490: A Legal Writing Makeover (Part 2 – The Rule Statement) - The Law School Toolbox Podcast: Tools for Law Students from 1L to the Bar Exam, and Beyond

Episode Transcript
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Lee Burgess (00:01):
Welcome back to the Law School Toolbox podcast.
This episode is the second partof a four-part series called
"Legal Writing Makeover".
Your Law School Toolbox hosts are AlisonMonahan and Lee Burgess, that's me.
We're here to demystify the lawschool and early legal career
experience, so you'll be the bestlaw student and lawyer you can be.
We're the co-creators of the Law SchoolToolbox, the Bar Exam Toolbox, and the

(00:23):
career-related website CareerDicta.
Alison also runs TheGirl's Guide to Law School.
If you enjoy the show, please leavea review or rating on your favorite
listening app, and check out our sisterpodcast, the Bar Exam Toolbox podcast.
If you have any questions, don'thesitate to reach out to us.
You can reach us via the contactform on LawSchoolToolbox.com,
and we'd love to hear from you.
And with that, let's get started.

(00:51):
Welcome back!
This episode is the second partof a four-part series called
"Legal Writing Makeover".
In this complete series, we will takea poorly written piece of legal writing
and transform it into a legal writingA+, one section of IRAC at a time.
Today we are focusing on the secondpart of IRAC - the rule statement.
But before we jump into that,let's recap the situation.

(01:14):
You are responding to a short-answerquestion on an exam that asks
whether there is an enforceablecontract against the buyer.
The facts indicate that the buyer andseller agreed via phone that the seller
would sell the buyer a boat for $400,000.
However, after this phone conversation,the buyer sent a letter to the seller
stating, "I have run into some financialdifficulty and will not be able to

(01:37):
honor our agreement to buy your boatfor $400,000." The seller now wishes to
enforce the contract against the buyer.

Again, the prompt asks (01:45):
"Is there an enforceable contract against the
buyer for the sale of the boat?"
Let's also recap the response to thisquestion that could use a makeover.

The response states (01:57):
"The issue is whether there is a contract
for the sale of the boat.
The formation of a contract requiresa mutual assent, which involves
both a valid offer and acceptance,consideration or a bargained-for exchange
involved, and a lack of any defensesto the formation of said contract.
The UCC Article 2 is thepresiding contract law concerning

(02:21):
any sale of moveable goods.
The UCC, likewise, has a statute offrauds provision, which requires that
a contract concerning moveable goods ofover $500 be written on paper in writing.
Here, the buyer and seller had aconversation on May 1st, where they
agreed to the sale of the boat for$400,000, and agreed that the seller
would deliver the boat to the buyer'shouse on May 4th, which the buyer

(02:44):
would then pay the purchase price.
The agreement indicates a mutualassent and consideration, and
has no defenses to formation.
However, because the boat is amovable good over $500, therefore
the statute of frauds requiresthe contract to be in writing.
The buyer signed a letter andmailed it to the seller, indicating
he did not want to buy the boat.

(03:05):
This letter satisfies the statute offrauds requirement that would be an
enforceable contract against the buyer."
Whew!
Okay, let's move forward withour legal writing makeover.
In the last episode, we revised our issuestatement to a statement that identifies
the specific issue that we must determineto answer the question in the prompt.

(03:25):
So instead of the statement, "Theissue is whether there is a contract
for the sale of the boat", we revisedthis issue statement as follows: "The
issue is whether the buyer's letterto the seller is a sufficient writing
to satisfy the statute of frauds andenforce the contract against the buyer."
With that, let's turn to the next sectionof our IRAC - the "R", or rule statement.

(03:48):
This answer had a several sentence rulestatement: "The formation of a contract
requires a mutual assent, which involvesboth a valid offer and acceptance,
consideration or a bargained-for exchangeinvolved, and a lack of any defenses to
the formation of said contract. The UCCArticle 2 is the presiding contract law

(04:08):
concerning any sale of moveable goods.The UCC, likewise, has a statute of
frauds provision, which requires thata contract concerning moveable goods of
over $500 be written on paper in writing."
The author is correct regardingthe rules we must use to answer
the major issue in this question.
We need a rule regarding the elementsof an enforceable contract, and a

(04:30):
possible statute of frauds defense.
However, notice how the authorsandwiched a rule regarding a preliminary
mini-issue - what law governs thiscontract, between a rule statement
regarding formation and a rule statementregarding the statute of frauds.
This brings us to the second part of ourfirst legal writing tip: Separate issues

