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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 http://www.OnContracts.com/UHCD, 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: Quota = 12   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 http://www.OnContracts.com/UHCD

Final Exam Schedule: 12/14 6-9pm      

This course will have:
Exam:
Paper:

Satisfies Skills Course Requirement: No
Satisfies Senior Upper Level Writing Requirement: No

Experiential Course Type: simulation

Bar Course: No

DistanceEd ABA 306:

Pass-Fail Student Election: