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Spring 2022
6364 Contract Drafting - TOEDT- 21964

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

Credits: 3

Course Areas: Business and Commercial Law 

Time: 6:00p-7:30p  MW  Location: 215  TUII

Course Outline: This simulation course's goal is to help a new lawyer impress his- or her first supervising attorneys with how knowledgeable the new lawyer is about the ways that businesses use contracts to work together.

We will draft a series of contracts for a small tech company, "MathWhiz," including for its dealings with a giant corporate customer, "Gigunda Energy." Along the way, we will study the following, among other things."

• key legal doctrines that could cause big future problems for clients if not dealt with properly

• business planning, a.k.a. R.O.O.F.: Rooting Out Opportunities for [Failure]

• watching out for SPP, i.e., S[tuff] People Pull

• creating contractual incentives for good behavior to help head off disputes

• specific techniques for drafting contracts that can be quickly reviewed and negotiated

• spotting and eliminating ambiguities, which can be a leading cause of contract-related disputes

• how not to get taken advantage of in contract negotiations

• avoiding jail time for both clients and lawyers

• earning a reputation as a deal-maker, not a deal-breaker

• positioning the client for future litigation without spooking the other side

While this course no longer satisfies the upper-division writing course requirement, students will still get considerable practice in drafting workable, readable contract language.
Class sessions spend a lot of time brainstorming and war-gaming typical real-world business situations.

Socratic method is used extensively, but in a modified form: Most questions are posted in advance; when a question is posed in class, students are asked to turn to their neighbors and discuss, then the question is discussed by the whole class.

Course Syllabus: See http://www.OnContracts.com/UHCD

Course Notes: (Hybrid)  The UH registration system instruction mode for this course is listed in parenthesis. After student registration in November, there may be instruction mode changes to this course up through Jan. 5th, 2022, but notice of such changes will be sent to then-registered students. Hybrid means that some of the weekly class sessions are virtual, and some are face-to-face. By definition, the hybrid instruction mode only applies to a course that meets two or more times a week. The instructor’s syllabus should indicate which regular days are virtual and which are face-to-face. A physical classroom may be assigned for the virtual class sessions to give students a location in the Law Center to join them. If the course has a final examination, it will be conducted in a classroom in face-to-face mode requiring your physical presence. Other assessment, such as a mid term exam, may also be in a classroom.

Note: This course will meet Face to face on Mondays and via Zoom on Wednesdays.

Quota = 16.

Prerequisites: Yes  1L Contracts. (We will review key contract-law doctrines along the way.) A business background is helpful but not required — all necessary business information will be covered in class and/or in reading materials.

First Day Assignments: See the Syllabus

Final Exam Schedule: 05/11 6pm-7pm      

This course will have:
Exam:
Paper:


Satisfies Senior Upper Level Writing Requirement: No

Experiential Course Type: simulation

Bar Course: No

DistanceEd ABA 306:

Pass-Fail Student Election: Unavailable (Instructor Preference)

Course Materials (11/3/2021 10:56:38 AM)

Special Case

Course Materials: The course book is a free PDF download; the existing version is available at https://toedtclassnotes.site44.com/Notes-on-Contract-Drafting-2021-08-21.html but a much-revised version will be used in spring 2022.