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Basics of Contract Drafting (622-2)


Judith A Rosenbaum
McCormick 194
Office Hours: TBD, though always available by appointment

Meeting Info

Rubloff Building 254 - Savner: Tues 4:10PM - 6:00PM

Overview of class

This is an interactive course, where we try to get a feel for what it's like to be a transactional lawyer and where we focus on getting as much practice drafting as possible. If you have questions about any aspect of the course, please contact me by email at: or schedule a meeting with me at: I am willing and eager to answer any questions about the course, and I am interested in your feedback and suggestions.

Learning Objectives

Ideally, if you participate fully and actively in Basics of Contract Drafting, you will learn to: 1) translate the terms of a business deal into contract concepts (covenants, representations and warranties, conditions, etc.); 2) negotiate the terms of a contract with opposing counsel; 3) draft a logically-organized, precise, unambiguous contract in clear and concise English; 4) use form contracts and precedent; 5) edit a contract to reflect input from your client and opposing counsel; 6) apply what you have learned to help you read, analyze, and critique contracts drafted by others; 7) work better with others; and 8) use technology more and better in drafting contracts.

Teaching Method

You will have a mix of assigned readings and individual and group exercises to practice right away what you are learning

Evaluation Method

The final grade will be based on approximately: 1) 20-30% individual class attendance, participation, and short exercises; 2) 50-70% on specific, shorter contracts drafted individually throughout the semester; and 3) 5-20% on a longer, final contract drafted as a team of 3-4 students (students may request to work together). The focus will be primarily on class attendance, participation, short exercises, and contracts drafted individually. There will be less of an emphasis on graded assignments drafted as a team. Class attendance, participation, and short exercises will be graded based on completion and efforts to participate, not on whether answers are right or wrong. You will get individual feedback and guidance from me on your contracts through conferences during the semester, and you can meet with me more, as needed.

Class Materials (Required)

Tina L. Stark, Drafting Contracts: How and Why Lawyers Do What They Do, Second Edition (Aspen Publishers 2014), which is available for purchase in the bookstore. The bookstore matches Amazon and prices.

Class Notes

Please reach out to Monica Llorente at at any time to talk more about any aspect of the class.

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