Contract Drafting (Gittelman/Coghlan)
Meeting Times/Location
W 6:40PM - 8:40PM
Tanenbaum Hall 345
Category
Seminar
Credits
3.0
Contract Drafting involves preparing legal documents to govern the future relationship of clients and other parties to a business transaction. Drafting a transaction document is quite different than writing a legal brief or other persuasive document or writing other documents intended to be filed in connection with litigation. The purpose of this course is to help you understand: (1) the nature and structure of a transaction document, (2) the process and importance of understanding a transaction — that is, a business deal, and how (and why) it is documented; 3) how to translate deal terms into contract provisions, and (4) how to organize and write contract documents.
HOW WE WILL ACHIEVE THE OBJECTIVE OF THIS COURSE. The best way to become an excellent drafter is practice, practice and yes, more practice. Therefore, this course is designed to give students extensive practice in writing clear, precise and well-drafted transaction documents. After taking a broad look at the elements of a contract and the importance of accurately documenting a business transaction, students will have the opportunity to develop their skills in writing and negotiating specific types of provisions typically found in most real world contract and deal related documentation. In this course, we will also discuss topical contractual issues and disputes and how these might be addressed through strong contract drafting. Students will work individually or in pairs or groups on multiple in-class exercises. Listening to others' perspectives and insights and working together as a team are important skills in transactional practice, and group exercises will help foster these skills. Students will also have ample opportunities to work alone on assignments to show individual skills.
Class attendance is critical. Each class will include review of previously written assignments and in some instances also will include in-class drafting. Class participation is valued and will be counted in the final grade. However, if a student must miss a class, the student must e-mail us in advance of the class to let us know and explain the reason clearly. We will permit one absence for each student, provided they e-mail in advance. Any more absences require advance approval.
There will be no exam for this course. Grades will be based on multiple drafting assignments and class participation. Late submitted assignments without prior approval will be graded down – partners and supervisors do not accept missed deadlines, and we will adopt the same approach.
Grading 15% Participation, 85% Other (This course will require several class and homework drafting assignments. Grading will largely be based on these writing assignments.)
Business and Corporate Law Learning outcomes: Demonstrate a core understanding of business and corporate law; Perform legal analysis in the context of business and corporate law; Communicate effectively on topics related to business and corporate law; Demonstrate an understanding of the interconnection between the world of business and finance and that of business and corporate law, and how they affect other areas of law and society.
Skills Learning outcomes: Demonstrate an understanding of the individual course skill; Demonstrate the ability to receive and implement feedback; Demonstrate an understanding of how and when the individual course skill is employed in practice.
Professional Responsibility and Ethics Learning outcomes: Demonstrate an understanding of how the law affects, and is affected by, the individual course topic; Perform legal analysis in the context of the individual course topic; Communicate effectively on the legal and other aspects of the individual course topic; Demonstrate the ability to use other disciplines to analyze legal issues relevant to the individual course topic, including economics, philosophy, and sociology, as appropriate.
Textbooks
"Drafting Contracts How and Why Lawyers Do What They Do " by Tina L. Stark |