Noodle Agreement Contract

[umer936]

I wrote up a contract for The Noodle Agreement for my team, 3481.
3481.pdf

We will print this out and bring this to competitions.

Here's one without 3481.
Blank.pdf

Thoughts?

[JeffersonMartin]

Might have jumped the gun on this one.
http://www.usfirst.org/sites/default...pdates0109.pdf

[Jacob Paikoff]

Very nice, but you should probably read the Team Update posted this evening

[cgmv123]

*Slams head into laptop*

[Joey1939]

This brings new meaning to The Noodle Agreement, but yeah read the team update.

[EricH]

Originally Posted by umer936

I wrote up a contract for The Noodle Agreement for my team, 3481.
Attachment 17791

We will print this out and bring this to competitions.

Here's one without 3481.
Attachment 17792

Thoughts?

Please to write a new contract for team 3481. As follows:

Team 3481 hereby pledges to READ, and update the entire Chief Delphi on, EVERY Team Update for the rest of the 2015 season.

In short, Section 10 of the proposed agreement is Hereby INVOKED by the Game Design Committee, covering the ENTIRE agreement.


In other words, today's Team Update eliminated The Noodle Agreement from use, particularly in your usage.

[Monochron]

Originally Posted by umer936

Thoughts?

Don't do that thing. It's bad.

[JABianchi]

Originally Posted by umer936

I wrote up a contract for The Noodle Agreement for my team, 3481.
Attachment 17791

We will print this out and bring this to competitions.

Here's one without 3481.
Attachment 17792

Thoughts?

Originally Posted by cgmv123

*Slams head into laptop*

Maybe sarcasm is like multiplying i by itself...

i, original statement = confounding
i^2 = -1, sarcasm of statement = clever
i^3 = -i, sarcasm of sarcasm of statement = negatively complex
i^4 = 1, sarcasm of sarcasm of sarcasm of statement = too simple
i^5 = i, sarcasm of sarcasm of sarcasm of sarcasm of statement = I can't tell if there is really any sarcasm at all

[Zebra_Fact_Man]

Someone didn't read the rules update...

[Tristan Lall]

I'm going to entirely ignore the team update, because I find the concept of a gameplay contract between teams substantially more interesting. The possibility of a lawsuit between teams (because that's what you'd have to be willing to do to enforce the contract) isn't fantastic, but I feel confident enough that under the circumstances, the possibility is sufficiently remote as to treat this as a learning opportunity rather than as a plan for action.

I notice first of all that you appear to have used a contract template or contract generator. While that's a good idea—in that it provides you with a framework that covers the main tenets of a good contract—the one(s) you used seem to have led you a little astray. Or perhaps it's your cunning wit that led you astray, but either way, it's an interesting exercise to deconstruct the document.

The part starting with "[w]hereas" (called the recitals) don't have to be in flamboyant or arcane language, because that has no bearing on the legal strength of the document—so if you do include linguistic flourishes, do so because you think they sound nice, not because you think you need to. Legalese isn't necessary, it's just traditional—and frequently not for particularly good reasons. Also, claiming to be "a professional FRC team of good standing"¹ is needlessly vain.

That statement of consideration, raises interesting and complicated questions. In British common law, consideration was a required element of most contracts,² and meant that the parties had exchanged something valuable, and therefore that the contract was a meaningful endeavour. What you're essentially doing with that sentence, is telling the court that might eventually adjudicate a lawsuit over this contract, not to worry about looking for consideration: the parties stipulate that it exists. If that's what you want, it's a good hedge, if you're in a jurisdiction where consideration is a required element of a contract, and is strictly enforced—but firstly, the court is not compelled to accept that, and secondly, those jurisdictions are rarer and rarer these days. While in most commercial contracts, the consideration is self-evident and there's no need to belabour it, I think you're right to recite consideration here, because the benefits arising from the agreement are actually fairly intangible, and it won't harm you if consideration is immaterial in your jurisdiction.

Section 1 is too vague. You have to specify the circumstances. Cite the rules (as of a certain date, or the date of the agreement), and describe the actions in more detail.

Section 2 is not a good idea. The contract should explain the obligations of the parties to each other—but augmenting the scores is not a mutual obligation, and moreover, is not something which any party can accomplish without the support of the competition officials. Since the officials are not party to the contract, you should not try to predict what will happen in any particular circumstances.

The phrasing "would be considered" in section 3 is ambiguous, because it describes an uncertain future. (When, in the future does the breach occur?) Instead, specify the present tense to clarify that upon any of those actions, the breach exists.

There is also further ambiguity in section 3 due to definitions of "proper number", or even "dispensing". The second and third bullets would seem to be redundant to the fourth.

I hope you can provide a statutory citation to the law of gracious professionalism that covers termination of contracts. In practice, it may be difficult or impossible to escape certain principles of law that provide for the termination of contracts, even the text of the agreement prohibits it. For instance, you can't be precluded from terminating a contract when a court finds that continuing it would be contrary to public policy. Other contracts may not survive the death or dissolution of a party.

Specifying penalties in contract is a very bad idea: they're often held contrary to public policy, and invalidated automatically. Instead, specify that you're owed damages for the breach, where those damages reflect the harm you will suffer, rather than an arbitrary penalty. Actual damages require a calculation after the fact, and can be very complex to determine. Liquidated damages are required to be a "genuine pre-estimate of harm", and can be specified in advance (in many jurisdictions) when the actual damages would be difficult to calculate.³

As a practical matter, identifying confidential information in writing may be difficult, especially if your communications are not entirely in writing. Also, the 3 exceptions you provide, while equitable, would make it very difficult for the aggrieved party to prevail in the event of a breach of confidentiality. They would have to prove the state of the other (probably unco-operative) party's knowledge�—even with a preponderance of the evidence standard, that's not easy.

