ALR Student’s Corner: North Carolina Contract Law


northcarolinacontractlawYou Will Be a Transactional Lawyer – Whether You Wanted to Be One or Not

When I decided to attend law school, I had visions of myself standing in front of a jury box waxing eloquent about the merits of my client’s claim or defense. I would NOT be one of “those” transactional lawyers who spent their time agonizing over just the right word to place in some boring clause, within an even more boring contract. Surprise! I realize now that almost every lawyer will be a transactional lawyer, and will be one on a fairly regular basis. The reason for this is that nearly all agreements, reached by the attorneys for parties involved in a legal action, must eventually be reduced to writing. In order to achieve the best result for your client, you will want to be the attorney to volunteer to draft the agreement. You will agonize over the right word, because there is an art to drafting a contract.

Last semester, I reluctantly began a contracts drafting class with Professor Hefferan in order to fulfill my advanced writing component. Though I began the class with something less than enthusiasm, I am now convinced that this has been the most valuable class I have taken in law school. Not everyone has had the opportunity in law school to take an in depth course in contract drafting. Because of this fact, the treatise North Carolina Contract Law (2nd ed. 2001) and its cumulative supplement (2012) can be a valuable resource for attorneys required to draft a contract or agreement on behalf of client.  They can be found in the CSL Library by using the call number KFN7550.H88, or by searching with the keywords “North Carolina Contract” in the Library’s catalog.

What the Treatise Has to Offer

Lawyers practice within distinct jurisdictions, and the quirks of the jurisdiction as they apply to an area of law are important, even vital to practitioners. This treatise focuses its attention on North Carolina’s requirements for contracts as they are informed by state statutes, the North Carolina Supreme Court, and the North Carolina Court of Appeals. The first part of the book addresses the basic elements of contract formation and contract enforcement. The second part addresses contracts for the sale of goods under the Uniform Commercial Code, which North Carolina has adopted. This treatise is easy to search and use as it is divided by section numbers comprised of the chapter number followed by a topic number (i.e. Chapter 3, topic 44 is designated as §3-44 and is an introduction to the topic of contracts signed under seal).

The Importance of Jurisdiction Specific Research; Contract Under Seal

Part one of this volume is filled with references to North Carolina case law that will help expand an attorney’s understanding of some of the unique features of the state’s approach to contract law. For example, North Carolina is a jurisdiction that has unique statutory and case law surrounding contracts that are signed under seal.

I decided to create a brief research exercise within the volume related to the signing of a contract under seal. Both the table of contents and index contain information to help a lawyer or other legal professional easily navigate this topic within the treatise. You can find the topic of seals quickly within the table of contents; other terms useful to search, such as “seal,” “statute of limitations” and “consideration,” are contained in the index. What constitutes a seal and the implications of its use, or lack of use, are fully covered. Quite important to both plaintiffs and defendants in North Carolina would be the knowledge that generally a contract signed under seal has a statute of limitations that is ten years, rather than the normal three-year statute of limitations applied to contracts.

Conclusion

This treatise is an invaluable tool for those in the legal profession who draft, or seek to enforce or interpret contracts within the jurisdiction of North Carolina. I believe it is so useful that it is a text many legal professionals should consider purchasing for their own library. It is available from LexisNexis for $217.00. With the treatise in hand, North Carolina case law noted within it can be retrieved for free through the North Carolina Courts website. Statutes referenced in the text can be found on the internet for free as well through the North Carolina General Assembly website. Additionally, the internet provides many websites where sample contracts can be viewed, one example is www.onecle.com. While it is almost always helpful to have a template to follow, templates do not explain the law or the consequences of failing to understand contracts law in a particular jurisdiction.

~ Kathleen Vogel, Class of 2013 ~

Class Advisor – Cory M. Lenz, Esq.

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