Transactional Drafting

B709 is taught by A. Becker, M. Need, R. O'Bryan

Knowing the elements of a binding contract and actually writing an enforceable agreement that achieves a client&039;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 clients 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.

Note: 3Ls have priority for this course.