Letter of Agreement - Civil Procedure - Past Paper, Exams of Civil procedure

Download Letter of Agreement - Civil Procedure - Past Paper and more Exams Civil procedure in PDF only on Docsity! UNIVERSITY OF MARYLAND SCHOOL OF LAW CIVIL PROCEDURE I (22 hours) Evening Division Wednesday, December 13, 1995 Professor Vaughns 6:30 p.m. - 9:00 p.m. No.___________ Signed Name:__________________________________ Printed Name:__________________________________ INSTRUCTIONS: Sign and print your name in the blanks above. Put the number found above on each of your blue books on the outside cover and on the envelope. Do not put your name anywhere on the envelope or on the blue books. EACH STUDENT IS RESPONSIBLE FOR ENSURING THAT ALL THE COMPLETED EXAMINATION PAPERS AND THE EXAMINATION QUESTION SHEETS ARE HANDED IN TO THE EXAMINATION ADMINISTRATOR. NO EXAMINATION PAPERS WILL BE ACCEPTED AFTER THE EXAMINATION ADMINISTRATOR HAS COLLECTED THE MATERIALS. YOU WILL BE GRADED ONLY ON EXAMINATION PAPERS RECEIVED AT THE ANNOUNCED TIME. After you've completed the examination, put your answers contained in the blue books in the envelope that was given out with this examination, fasten the flap with the clasp, and hand in the envelope to the examination administrator. Be sure to enclose all of your answers. You will be graded only on what is inside the envelope. Do not put the examination questions in the envelope. Hand in the questions separately to the examination administrator. Remember, do not put your name anywhere on the envelope or on your answers. Both the envelope and your answers should contain your examination number, course and instructor. SPECIAL INSTRUCTIONS: This is an open book examination; it is divided into two parts (i.e., A and B). The suggested time limits are given for each part. Although this examination is designed to be completed in two hours, you may take up to two and one-half hours to complete it. The grade for each part will be weighted approximately in accord with the time limits allotted for each part; divide your time accordingly. A word of advice: State your reasoning and conclusions as to each problem presented with maximum brevity, clarity and coherent organization. Remember, the facts are important; include them in your analysis. If you think any relevant facts have been omitted, state what they are, and discuss alternatives. CIVIL PROCEDURE - PROFESSOR VAUGHNS - PAGE 2 OF 5 PART A: (Suggested time -- 1 hour and 10 minutes) Paula, a partner at Arnold & Bart ("A & B"), an investment banking firm in State A, and David, a director of Wasteland, Inc. ("Waste"), a State B corporation in the recycling business, discussed recruiting Paula's expertise on a potential merger Waste was considering while Paula and David waited to change flights at an international airport in State C. Paula and David had worked together while account executives at a securities firm in State A. As a result of this chance encounter at the airport (and the potential for rendering future services), Paula drafted a proposed engagement letter regarding the services that A & B could provide and mailed the letter to Waste's president and its board of directors. Waste replied with its own engagement letter, including numerous substantive changes. Included among the proposed changes was a provision requiring that State B law govern the contract. Negotiations, conducted by telefax, telephone, and mail contacts, continued between Paula and Waste's president concerning the terms of the agreement and it was resolved that State A law would govern the contract. Shortly thereafter, the final letter of agreement was executed between the parties spelling out the contract obligations in meticulous detail. The agreement provided that in return for A & B's services (all to be performed in State A except for a visit to State B to meet with Waste's board of directors), Waste would pay a retainer of $50,000 payable upon the execution of the engagement letter; and a financial advisory fee of $200,000, payable within 30 business days from the delivery of the opinion on the proposed merger to Waste's board of directors. Waste paid the retainer fee when the letter was executed; and, over the course of a few months, A & B performed all of its obligations specified in the contract to Waste's satisfaction. A & B then submitted its invoice requesting a total payment of $150,000 (after subtracting the paid retainer fee amount). Notwithstanding A & B's opinion on the proposed merger, Waste decided not to proceed with the merger. While the bill remained outstanding, David called Paula seeking suggestions of other firms which provide asset appraisal valuations. Because of their prior working relationship, David also visited Paula in State A on two occasions to discuss a resolution of the outstanding bill which was never paid. Subsequently, A & B filed a complaint against Waste alleging breach of contract in a federal district court in State A. Waste responded with a motion to dismiss for lack of personal jurisdiction. State A's specific long-arm statute has been interpreted to extend jurisdiction to the constitutional limits. 1. How should the court rule on the motion to dismiss for lack of personal jurisdiction? Explain. Assume that Waste answered the complaint, instead of filing a pre-answer motion, denying that it owed A & B payment for its services alleging payment was conditioned on completion of the merger, which was never consummated. Waste's refusal to pay the outstanding bill was based upon legal advice obtained from the law offices of Dewey, Cheatum and Howe ("Howe"), a State B USE OF THESE MATERIALS IN THE EXAMINATION ROOM CONSTITUTES AN HONOR CODE VIOLATION!