# Kate Woloszyn - Contracts (MEE July 2022 Q2) **Email:** katebwoloszyn@gmail.com **Date:** May 27, 2026 **Packet:** upload_ffbbff86-f36e-4e03-9c58-3dd984965656 **Subject:** CONTRACTS **Word Count:** 972 **Timer Mode:** timed_30_min **Time Spent:** 14 seconds (pasted in) --- ## Score Summary | Metric | Value | |--------|-------| | **Band** | 5/6 (Above passing expectations) | | **Raw Score** | 0.734 | | **Calibrated Score** | 0.784 | | **Confidence** | 0.753 | | **Boundary Distance** | 0.066 (close to Band 6) | ### Component Scores | Component | Score | |-----------|-------| | Issue Spotting | 88% | | Fact Usage | 82% | | Rule Statement | 77% | | Conclusion | 79% | | Analysis Depth | 49% (display: 34.3%) | ### Whole Essay Modifiers | Modifier | Value | |----------|-------| | Coherence | +0.05 | | Off-point | 0 | | Incompleteness | 0 | --- ## Issue Findings ### Issue 1: PER - Oral Label Agreement - **Strength:** Satisfactory - **Raw Issue Score:** 0.72 - **Spotting:** PASS (conf 0.7) - Identified the PER issue correctly - **Rule:** PASS (conf 0.8) - Articulated the rule re: final/complete integration and exception for consistent additional terms - **Facts:** PASS (conf 1.0) - Identified the specific oral agreement about the label - **Analysis:** PASS (conf 0.4) - Connected facts to rule but analysis is "somewhat conclusory regarding the integration status" - **Conclusion:** PASS (conf 0.7) - Correct conclusion that evidence is admissible ### Issue 2: Contract Interpretation - Fair Share Ambiguity - **Strength:** Satisfactory - **Raw Issue Score:** 0.64 - **Spotting:** PASS (conf 1.0) - Explicitly identified the ambiguity issue - **Rule:** PASS (conf 0.7) - Stated the rule and identified prior negotiations as valid evidence - **Facts:** PASS (conf 0.4) - Identified "fair share" but didn't cite specific facts beyond the term itself - **Analysis:** PASS (conf 0.4) - Connected dispute to rule but analysis is "somewhat repetitive" - **Conclusion:** PASS (conf 0.7) - Correct conclusion ### Issue 3: Non-Compete Enforceability - **Strength:** Strong - **Raw Issue Score:** 0.90 - **Spotting:** PASS (conf 1.0) - Explicitly identified the enforceability issue - **Rule:** PASS (conf 0.8) - Articulated reasonableness test (scope, duration, geographic area) - **Facts:** PASS (conf 1.0) - Identified US-wide scope and 10-year duration - **Analysis:** PASS (conf 0.7) - Connected facts to reasonableness rule - **Conclusion:** PASS (conf 1.0) - Correct conclusion that buyer will not prevail --- ## Structural Assessment **Overall Level:** Good | Sub-Assessment | Level | Notes | |---------------|-------|-------| | IRAC Separation | Strong | Clear transitions, logical flow | | Organization by Call | Strong | Numbered headers matching prompt calls | | Conclusion Quality | Adequate | Conclusions present but lack concise "why" | **SHEP Eyes Narrative:** > You have a great handle on the structural requirements of a bar essay. Your use of clear transitions makes your logic easy to follow. In your third section, your conclusion is a bit bare. Instead of just saying the buyer will not prevail because the terms were unreasonable, try to tie it back to your specific analysis of the facts. A stronger conclusion would look like this: Therefore, the buyer will likely not prevail because the ten-year duration and the nationwide geographic scope are overly broad and fail to meet the reasonableness standard required for a valid non-compete agreement. This small change turns a simple sign-off into a powerful summary of your entire argument. --- ## Overall Narrative This is a strong, above-passing bar-style answer. You demonstrated a solid grasp of the relevant legal principles, correctly identifying the issues surrounding the parol evidence rule, contract interpretation, and the enforceability of non-compete agreements. Your ability to spot the issues and reach correct conclusions is clear, and your organization is logical and easy to follow. To elevate your performance, focus on deepening your application of the facts to the legal elements. While you identified the correct rules, your analysis would benefit from more explicit, step-by-step reasoning that connects specific facts to the requirements of those rules. By moving beyond general statements and providing a more nuanced balancing of the facts, you will demonstrate the level of analytical precision that graders look for in top-tier responses. --- ## Issue-Level Feedback **Issue 1 (PER - Label Agreement):** This is a strong analysis of the parol evidence rule. You correctly identified the core issue and the relevant rule regarding integration. To move from strong to excellent, sharpen your analysis of the integration status. Rather than simply asserting the oral agreement constitutes additional terms, explicitly analyze whether the written contract contains a merger clause or appears to be a complete integration on its face. A stronger answer would contrast the specific terms of the written agreement with the alleged oral label agreement to determine if the latter is truly 'consistent' or if it contradicts the final written document. **Issue 2 (Fair Share Ambiguity):** You correctly identified that extrinsic evidence is admissible to clarify ambiguous terms. Your analysis is solid, but to improve, provide a more granular connection between the facts and the ambiguity. Instead of stating the term is ambiguous, explain why the term 'fair share' lacks a clear definition within the four corners of the contract. A top-tier answer would explicitly link the parties' conflicting interpretations to the need for extrinsic evidence, such as prior negotiations or industry custom, to resolve that specific ambiguity. **Issue 3 (Non-Compete Enforceability):** You correctly identified the reasonableness standard for non-compete agreements. While you cited the ten-year duration and the United States-wide geographic scope, your analysis would be more persuasive if you balanced these against the specific business interests of the buyer. To reach a top score, explain why a ten-year duration is excessive in the context of the wine industry -- for example, by discussing whether such a long period is necessary to protect the buyer's goodwill or if it merely serves to prevent fair competition. Connecting the scope to the actual business needs of the buyer will make your conclusion more robust. --- ## Student's Full Essay 1. The issue is whether the oral agreement between the buyer and the seller is enforceable to have the buyer sell bottles of wine with the sellers face on it. Under the parol evidence rule, evidence of prior contemporaneous written or oral agreements is barred if the agreement is a final and complete integration of all terms in the agreement. To apply the parol evidence rule a court must consider whether the agreement is final and complete integration. A final and complete integration is one where all the terms to the agreement were included in the agreement but were not exclusive. If the agreement is not a complete agreement, it is a partial integration where not all the terms were included in the contract. The presence of a merger clause or statement of final integration are usually included in a final integration. However, if this clause or this statement is missing, then one can reasonably conclude that the agreement is a partial integration. If an agreement is a partial integration, extrinsic evidence of a supplement can be introduced with consistent additional terms. Here, the seller is trying to introduce extrinsic evidence that there was an oral agreement that the buyer continue to use the seller's label as long as he sells red wines. The written agreement did not include any of these terms and did not include any merger clauses or statements of a complete agreement. Since this clause or statement is missing a court can assume that the agreement is a partial integration of the agreement. In this case, the terms of the oral agreement were not introduced as a provision of the written agreement. However, the buyer may argue that the terms are not consistent additional terms and are intended to modify the agreement. However, the extrinsic evidence can be introduced because the terms reflect the additional terms that were left out of the agreement. Therefore, the extrinsic evidence can be introduced to show that the oral agreement was not a final integration of the terms and that a court may introduce them to let the seller show that the terms were left out of the contract. 2. The issue is whether extrinsic evidence can be introduced to show that the term fair share was an ambiguous term under the agreement between the buyer and the seller. Under the Parole Evidence Rule (PER), extrinsic evidence of prior contemporaneous written or oral agreements is barred when an agreement is a final integration. However, extrinsic evidence may be introduced by the court if a term is ambiguous between the parties. The evidence is used not to modify the contract but to clarify and give meaning to the ambiguous term. Even if the contract is fully integrated courts allow extrinsic evidence to be introduced. Prior negotiations between parties are an acceptable source of extrinsic evidence to interpret an ambiguous term. Here, the term fair share is ambiguous and extrinsic evidence can be introduced to clarify the term. In the discussion between the Seller and the buyer the parties included in their written contract that "fair share of the winery's profits" would be given to the seller. The parties are disputing the fair share of the amount of that fair share, the buyer saying 20% , while the seller says it is 25%. Since fair share is ambiguous and the parties are both disputing the term, extrinsic evidence can be introduced to clarify the meaning. To help the parties and the court understand the percentage of fair share the court may introduce extrinsic evidence to that disagreement to understand the term. Therefore, the seller may introduce evidence of negotiations under the parol evidence rule exception. 3. The issue is whether the non-compete agreement between the seller and the buyer is enforceable after the seller opened her new winery in breach of their agreement that she would not open a winery in the United States for ten years. A covenant for a non-compete agreement is a restraint on trade and is only enforceable if there is a reasonable scope, duration, and a limitation on the geographic area. Courts are more likely to enforce a noncompete agreement if it is in the interest of the sale of a business and the buyer has a legitimate interest in protecting that interest when buying the property. The scope and the geographic limitation must not go further than to protect the buyer's interest. The duration of time for the noncompete must be reasonable. Courts will likely void or modify a non-compete agreement if any of the elements are found to be unreasonable. Here, the buyers claim that the seller was in breach of the non-compete agreement because the seller was set to retire, which may not be a breach due to the unreasonableness of the terms. In this case the terms indicate that in the non-compete agreement the Seller would not own or operate a winery anywhere in the United States for ten years after closing. The elements of reasonableness of the noncompete may be unreasonable because it severely limits the geographic scope and the duration of time during which the seller cannot operate a new winery. The geographic scope set to the entire United States is unreasonable because it limits the seller to not operate in an entire country. The duration may also be determined to be unreasonable because ten years is a very long period of time not to operate a business of the sellers choosing. However, buyer may argue that the woman was set to retire anyway and her entering the market again would severly impact his buisness. The court can modify or void the terms of the non-compete to make it more reasonable. Therefore, the Buyer will most likely not prevail in his claim that the seller breached their noncompete because the terms were unreasonable.