Contract Drafting Syllabus (Toedt - Fall 2018)

The goal of this course is to help students prepare for a type of assignment they will likely see throughout their careers. We will study:

• key business- and legal issues;
• building blocks of a successful transaction or ongoing relationship;
• a simple, step by-step approach for producing readable contract language;
• the etiquette and ethics of contract negotiations;
• making a favorable impression on clients and supervising partners;
• legal pitfalls that could get clients (and lawyers) in trouble.

All required reading materials are available online for free. A business background is helpful, but all necessary business information will be covered in class and/or in reading materials.

For class discussion, we use a modified Socratic method:

• Most questions to be discussed in class are posted in advance.
• In class, most questions are discussed first in small groups — basically, in-class study groups — and then with the whole class.

We also spend significant class time practicing good drafting skills by revising selected contract provisions harvested from online sources.

• Students use a [StepByStepSimplification] to parse long, complex "wall of text" clauses to make them easier to understand and to revise.
• Some rewrites are done in small groups, on a virtual whiteboard (a Google Doc); other rewrites are done by students individually, in Microsoft Word.
• As students work on the in-class rewriting projects, I walk around and look over their shoulders, occasionally making (quiet) suggestions.
• In some cases, students clean up their rewrites after class and submit them via Blackboard as (pass-fail) homework, which I mark up with comments.

This review-and-revise approach reflects what you're almost certain to see when you start out in practice: Contract drafters spend far less time drafting contracts than they do in reviewing and revising others' drafts. Even when you're the one who must prepare the first draft, you'll almost always be urged to find a previous form of agreement and modify it, instead of starting from scratch with a blank screen. Our approach in this course reflects that fact as well.

In any given semester, the types of contract to be studied will include some or all of:

• employment agreements for employees and executives (e.g., those of Sheryl Sandberg and Martha Stewart)
• real-estate leases (e.g., one between Stanford University as landlord and Tesla Motor Co. as tenant)
• asset purchase agreements (e.g., the one in which Verizon bought many of Yahoo's assets)
• merger agreements (e.g., between United Airlines and Continental Airlines)
• services agreements (e.g., a company-standard form used by Duke Energy)
• purchase-order terms (e.g., various company-standard forms used by Honeywell, GE, and others)
• license agreements (e.g., software end-user license agreement and Internet terms of service)
• arbitration agreements
• settlement agreements (e.g., the alleged Stormy McDaniel settlement agreement with "David Dennison")
• letters of intent / memoranda of understanding (e.g., from the Energy Transfer Partners, L.P. v. Enterprise Products Partners case).

As the course draws to a close, each student drafts and submits a contract for a specified hypothetical client situation, using the skills practiced during the semester; I mark up the contract and return it to the student with comments and an opportunity for individualized discussion if desired. To quote a student's (anonymous) course evaluation from a past semester, "… I was learning the fundamental building blocks individually. By the end of the course, all that was left was to put it together and step back."

For more information, see the current semester's online Web page at http://www.OnContracts.com/uhcd, especially the general course information at http://www.OnContracts.com/UHCD/#CourseInfoGeneral, which addresses, for example:

• attendance bonus;
• homework requirements;
• the (four) in-class quizzes;
• the final exam.