Module 5

Lesson 51-55

Lesson 51

Reading and Writing Practice

Letter No. 9

To: Jerry Billings

Subject: Photograph Release

I appreciate you consulting me to determine whether there is

a legal problem in using a photograph of a female shopper
examining some of our merchandise in a stationary store because
the photographer failed to get the shopper’s permission to
publish the photograph.

We may print the photograph in our annual report without

permission if it meets the following requirements:

1. The subject is a typical shopper and was not photographed

because she is a celebrity who is popularity we would be
exploiting.
2. The shoppers pose in the photograph is a typical pose
that a reasonable person wouldn’t find insulting or
embarrass.

If you feel that these two conditions are satisfied, then by

all means use the photograph if you think that it helps to
accomplish the objectives of the report.

As soon as you have finished writing the copy and selecting

all the photographs for the report, please send the dummy to me
for a final reading prior to publish.

Letter No. 10

Ladies and Gentlemen:

I am enclosing a 99-year lease for the factory site in

Westport, California, which you are negotiating with Barlow
Industries on our behalf. Will you please have the lease signed
by that company’s legal representative and return two copies for
our files at once.
 We understand that when this lease is signed by both
parties, it will be possible for us to install portable work
sheets on the property surrounding the factory building. Also,
we will need to begin renovating the factory before the actual
effective date of the lease in order to maintain our production
schedule.

Please insure that these two conditions are included in the

terms of the lease.

Sincerely yours,

Letter No. 11

To: Victor Lloyd, New Vendor

Subject: Stationary Supplying House

Merger legal fees of $840, which represent 14 hours at $60

per hour, are being charged to your division for the final legal
work involved in our acquisition of Stationary Supply House. The
specific charges are as follows:

1. January 9. Telephone conference with attorneys for

Stationary Supply House to discuss terms of acquisition
of assets or stock-one hour.
2. January 11. Research establishing the best method of
purchase (stock versus assets) their conference with our
accountants-four hours.
3. January 14. Dictation of purchase agreement draft-one
hour.
4. January 16. Revision of purchase agreement draft-one
hour.
5. January 21. Consultation with principles at Stationary
Supply House to discuss final closing arrangements and
the supporting documents required-four hours.
6. February 18. Attendance at closing-three hours.

Please indicate your approval of these charges by initiating

this memorandum and returning it to me. I will then furnish you
with a copy of the charges and will send the original bill to the
accounting office. The charges should be reflected in your May
expense budget.

Lesson 52

Transcription Practice
 Secretaries must not make errors. This is a difficult
standard to attain but it is the goal a beginning secretary must
aspire to reach. A serious error can badly affect a business.
An error made on a grocery store’s order form costed a cheap to
deliver produce to the wrong address. The shipment then had to
be transferred to the correct buyer. When the fruit was expired
by the delayed delivery, the order was cancelled. As a result,
no one profited from the transaction. A careless error was to
blame.

Reading and Writing Practice

Letter No. 9

To: Ray Vincent, Director of Marketing

Subject: Wording of Guarantee

In view of Paula Mullen’s desire to make our product

guarantee more understandable, I suggest we use the following
statement in our sales catalogue: “You have our unqualified
guarantee of satisfaction on every item you order from Northwest
Office Products Incorporated. Merchandise unacceptable for any
reason (and you are the sole judge) maybe returned within 30 days
for prompt exchange, refund, or credit at your option. This
guarantee includes every item in our entice catalogue-even
imprinted or personalized items.”

Letter No. 10

Deposition Leon A. Frame, being due sworn, deposes and says:

1. That he is over the age of 18 and resides at 640

Southeast Steel Avenue in Portland, Oregon 97202.
2. That he is the holder of record of 48 shares of common
stock of Northwest Office Products Incorporated as
represented by Certificate Number 27834 issued on or
about July 1 1979.
3. That he is unable to locate said certificate among his
personal papers and affects and that he presumes the
certificate has been lost, stolen, or destroyed.
4. That attached hereto is a property implemented Lost Stock
Agreement and Bond requested by the transfer department
of Northwest Office Products Incorporated.
5. That he makes this affidavit in support of request for
replacement of Certificate Number 27834.

Letter No. 11
Ladies and Gentlemen:

As attorneys have Farnam Industries, a Deal corporation,

would you please examine such records, briefs, and proceedings of
Farnam Industries as in your judgment are necessary and
appropriate to enable you to render Northwest Office Products
Incorporated, an Oregon corporation, an opinion on the following
areas of interest:

1. Has the authorized capitalization of Farnam been

increased or dimnessed since January 1?
2. Are there any unsettled claims against Farnam as of
January 1 that could have adverse impact on the ability
of Northwest to enforce the proposed agreement?
3. Will the issuance and delivery by Farnam of the 100 of
the shares of its common stock included in the proposed
agreement be exempt from the registration requirements of
the Securities Act of 1933?

We will appreciate a prompt response to this inquire.

Sincerely yours,

Lesson 53

Reading and Writing Practice

Letter No. 10

To: Research and Development Department

Subject: Possible Patent Infringement

I have just returned from Washington, where I examined

Patent Number 43285326, pose issued to Charles A. Brown on
November 8 1976. I compared that patent with Patent Number
486102, which is held by our company. I found no bask
resemblance between the two patents that would justify our
starting a suit against Mr. Brown.

Letter No. 11

Ladies and Gentlemen:

Northwest Office Products Incorporated formally requests a

three-month extension on the deadline issued by your office in
January regarding the installation of a railing around our
loading platform.

The Hudson Construction Company has constructed to make the

necessary modification; however, we have just been informed by
this company that they can make no further progress on this
project until their next supply of cement is received next month.
A copy of their letter to us is enclosed.

In the meantime, we have sent the employees who work in or

near this area a memorandum alerting them to the possible
tempers. In addition, we have posted warning signs in
conspicuous places. We feel that these steps should be satisfied
in protecting our employees’ safety and in satisfying the
Occupational Safety and Health Act Guidelines.

Sincerely yours,

Letter No. 12

To: Olive Galloway, Personnel Department

Subject: Cooperative Work Experience Students

This memorandum is in answer to your question about whether

Henderson High School cooperative work experience students have
to be paid for their services.

The instructors would evidently be willing to replace

students in our office for three hours a day during one semester
without compensation, but they obviously do not know that we
cannot legally accept students under those terms. Everyone
assigned to a work station must be paid the regular minimum wage.
Because that minimum has recently been raised by Congress, you
may feel that the students’ contributions to our business are not
worth this wage.

As you know, however, the big average to us is that we have

hired many outstanding permanent employees from groups such as
these. Also, at its annual meeting last month, the board
reinforced the fact that our company policy is to cooperate with
local educational institutions in every way possible.

Letter No. 13

Draft of Certificate of Incorporation

 In order to form a corporation for the purpose stated under
the provisions of the Oregon Business Corporation Act, the signed
does hereby certify as follows:

1. The name of the corporation is “Office Products for the

Home.”
2. The office of the corporation will be at 1020 Southwest
Tailor Street in Portland, Oregon. The name of the
registered agent at the above address is Geraldine
Parker.
3. The purpose of the corporation is to engage in any
activity within the purposes such a corporation may be
organized under the provisions of the Oregon Business
Corporation Act.
4. The total number of shares that the corporation is
authorized to issue is 2500 shares with no par value.
The shares of the corporation will all buy of the same
class.
5. The number of directors of the corporation will be fixed
buy and provided for in the by-laws of the corporation.

In witness whereof, I have hereunto set my hand and seal.

Lesson 54

Transcription Practice

Upon arrival at your office, you should find a clear desk

top on which to start your day’s work. Making such a statement
about what should be, however, is bad judgement for those of us
who work in offices and know that often than clear desk is more a
dream than a reality. No one can deny that having a clear desk
is a first step for those desiring to achieve high productivity
levels. Each of the day’s projects can be worked upon without
the clutter of paper from the day or the week before. Many
outrageous cartons have been printed showing the eyes of a person
peering from behind stacks of papers on the desk. It may be a
funny picture, but it is not one that depicts an efficient
person.

Letter No. 9

Dear Mr. Moon:

I have been studying the numerous questions we may encounter

in the way of legal difficulties in going ahead with our proposed
merger with your company, Dempsey and Thornton Incorporated.
 Actually, whenever situations of this type have been tested
at the courts, the merger has been allowed to stand. In my
opinion, the problems sometimes seem to be over stood, but news
of the decision in the Anderson case was a serious blow to the
expansion of business in all forms. We must be on firm ground
legally at every turn to avoid similar trouble.

I had lunch with Ms. Constance Kirk this week. Without

realizing why I was asking, she told me about Bergen, Wilson, and
Keith Associates of Omaha, Nebraska, a legal firm specializing in
business mergers. This firm was helpful in working out the terms
for the Western Radium Company and Champion Industries merger
last year. The firms’ expertise in such cases is probably the
reason things we want so smoothly.

I think that we, too, should explore the possibility of

working with them. I am not sure, however, of the best way of
approaching them. Perhaps you would like to stop by and meet
with them on your trip to Chicago. On the other hand, you may
prefer that I have the first meeting with them so that you will
not waste time if the talks do not turn out to be fruitful

Sincerely yours,

Letter No. 10

Dear Mr. Heath:

I am enclosing the documents supporting our claim for a

refund of the charges for your shipment to our Fifth Avenue
store. The shipment contained an assortment of premium office
gifts with the inscription “National Secretaries Day, April 13.”

I suggest we, delivery was promised by March 20; the actual

date of delivery was April 16, which made the items unsalable.

May we please have your check for $586, which represents our
actual loss on this order.

Sincerely yours,

Lesson 55

Reading and Writing Practice

Letter No. 3
To: Paula Mullen, President
Subject: Martin Construction Contract

I have carefully examined the contract that you are awarding

the Martin Construction Company for building our new warehouse in
Eugene.

The only part that seems to present a problem is the last

sentence at the Bowden of page three. As agreed, the
construction is to be done on a cost-plus basis that will yield
the contractor 13.8 percent of the costs. I think, however, that
this section doesn’t protect us against the possible inability of
the construction company to complete the work within the time
specified. You should write in a close stating that if the
company is not able to complete the construction within the
stated time, we will be indemnified. I suggest that we assess
$500 a day for everyday that the work extends bond the contact
completion date.

Letter No. 4

To: Ray Vincent, Director of Marketing

Subject: Smith and Miller Claim

In my opinion, the Smith and Miller Company would be able to

collect against our company for late delivery of their order for
forty-five desk lamps. The terms of our agreement specified
delivery to their client, the Pine Cliff Inn, on or before
January 31. Delivery was made 8 days Late-February 8. Although
the opening date of the inn had been changed to February 11, the
customer refused to accept the shipment. The fact that the
opening date of the Pine Cliff Inn was changed is in grounds for
a collection suit against Smith and Miller.

I think it would be worthwhile for you to go ahead with

plans to secure acceptance of the order if you can reach a
reasonable settlement. We may be forced to take a small loss on
the transaction, but it would be very difficult for us to sell
these specially constructed lamps to our regular customers.

Letter No. 5

Ladies and Gentlemen:

Oregon Northwest Office Products Incorporated, file number

24086. In accordance with the Securities Exchange Act of 1934, I
have enclosed seven copies of the Annual Report to Shareholders
for the fiscal year ended December 31. This report is being sent
today by first-class mail to shareholders of the above company.
I am advised by the corporation’s accountants that the financial
statements appearing in this annual report do not reflect a
changed from the preceding year in any accounting principles of
our practices or in the method of applying any such principles of
our practices.

Sincerely yours,

Transcription Timed Writing

During the past century, business enterprises have learned

that the real goal of business is neither profiteering nor good-
hearted charity. The real goal of business is to achieve a
reasonable operating position between these two extreme limits.

In searching for a solid and fiber middle ground, business

managers often encounter specific loss or problems and human
relationships that are legal in nature. It has become one of the
most a necessary for many businesses, therefore, to create legal
departments as part of the management team. Trans corporate
attorneys may develop opportunities and advise for managers based
on laws and regulations imposed by all levels of government.

The legal counsel of any business firm does more than insure
that the company abides by the law. He or she endeavors to
insure that the company maintains integrity with all those with
whom it deals. The company through its managers occurs the
tightrope of integrity with government, with employees, with
suppliers, and with customers.

It is the function of the general council to insure the

rights of the business firm and also to make certain that it acts
with complete integrity. It is a matter of being good for the
sake of good business as well as for the sake of being good.

Transcription Quiz

As you know, one of Americans traditions is that were a law-

abiding nation. It is not really saying very much, however, to
say only that we abide by the law; the law can describe only the
memorandum level of favor that is acceptable. Individuals and
firms need to know and apply the legal memorandums but they must
also consider the ethical responsibilities that allow them to
conduct business successfully.