6364 Contract Drafting - TOEDT- 17117
D.C. Toedt III. (ADJUNCT)
Course Areas: Business and Commercial Law
Time: 7:30p-9:00p MW Location: 311
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: Syllabus
Course Notes: (Face-to-Face) The UH registration system instruction mode for this course is listed in parenthesis. After student registration opens, there may be instruction mode changes to this course up through two weeks before the first day of classes for the term, but notice of such changes will be sent to then-registered students. For this instruction mode, instructors and students are expected to normally be physically present in the classroom. If the course has a final examination, it will be in a classroom requiring your physical presence. Other assessment, such as a mid-term exam, may also be in a classroom. Whether this instructor will offer “remote presence” (starting a zoom meeting from the podium computer to enable student remote access on an occasional basis) for part or all of the semester is not known, but students should not rely on an expectation that remote presence will be available.
Quota = 16.
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:
Final Exam Schedule: 12/6 6-7pm
This course will have:
Satisfies Senior Upper Level Writing Requirement: No
Experiential Course Type: simulation
Bar Course: No
DistanceEd ABA: No
Pass-Fail Student Election: Conditional Availability (not for required credits)
No book required for this course
Course Materials: Yes, see syllabus for more details.
(Free) course materials: Notes on Contract Drafting, a work-in-progress of mine (“NCD”), including an interim draft of annotated contract provisions. IMPORTANT: As of this writing (Jan. 14, 2023), I’m “almost finished” with a revision of the contract materials, so I strongly suggest that you not print out those materials yet; I’ll post the revised version when it’s finished
For those who would like a bound book, a 200-page, 8.5x11“ paperback of NCD (not including the Tango Terms because of printing size restrictions) is available from Amazon for $5.50 per copy plus tax and shipping, which is basically printing cost. Disclosure: Amazon pays me a royalty of, wait for it, $0.05 per copy sold. Again, I’d suggest you not buy a printed copy yet because I hope to be publishing an update.
Here is some optional supplementary reading — but my online course materials contain everything on which you’ll be tested:
Professor Tina Stark, Drafting Contracts: Why Lawyers Do What They Do (2d ed. 2013, approx. $100). Disclosure: Tina is a longtime professional friend and mentor.
Professor Diana J. Simon, The (Not Too Serious) Grammar, Punctuation & Style Guide to Legal Writing (Caroline Academic Press 2023 [sic], approx. $30). The link gets you a 10% discount for buying directly from the publisher (which sent me the link and a review copy).
David Frydlinger, Kate Vitasek, Jim Bergman, and Tim Cummins, Contracting in the New Economy: Using Relational Contracts to Boost Trust and Collaboration in Strategic Business Relationships (Palgrave Macmillan 2021, approx. $40). Disclosure: I’ve worked with Kate and Tim, and Jim is a professional friend.
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