Contract Drafting for Real

Session Date/topic What’s covered Questions students Substantive knowledge Professional skills Assessment factors should ask to be learned to be developed 1. January 12 Goals and methodology for the  What makes for a  Typical structure. Learn how to readily For entire course: course; learning by doing. assess contract good contract?  Typical provisions. a. Understands Introduction terms and structure:  What are standard standard contract to typical Lecture re typical structures and  Impact of government structures and  The core deal. structures, contract terms of a contract. as a party. provisions?  Secondary provisions and structures,  Common mistakes. methods.  What are typical provisions. terms and Students will be randomly assigned  Use of exhibits, b. Addresses client weaknesses?  Priorities of client methods one or more traditional contracts for opinions, certificates, and other parties. objectives and analysis for sessions 2 and 3.  What are useful etc. priorities. document  Strengths of  Closings. c. Applies applicable Materials: management document. legal principles.  All-inclusive sample contract procedures?  Weaknesses. d. Demonstrates (Humpty Dumpty). What is the   Potential mastery of these  Slides re other factors. strategy of the ambiguities and skills, in both  Sample contracts for the next two various parties? tricks. written work and sessions.  “So what?”  Potential class  Assignment memo and guidance challenges. presentations, as for the next two sessions.  “So what?” well as in general class participation.  Blackboard readings about effective drafting and effective Document presentations. management.

January 19 No class; Martin Luther King day

2. January 26 Prior to this session, students will  Core deal? Depends on the specifics  See how a. Key elements of the have prepared and submitted for of the assigned contract.  Structure? concepts from contract are Student-led posting on Blackboard a two- to three- session 1 are identified.  Drafting? reviews of page memo about their assigned applied to real b. Key substantive sample contracts from the perspective of an  Interests of world sample laws are contracts assigned party. parties? contracts. addressed.  Strategy?  Recognize Good prioritization This and the next session will consist c. different of student presentations as to the  What is effective? of what matters, purposes of purpose and structure of their  What might do what key legal different assigned contracts, what the differently? principles apply, contracts, and presenters see as effective and what what are the  What subject to different priorities relevant strengths might be improved re their assigned challenge, and for different and weaknesses, contracts, and what might be the how? parties. etc. strategies of the relevant parties  “So what?”  Identify strengths d. Grammar and and weaknesses structure of memo The rest of the class will then be in structure and reflect a high asked to comment, including how substance. quality legal work they might challenge a given contract  Strengthen product. on behalf of a third party. writing and e. Oral presentation is analytical skills. professional in Materials: Strengthen demeanor,  Sample contracts previously  class/client highlights key assigned for discussion at this presentation points and has right and the next session. skills, including priorities.  Student work product for each relevance of what f. Class discussion is assigned contract for discussion selected for collaborative; at this and the next session. discussion. contributes to the education of fellow  Strengthen skills classmates. for handling questions from g. Is thinking the class/client. strategically.

3. February 2 Continuation from Session 2. Same. Same. Same. Same.

Student-led Materials: reviews of  Same sample contracts as sample session 2. contracts  Same student work product for (continued) each assigned contract, with remaining contracts to be discussed at this session.  Assignment memo and guidance for drafting a simple contract for the next session.

2 4. February 9 Most of this session will consist of  What is purpose of  Parties. Hone drafting skills, Demonstrates student discussion of the various draft taking into account: professional drafting a given contract?  Structure. Drafting a contracts. skills, taking into  What matters  Best structure simple  Basic terms. account: most to the client? and terms for contract This segment will be followed by a  Subsidiary terms. To the other contract’s a. Key issues for discussion of what makes for good parties?  Enforceability. purpose. purposes of the drafting, including a discussion of  Clarity and contract. reference materials previously posted  What are most  Potential challenges. precision of b. Appropriate legal on Blackboard. relevant legal and  Relevance to parties other risks, and language. principles.  Understandability. Priorities of the At the end of this session, students how address  Prioritization of c.  How deal with will review a complex contract, with them? what matters, client and other competing priorities the task of preparing a formal law firm taking into parties.  What is effective of the parties. opinion letter to be submitted before structure (formal, account client’s d. Drafting skills: the next session. informal, exhibits, and other parties’ o Effectiveness etc.)? interests. of specific Students also will be assigned at the  How enforce?  Application of provisions and end of this session to teams, each of relevant legal of the  What contract which will select a type of contract. principles to what document strategies are Each team will have the task of is drafted. overall. preparing a draft of its assigned likely important for o Practicality of your client? contract for review by the client. The enforcement drafts can be in a traditional contract  “So what?” provisions and format or alternatively (depending on remedies. the type of contract) in the form of a o Grammar, etc. business letter agreement or a that is consumer plain language agreement. professional and furthers the Materials: purposes of the  Student drafts of a simple contract. contract, to be discussed at this o Structure, session. appearance,  Text of a complex contract, etc. that further opinion letter templates, legal the purposes of research already completed for the contract. use in the opinion letters, and an e. Is thinking assignment memo and guidance strategically for the next session.

