Description:The process of legal analysis, i.e. the Issue-Rule-Analysis-Conclusion format, is the...

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Description:The process of legal analysis, i.e. the Issue-Rule-Analysis-Conclusion format, is the analysis which all lawyers are use. It should be emphasized that this type of analysis is not limited solely to legal analysis. It can (and should) be applied in any situation in which a knowledgeable person attempts to apply that knowledge to a specific life experience. The following description of the I-R-A-C process may be helpful:In the I-R-A-C process the student is required to do the following:A. Issue: Identify the question which best addresses the problem posed by the facts presented(There should be a direct link between the question raised in the Issue and the general “rule” set out in the Rule. For example, if you think the facts presented raise a question whether one party made an “offer” to the other party, the Issue could be stated, “Did X make an offer to Y?”)B. Rule: Identify and state the legal rule(s) verbatim (word-for-word) from the text which apply in the situation or fact pattern given.(Again, there should be a direct link between the question raised in the Issue and the general “rule” set out in the Rule. For example, if you have asked in the Issue, “Did X make an offer to Y?” , then your Rule would be a definition of an offer, page 225:“Under the common law, three elements are necessary for an offer to be effective:“1. The offeror must have a serious intention to become bound by the offer.“2. The terms of the offer must be reasonably certain, or definite so that the parties and the court can ascertain the terms of the contract.“3. The offer must be communicated by the offeror to the offeree, resulting in the offeree’s knowledge of the offer.”)C. Application: Apply the legal rule(s) you identified to the given fact pattern. Your analysis should proceed in a step-by-step logical fashion and connect each point raised in the rule to the facts given in the fact pattern.(You want to use the words in the Rule to shape your discussion in the Application. You would want to identify who in the facts presented is: the “offeror”, “terms of the offer”, “parties”, and “ offeree”. Those connections are relatively easy to do. In addition, however, you would want to explain why you think: the offeror had “ serious intention to become bound”; the terms are “reasonably certain, or definite so that the parties and the court can ascertain the terms of the contract”; and the “offer” was communicated. These connections require developing the habit of explaining your thinking fully and clearly.D. Conclusion Make a conclusion based upon your analysis. Be sure that your conclusion is logically supported by your analysis (There is no need to repeat what you have already said in the Application. The best Conclusion is a one word answer to the question raised in the Issue – yes or no.)

Robert · Accepted Answer

11-1 
Issue: Is International Business Machines Corp. (IBM) liable to pay damages to American 
Shizuki Corp. (ASC) due to fraudulent misrepresentation and negligent misrepresentation? 
Rule: Under the common law, fraudulent misrepresentation occurs when one party makes a 
representation to another, knowingly that it is false, and with the intent to deceive another 
with such representation. Negligent misrepresentation occurs when a party makes a false 
statement to another for entering into a contract and where they do not have reasonable 
grounds to believe it to be true. 
Analysis:  As per the facts of the case, IBM and ASC entered into an agreement for future 
purchases by IBMof plastic capacitors to be used in IBM computers. It was stated that IBM 
was not obliged to buy but only an authorisation to manufacture and intent to order subject to 
the fact that these meet the required standards. After a few years, due to advent of 
technology, the need for the capacitors dissipated and IBM told that it would no longer buy 
them. It is seen that since IBM did not make any oral or written promise to buy and clearly 
said that there is to be no obligation to buy; there can be no fraudulent misrepresentation or 
negligent misrepresentation by IBM. Further, there cannot be invoked the doctrine of 
promissory estoppel as there was no contractual or non-contractual promise by IBM and 
hence, no injustice towards ASC. 
Conclusion: No, IBM is not liable to pay any damages to ASC due to any fraudulent 
misrepresentation or negligent misrepresentation. 
11-2 
Issue: Is there a sale of units from National Hydro-Vac to Guzzler Manufacturing? If yes, 
when did the title to the units pass? 
Rule: As per Sec 401(3)(b), where delivery is to be made without moving the goods and if at 
the time of contracting the goods are already identified and no documents are to be delivered, 
the title to the goods passes at the time and place of contracting. 
Analysis: National Hydro-Vac Industrial Services, L.L.C. bought some of the assets of 
Freemyer Co. including three vacuum units manufactured by Guzzler Manufacturing, with 
whom National had an account. In an exchange offer by National, it shipped the units to 
Guzzler in spring of 2000 and who further sold them to Vac-Tech after refurbishing. Guzzler 
offered to pay $130,000 to National for the two units in May or June but eventually paid only 
$130,000 for both. Applying S 401(3)(b), since the units were already in the possession of 
Guzzler at the time of contracting, it amounted to a sale and the title passed to Guzzler and 
payment became due to National at that time. 
Conclusion: Yes, there was a sale of units from National to Guzzler and the title to the units 
passed at the time that the units got into the possession of Guzzler in spring of 2000. 
11-3 
Issue:  Is there a sale and transfer of risk and loss to the buyer on the case of the agreement 
between H.S.A. II,Inc. and Ford Motor Co. ? 
Rule: Under the Uniform Commercial Code, S 2-106(1), a „sale‟ consists of the passing of 
title from seller to the buyer for a price. As per S 2-401 of the same, it is provided that the 
title of the goods passes from the seller to the buyer in the manner and on the conditions 
agreed upon between the parties. 
Analysis: As per the facts of the case, H.S.A. II, Inc. manufactured parts for motor vehicles 
and under an agreement with Ford Motor Co., it got steel to make Ford motor parts. The 
purchase orders of Ford, for the parts contained the term “FOB Carrier Supplier‟s [Plant]”. 
Further, H.S.A. took loan from GMAC Business Credit and it was granted on terms that on 
insufficiency of funds with H.S.A., it would be repaid from inventory, raw materials and 
finished goods of H.S.A. Subsequently, H.S.A. filed for bankruptcy and Ford tried to take 
custody of its finished goods. GMAC halted the removal of goods for that there has been no 
sale and Ford had no title and no interest in goods. Ford replied that according to purchase 
orders, title and risk of loss transferred on finishing of goods. On application of U.C.C. S 2-
106(1) and S 2-401, the term “FOB Carrier Supplier‟s [Plant]” imply that the supplier is 
responsible for the expense and the risk of putting the goods in the possession of the carrier 
and on doing of same, the title passes to the purchaser. Here, the goods are merely complete 
and not put in the possession of the carrier by the seller. Thus, delivery and sale are not 
complete and Ford cannot be said to have the title and risk of loss of the goods. 
Conclusion: No, there is no sale between H.S.A. and Ford per the agreement and hence, no 
transfer of title and risk of loss on mere completion of the parts. 
11-4 
Issue:  Is there a breach of contract by Metro-North Commuter Railroad Co.?

Description: The process of legal analysis, i.e. the Issue-Rule-Analysis-Conclusion format, is the analysis which all lawyers are use. It should be emphasized that this type of analysis is not limited...

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