Spring 2020
7320 WRC: Contract Drafting - TOEDT- 19965

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

Credits: 3

Course Areas: Business and Commercial Law 

Time: 6:00p-7:30p  MW  Location: 113  BLB

Course Outline: The goal of this course is to help students prepare for a type of assignment they will likely see throughout their careers: that of drafting, reviewing, analyzing, explaining, and negotiating contracts. Students will:
• explore various legal- and business issues that might need to be addressed in various types of contract (see the list below);
• study principles of plain-English drafting for contracts and other legal documents;
• review the etiquette and ethics of contract negotiations;
• survey some legal pitfalls that could lead to jail time for both clients and lawyers, such as backdating contracts, violating antitrust laws, failing to comply with Sarbanes-Oxley Act obligations, paying off foreign officials, etc.
• discuss how to tactfully advise clients (and supervising lawyers) about their options, so as to earn a reputation as a deal-maker, not a deal-breaker;
• compare and contrast the roles of outside- versus in-house counsel in contract negotiations;
• consider ways of positioning the client for future litigation, just in case.

The types of contract to be studied will include some or all of:
• employment agreements for employees and executives
• lease agreements
• distribution agreements
• services agreements
• license agreements
• stock-option agreements
• change-of-control agreements for employees and executives
• arbitration agreements
• settlement agreements
• merger agreements
• letters of intent / memoranda of understanding

A business background is helpful but not required; all necessary business information will be covered in class and/or in reading materials.

Course Syllabus:

Course Notes: Quota = 12   


First Day Assignments:

Final Exam Schedule: 04/29 6-7pm      

This course will have:

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

Experiential Course Type: No

Bar Course: No

DistanceEd ABA 306:

Pass-Fail Student Election: