Transactional Drafting

B709 is taught by A. Becker, M. Need

Need: In this course, students start with the nuts and bolts of contract drafting and proceed through the process of incorporating deal terms into contract provisions. Students will study both stylistic and legal conventions and their relationship to one another in a range of contract types. Through the lectures, in-class exercises, and drafting homework assignments, students will learn how to identify risks and draft clear contract provisions that minimize ambiguity and control those risks. The course is designed for students who are interested in corporate or commercial law, but it is useful to any student who will be drafting and negotiating contracts after law school.

Becker: B709 Transactional Drafting ^^ (2) Becker

Knowing the elements of a binding contract and actually writing an enforceable agreement that achieves a client s business objectives are two very different things. This course attempts to bridge that gap. It takes a structured approach to drafting contracts, beginning with the basic building blocks of commercial agreements and finishing with an asset purchase agreement to purchase a small business. Along the way, students will learn various stylistic conventions used by business lawyers, how to translate the terms of a business deal into a written agreement, and how to add value to a transaction. They will be exposed to several types of contracts, including purchase contracts, employment agreements, loan agreements, escrow agreements and license agreements. In-class exercises and drafting homework will give students practice drafting clear contract terms that unambiguously describe a client s proposed business deal. Students should make sure they can allocate time outside of class to complete the drafting and editing homework. Grading is based on two or three graded drafting projects and on class preparation and participation. The final graded exercise (in lieu of a final exam) will consist of a business purchase agreement to be edited at home using techniques learned during the semester. The course is designed for students who are interested in a business transactions practice, but it is useful for any student who plans to negotiate and draft contracts in his or her legal career.