Spring 2010
5297 Contract Drafting - TOEDT- 33205
added 9-16-09

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

Credits: 2

Course Areas: Business and Commercial Law 

Time: 4:00p-6:00p  W  Location: 111  TU2

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.

Depending in part on student input, the types of contract to be studied could include, for example, employment agreements, lease agreements, distribution agreements, services agreements, license agreements, stock-option agreements, change-of-control agreements, arbitration agreements, settlement agreements, etc.

Professor Toedt plans to invite experienced local lawyers to serve as guest lecturers about specific types of contract.

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

Grades will be based on the following, not necessarily in any particular order of importance: (i) a take-home, open-book final, focusing in part on one or more practical exercises; (ii) occasional open-book practical exercises for homework; and (iii) class participation.

Course Syllabus: Syllabus

Course Notes: This course will be taught by Adjunct Professor D.C. Toedt, III. (His last name is pronounced "Tate.") Quota = 15  


First Day Assignments: first day assignment for the Contract Drafting class is “Pathclearer: A more commercial approach to drafting commercial contracts,” by Steven Weatherley, at http://bit.ly/6SS6kD.

Final Exam Schedule: Take home      

This course will have:

Satisfies Senior Upper Level Writing Requirement: No

Experiential Course Type:

Bar Course:

DistanceEd ABA:

Pass-Fail Student Election: