–2 sentence explanation of what the conversation shows and why you chose to share it.

Drafting Partner

Structured input with explained output. Separate inputs keep the template, the terms, and Sandy’s rules from blurring together, and a clause-by-clause explanation means you approve every clause rather than inherit a document you never read.

Plain Language Coach

Constrained editing. The ban on changing legal meaning is the guardrail, and the change log is how you check that the model stayed behind it.

UCC Reviewer

Red-teaming against a checklist: naming the terms to verify and ordering a hunt for loopholes produces a review you can act on. Asking for section numbers is the responsible-use move, because it lets you check each rule in the Code itself.

Signature Block Reviewer

One narrow task with a concrete fix. Aiming a prompt at the single detail that can make a signer personally liable for a company’s contract catches that error, and the corrected block gives you a model to hold yours against.