(04:51):
into individual mini-IRAC sections.
This makes your answer simpler andeasier for the reader to follow.
For contracts questions in particular,get in the habit of including a
preliminary mini-IRAC regardingwhat law governs the contract.
Here, that mini-IRAC mightstate: "A preliminary issue is

(05:11):
what law governs this contract.
The UCC governs all contractsfor the sale of goods.
Goods are things that aremovable at the time of formation.
Here, the boat is a good, becauseit is a movable thing, and therefore
the UCC governs this contract."
After addressing this preliminaryissue, insert the main issue statement

we drafted above (05:30):
"The next issue is whether the buyer's letter to the
seller is a sufficient writing tosatisfy the statute of frauds and
enforce the contract against the buyer."
Now let's work on our rulestatement to determine this issue.

Again, here's our starting point (05:46):
"The formation of a contract requires a mutual
assent, which involves both a validoffer and acceptance, consideration
or a bargained-for exchange involved,and a lack of any defenses to the
formation of said contract. The UCC,likewise, has a statute of frauds
provision, which requires that a contractconcerning moveable goods for over

(06:08):
$500 be written on paper in writing."
The author's first sentenceis technically correct.
However, it is difficult to followbecause the author is trying to
cover three rules in one sentence.
This brings us to our next majorlegal writing tip: In general,
make one point per sentence.
If you start a new point,start a new sentence.

(06:29):
This may make your writing a bit choppyat first, but transition words will easily
fix that problem in a brief or a memo.
And for purposes of exams, it iseasier for a grader to award points
based on clear, choppy writing thanwriting that the grader can't follow.
So, let's break down the threepoints or rules the author
has jammed into this section.

Rule 1 (06:50):
The formation of an enforceable contract requires
mutual assent, consideration,and no defenses to formation.

Rule 2 (06:58):
Mutual assent consists of an offer and acceptance.

Rule 3 (07:02):
Consideration is a bargained-for exchange.
Notice how Rule 1 is our mainformation, and Rules 2 and 3
define legal terms used in Rule 1.
Notice also how separating thesethree points into three sentences
makes the rules easier to follow.
This brings us to our next legalwriting tip: Only include rules that

(07:25):
you must use to answer the question.
So, let's apply that rule here.
In particular, do we need a definitionof mutual assent or a definition of
consideration to answer this question?

Here's a lawyer answer (07:36):
It depends.
If you have time, you cancertainly include them.
However, if you are pressed for time, asyou may be on a law school exam or the bar
exam, you should cut short the sentencesdefining mutual assent and consideration,
and jump straight into the rule that youmust use to answer the major issue - the

(07:57):
rule regarding the statute of frauds.
In that case, your rule statementmight read: "The formation of
an enforceable contract requiresmutual assent, consideration,
and no defenses to formation.
The statute of frauds isa defense to formation.
Under the UCC statute of frauds, contractsfor the sale of goods over $500 must

(08:17):
be in writing that, [1] is sufficientto show that a contract was made; [2]
identifies the subject matter of thecontract; [3] includes all essential
terms, meaning a quantity term for theUCC; and [4] is signed by the party
against whom enforcement is sought.
Notice that cutting the definitionsof mutual assent and consideration

(08:40):
may help you save space and time toexpand on the rule that really matters.
In particular, we replaced the definitionsentences with the specific writing
requirements for the statute of frauds.
We also added a sentenceclarifying that the statute of
frauds is a defense to formation.
This helps the reader follow where thestatute of frauds rule belongs in the

(09:01):
context of your main formation rule.
That wraps up Part 2 of our "LegalWriting Makeover" series - how
to fix your rule statement.
We hope that this episode helps youunderstand how to write a detailed,
but also efficient rule statementthat will lead you and the grader
directly into an on-point analysis.

(09:22):
In Part 3 of our "Legal WritingMakeover", we will continue working
through the answer given above, tacklingwhat may be the trickiest and most
important part of IRAC - the analysis.
So, make sure to look out for Part3 of our "Legal Writing Makeover"
series - how to fix your analysis.
If you enjoyed this episode of theLaw School Toolbox podcast, please

(09:45):
take a second to leave a review orrating on your favorite listening app.
We'd really appreciate it.
And be sure to subscribeso you don't miss anything.
If you have any questions orcomments, please don't hesitate
to reach out to myself or Alisonat lee@lawschooltoolbox.com or
alison@lawschooltoolbox.com.
Or you can always contactus via our website contact
form on LawSchoolToolbox.com.

(10:07):
Thanks for listening, and we'll talk soon!

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490: A Legal Writing Makeover (Part 2 – The Rule Statement)

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