Basics of Contract Drafting (622-1)
Instructors
Brian Silbernagel
312/503-1437
MC286
Meeting Info
Rubloff Building 254 - Savner: Tues, Wed 8:45AM - 9:40AM
Overview of class
This is an introductory course that will teach you the fundamentals of how to translate the terms of a business deal into a straightforward and well-organized written contract. The course is not intended to teach you how to draft any particular type of contract (e.g., employment agreements, asset purchase agreements, limited liability company operating agreements), but rather to introduce you to the basic contract concepts and organizational structure that most negotiated commercial contracts share, as well as give you practice spotting issues in contracts drafted by others.
Although you will be exposed to, and work with, existing agreements relating to previous deals and other types of contract "precedent," the focus of the course will be on teaching original contemporary contract drafting. You will be taught how to draft agreements in a formal, but modern, style free of archaic language, redundancies, and legalese.
Registration Requirements
Contracts is a helpful course to have taken, but is not required. International students should not shy away from this course just because they have not taken Contracts.
Learning Objectives
Basics of Contract Drafting is a one semester course that will teach you the fundamentals of how to translate the terms of a business deal into a straightforward and well-organized written contract. By the end of the course, you will be able to identify the various components of a typical negotiated contract and understand their different purposes. You will learn how to properly use contract concepts such as covenants, conditions, representations and warranties, grants of discretionary authority, and declarations to convey the intentions of the parties. You will learn how to draft clearly and unambiguously in a contemporary style that avoids formal and archaic terms and expressions and is easy for the reader to understand. You will learn how to add value to transactions by spotting substantive issues in contracts drafted by others.
Evaluation Method
50% Final Drafting Assignment; 35% Weekly Drafting Assignments (cumulative); 15% Professionalism
Class Materials (Required)
Tina L. Stark, Drafting Contracts: How and Why Lawyers Do What They Do (2d ed. 2014) (ISBN 978-0-7355-9477-7). *Note: It is possible that a new edition of this textbook will be published before January. If that happens, the required textbook for this course could change.*
Class Notes
Class sessions will be a mix of lecture and exercises. Some sessions will be devoted entirely to an exercise, and a few will be substantially lecture, but most class sessions will begin with me talking about the topic of the day and us discussing some examples together, followed by you working on a problem involving some aspect of the topic.
There will be a relatively short written assignment due most weeks except at the very beginning and end of the semester. You will receive feedback on each assignment, and they will serve as building blocks for the final assignment (due at the beginning of the exam period), which will require you to draft a complete contract. You will be drafting parts of this contract for the first time, but much of it will be a re-write of the earlier assignments. All graded work will be done individually.
Although, because of its size and subject matter, the course is not subject to a mandatory curve, typically there will be a range of grades roughly in line with the Law School's grade distribution policy for upper-level doctrinal exam courses with more than twelve students (i.e., a mean of 3.5-3.6 with a target of 3.55).
Class Attributes
Satisfies Experiential Learning degree req
Satisfies Prof Writing degree req
Business/Corporate transactions an element
Enrollment Requirements
Enrollment Requirements: MSL Students are not eligible to enroll