I create a flow outline from the first and last sentences of each paragraph. A quick look tells me if each topic sentence links to an idea from the previous paragraph.
Here is a portion of my memo on a contract matter between our client, a parts supplier, and the client's major customer, a manufacturing company. To check the flow, I bold the last and first sentences of each paragraph to see if the topic sentence linked to an idea in the previous paragraph. I highlight connecting words and phrases to make sure I made it easy for the reader to link the connected ideas.
Despite the supplier compensating the manufacturer’s customers for their losses 10 months ago, the Ontario court will likely hold that the limited warranty clause excluding damages for economic loss is still in effect. Traditionally, consideration is required to modify a binding contract, meaning parties must exchange something of value. Because the manufacturer did not give the supplier something of value in exchange for compensating the customers, the original warranty clause remains intact.
However, courts are reconsidering the need for an exchange of value to modify a contract. Some courts have found ways to avoid requiring fresh consideration. For example, courts have upheld a modified contract by (1) liberally interpreting the facts to find new consideration, (2) recognizing changed circumstances, (3) appying the doctrine of detrimental reliance.
In line with these three approaches,the New Brunswick Court of Appeal analysed the practical business reasons parties modify contracts. The Court noted that as a practical matter parties often must address commercial contingencies after the contract is signed. The Court found that parties do not always need to give fresh consideration to deal with unanticipated events.
In contrast, during their negotiations, the parties in our case fully anticipated and addressed the commercial need for a limited warranty clause.