By the way, the public domain frequently refers to a copyright concept: things which are not copyrightable (or arguably,⁴ released from copyright by their owners) are in the public domain. Uncreative speech composed of mere facts is not copyrightable, so you might want to reconsider the public domain exception here.

As we're talking copyright, skip ahead to section 8. Creative works are copyrightable, and a contract might well be a creative work (because the threshold of creativity is very low), but if you used a template, the some of the template's copyright may persist in your work. (That's by no means unusual, but bears consideration, because you can't unilaterally assign or abrogate others' intellectual property rights unless under licence to do so.) And by the way, I'd (very likely⁵) be free to reproduce your copyrighted work under the fair use doctrine, in conjunction with this post which constitutes criticism and comment.

Jumping back to section 7, an indemnity clause isn't a bad idea (if you can get anyone to agree to it—because I certainly wouldn't indemnify you for free). But unfortunately, yours only extends to intellectual property claims, and is thus pretty much useless here.

The independent contractor clause in section 9 is very often grossly misused in employment contracts. But here, it is appropriate.

The general provisions of section 10 are a good idea, but they do come with some complications. You should be cautious when you specify that portions of a contract survive invalidation of other portions, because you can sometimes be left with an agreement that is suddenly rather disadvantageous to you after all the tasty bits have been thrown out by a court. A more complex, but sometimes better solution is to specify exactly which portions survive when which other portions are invalidated.

The choice of law provisions will only apply if a court decides that there is a rational connection to the specified jurisdiction (Texas). If the parties were all from California, and the agreement was performed in California, the choice of law provision would probably be invalidated by a California court.

Non-waiver is a pretty reasonable thing to require. Service of process by certified mail is convenient as a default option; other options for service can be cheaper or more expeditious, but this is a safe bet and preserves an independent paper trail.

As for the signatures, only a signatory with authority to commit the party to the agreement can sign. In many cases, minors cannot sign contracts without a parent/guardian, or the contracts they can sign are limited in scope. Only a designated representative of an organization can sign for it, and if no such person is designated, or the scope of the organization is unclear (team? school? sponsor? family?), this can get complicated. Of course, if the signatory is invalid, the organization is not a party to the agreement—even if you thought at the time that they were. (You may have equitable remedies available to you if they were misrepresented as a valid signatory, but again, who has time for more lawsuits.)

And as for the dates, be careful when you list a bunch of dates like that, and then have a separate date for the date of the agreement. In this case, it's probably not a huge deal, but it can lead to questions of the date on which the agreement was intended to enter into force. If the signatures are dated after the date of the agreement, is that evidence that the agreement is intended to apply retroactively? If the signatures are undated, does the date of the agreement govern? Best to specify that the agreement enters force immediately when a sufficient number of parties have signed and dated it.⁶ And since you're dealing with same-day performance of the contract, it makes sense to also specify the time, for each signature.

Nice work applying legal principles to our favourite robotic challenge. With the reduction in major ambiguities in the rules this year,⁷ this is a good way to practice those skills. If you ever feel the desire to read up on contracts, I'd recommend leafing through Ken Adams' blog and articles (and if you're serious about contracts, his book too). I find his approach to contract construction refreshingly modern and compatible with engineering sensibilities. Many of my comments here follow in some measure from reasoning that he's presented.

¹ In a good contract, you should define your abbreviations, like "FRC"—even though it is unlikely to impair the contract in this context.
² Contracts under seal are an exception, for no good reason—at least no reason that is particularly valid in modern times.
³ Jurisdictions differ on when liquidated damages are a bar to recovering actual damages instead—in some cases, the fact that you liquidate your damages means that you cannot claim actual damages when that would be more advantageous. You definitely can't claim both at once. There are other options like specific performance (you must do the thing you said you were going to do, but that only works if it's within the breaching party's ability to do so) or alternative performance (specify several alternatives; although some are less good, the parties stipulate that none are breaches, and each will be compensated appropriately).
⁴ In a very limited, technical way.
⁵ You would literally have to sue me to find out. That's not even a threat, it's the way the law is—fair use can only be definitively established by a court; everybody else takes their chances.
⁶ And if they sign and fail to date it, it should take effect when the signature is delivered to you.
⁷ Namely the glorious lack of bumper rules.

[dtengineering]

Originally Posted by Tristan Lall

I'm going to entirely ignore the team update, because I find the concept of a gameplay contract between teams substantially more interesting...[/size]

I am simultaneously awed and entertained by this most awesome post. Well analyzed, sir!

I also have to admit disappointment at the rule change. I was really interested to see how "The Noodle Agreement" would work out in practice. FRC is about a lot more than just robots, after all.

Oh well, it was interesting while it lasted.

Jason

[Karthik]

Originally Posted by Tristan Lall

Snipped.

Another example of why Tristan Lall is my hero.

[g_sawchuk]

As others have said, the noodle agreement is no more. This is most likely beneficial to prevent "ungracious professionalism". Updates are good. You should read 'em.

[Jared Russell]

Tristan has stared into the abyss of law school, and the abyss has stared back into him.

[cglrcng]

Umer (Good Job...I'll bet you are awaiting the coding work for others to finish the bot).

Tristan, WOW!...Pre-Law eh (forget the classes, take a shot @ that Bar Exam now and save on the student loan payments later)....Your parents must be proud counselor.

No Pasta fun (That agreement never once even mentions "Litter" by it's proper given game name)...Non-enforceable by the very nature of TNA not doing so.

All the Noodly Pasta agreeing fun....now be, just simple bits in the "Pasta Succotash!" Litter at your own peril from here on out.

Thank you Frank & the GDC.