Contract Drafting

Contract Drafting
Fact Pattern

Your client is JF Beverage, Inc., a small corporation located in Orlando that is owned privately by Julie Fong. About fifteen years ago, Julie opened a successful craft brewery that sells beer to distributors and operates its own brewpub. Julie created JF Beverage to own and manage the brewery.

After noting the growing popularity of Japanese sake, Julie branched out into brewing sake about ten years ago. She started a separate sake brewery that sells to distributors and does direct sales from a small tasting room. JF Beverage also owns the sake brewery. Julie’s decision proved a good one, as the sake business turned out to be almost as profitable as the beer brewery.

Now Julie is considering branching out yet again, this time to producing Korean-style soju, a fermented alcohol traditionally made using rice. Julie sees many parallels between soju and sake, and hopes that soju will be just as profitable. In addition, soju is becoming more popular with restaurants because its low alcohol content allows it to be served with only a beer and wine license instead of a full liquor license.

Julie has asked you to help her with one of the hurdles she has to overcome in order to start a soju distillery. Julie has been unable to hire someone experienced in making soju. Unlike sake, there are very few American producers of soju. Soju makers from South Korea are unwilling to relocate, especially for a new venture that may not survive long-term. So Julie has decided to train one of her promising sake brewers, Miguel Santos. Training will be extensive and expensive. Julie will have to send Miguel to South Korea to apprentice for eighteen months at a soju distillery. She will have to pay the distillery for Miguel’s training, pay for his travel and living expenses, and pay him a salary while he is there. Julie does not mind making this investment in Miguel, but she wants to make sure that the investment pays off. She does not want to invest in his training unless she can be relatively sure that he will stay with her company and put his knowledge to use. If Miguel leaves, it would take Julie another eighteen months to train a replacement, during which time the viability of the new distillery venture would be put in serious jeopardy.

Julie wants you to draft an employment contract between Miguel and JF Beverage. In addition to the normal terms of an employment contract, Julie wants you to provide some sort of mechanism that will ensure Miguel stays with the company for at least five years. If he quits before then, Julie thinks she should not have to pay for his training. Julie also wants to prevent Miguel from using his training to open a competing soju distillery or work for a competing soju distillery.

Miguel’s job title would be “Head Distiller,” and he would earn an annual salary of $120,000 per year. He would get the same health and retirement benefits available to all JF Beverage employees. Feel free to make up any other details you need to complete the contract.

CLASS NOTES
Explain why you made the major decisions that you did.
Allowed to find other drafts or forms that have provisions you can use. It will not be considered plagiarizing. Will look at if you picked at good samples also.
Employment contract and training

Does she want the salary to start when he begins training- no?
18 months – salary training living expenses -22,000 or something small since he already getting travel expenses paid

Draft Employment Agreement Contract including training,
instructions, expectations, and background included
Allowed to find other drafts or forms that have provisions you can use. It will not be considered plagiarizing. Will look at if you picked at good samples also.
Explain why you made the major decisions that you did.