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Fall 2020
5397 Contract Drafting - TOEDT- 26489

Professor(s): D.C. Toedt III. (ADJUNCT)

Credits: 3

Course Areas: Business and Commercial Law 

Time: 7:30p-9:00p  MW  Location:  

Course Outline: This simulation course's goal is to help a new lawyer impress his- or her first supervising attorneys with how knowledgeable the new lawyer is about the ways that businesses use contracts to work together.

We will draft a series of contracts for a small tech company, "MathWhiz," including for its dealings with a giant corporate customer, "Gigunda Energy." Along the way, we will study the following, among other things."

• key legal doctrines that could cause big future problems for clients if not dealt with properly

• business planning, a.k.a. R.O.O.F.: Rooting Out Opportunities for [Failure]

• watching out for SPP, i.e., S[tuff] People Pull

• creating contractual incentives for good behavior to help head off disputes

• specific techniques for drafting contracts that can be quickly reviewed and negotiated

• spotting and eliminating ambiguities, which can be a leading cause of contract-related disputes

• how not to get taken advantage of in contract negotiations

• avoiding jail time for both clients and lawyers

• earning a reputation as a deal-maker, not a deal-breaker

• positioning the client for future litigation without spooking the other side

While this course no longer satisfies the upper-division writing course requirement, students will still get considerable practice in drafting workable, readable contract language.
Class sessions spend a lot of time brainstorming and war-gaming typical real-world business situations.

Socratic method is used extensively, but in a modified form: Most questions are posted in advance; when a question is posed in class, students are asked to turn to their neighbors and discuss, then the question is discussed by the whole class.

Course Syllabus: See, which takes you to: (i) the current semester's syllabus, which will be revised for the coming semester; (ii) the on-line course materials (currently being revised); and (iii) the week-by-week class plan.

Course Notes: DistanceEd  The instructor for this course has expressed a preference to operate the course as distance education. This means no physical classroom is assigned for this course. This also most likely means synchronous internet videoconferencing class sessions during the day(s) and time(s) when the course is scheduled to meet. However, other, more flexible modalities are possible, such as not using some of the scheduled class sessions to meet but instead supplementing with asynchronous distance education techniques. More details should be made available from the instructor via their syllabus or via other means as the start of the semester nears.

Quota = 12. The book is a free PDF download.

Prerequisites: Yes  1L Contracts. (We will review key contract-law doctrines along the way.) A business background is helpful but not required — all necessary business information will be covered in class and/or in reading materials.

First Day Assignments: Read the online syllabus at

Final Exam Schedule: 12/14 6-7pm      

This course will have:

Satisfies Senior Upper Level Writing Requirement: No

Experiential Course Type: simulation

Bar Course: No

DistanceEd ABA 306:

Pass-Fail Student Election: Conditional Availability (not for required credits)

Course Materials (8/18/2020 3:54:47 PM)

No book required for this course

Online materials will be made available by the Professor prior to the first day of class.