3 February 17 No class this week to give everyone (Tuesday) some extra time on projects and a bit of a rest.

5. February 23 Discussion of the student opinion  What happened  Purpose, format and  Become a. Clarity in identifying letters interpreting a complex here? methodology of comfortable key issues. Interpreting a contract. This will not necessitate  What are effective opinion letters. interpreting a b. References to complex organized presentations but rather an methods of  Interpretation of a typically complex relevant legal and contract open-ended discussion by the entire interpretation? complex document. (and possibly other interpretive class of the various opinion letters, over-lawyered) principles, if useful. the various conclusions, how those  How communicate  Application of document. Effective references conclusions were derived, which one issues, relevant legal c.  Identify or two opinion letters seemed to stand conclusion, legal principles. to contract fundamental language and out for each position, and what principles that  Possible application strengths and structure, purpose everyone thinks are the relative support of other analytical flaws. of deal and other strengths and weaknesses of the conclusion, 2-3 approaches. key points of other  Determine how to factors to support various opinion letters overall.  Never be intimidated side, and rationale advise a client advice; application that big firm produces for recommended when there may of other analytical Prepare for For the second half of this session, professional-looking, action? be no readily approaches if team projects students will use the time to meet with very complicated apparent answer. useful. their teams to discuss their drafts and  What’s my best document. presentations, in addition to whatever strategy to get the d. Written advice is time they may wish to arrange outside parties to accept Address: o Readily of class for these purposes. my opinion, or at  Ambiguity. understandable least not reject it  Complexity. by client. Materials: outright? o Reasonably  Purpose of deal.  Student opinion letters convincing to a interpreting the complex contract,  Interests of neutral third to be discussed at this session. differing parties. party reader.  Team assignments and  Legal principles. o At least accompanying guidance for the  Text. plausible to final two sessions.  Structure. opposing parties.  Reading materials re working in  Everything else. teams and re project management.

4 6. March 2 Team presentations, with the rest of  What is relevant to  Depends on the  Teamwork in a. Demonstrates full the class functioning as the client’s the client for the specifics of the drafting and range of Team CEO, CFO, general counsel and written work assigned contract. presentations. professional skills presentations other senior managers. product?  Strengths and  Interactions with as a practicing to clients of  What is relevant to weaknesses of formal client. lawyer: team- Materials: To draft and the client for the contract versus  Full range of o produced  Team work product for their revise contracts face-to-face alternative use of a drafting and contracts assigned contracts. and related presentations? business letter/plain presentation materials.  What need to get language contract. skills needed as across to the client a practicing o To brief a (strengths, risks, lawyer. client. trade-offs, etc.)? b. Addresses relevant  How anticipate principles from prior and then handle sessions. client questions, c. Team works comments and effectively as a suggestions? group while  What’s the best drawing upon strategy to individual skills. accomplish all of d. Team is thinking this? strategically.  “So what?” e. Overall: o Quality of the contracts and related written materials (key issues, substantive principles, competing priorities and tradeoffs, clarity and effectiveness of written work product, etc.). 5 o Quality of client presentations (clear and effective, professional, help client make relevant decisions, etc.). o Quality of interactions internally among teammates, and externally with the client/class.

7. March 9 Completion of team presentations. Same. Same. Same. Same.

Team presentations to clients In the final portion of this last session, (continued) the class will discuss what has been learned and how to apply substantive Course wrap knowledge and professional skills up going forward.

March 16 Spring Break -- plus this course is Goal by the end of the course: Competent to practice contracts law; functioning at a one-year finished. You now have Monday attorney level or higher. afternoons free for the rest of the semester.

6 Statement on Academic Integrity

USC seeks to maintain an optimal learning environment. General principles of academic honesty include the concept of respect for the intellectual property of others, the expectation that the work submitted represents solely the effort of the person(s) submitting the work (unless otherwise allowed by an instructor) and the obligations both to protect one’s own academic work from misuse by others as well as to avoid using another’s work as one’s own. All students are required to understand and abide by the policies and expectation of the Law School, http://mylaw2.usc.edu/portal/policies/handbook/character/plagiarism.cfm, and the University, http://www.usc.edu/student-affairs/SJACS/forms/AcademicIntegrityOverview.pdf, regarding academic integrity.

Accommodation of Disabilities

USC is committed to providing reasonable accommodations for members of the student body who have permanent or temporary physical, learning or other disabilities, to ensure that all students are given an equal opportunity for learning and for pursuing their academic interests. Students wishing to seek accommodation should consult the policies and procedures in the Student Handbook, http://mylaw2.usc.edu/portal/policies/handbook/exceptions/disabilities.cfm.