Legal Writing for the Transactional LawyerDrafting Agreements
Topics covered will include:
- the basic component parts of a written agreement, including recitals/preambles, representations and warranties, affirmative and negative covenants, defined terms and boilerplate
- the importance of understanding the underlying business terms of the agreement
- anticipating and avoiding misinterpretations by using clear and concise language
- strategies for amending existing agreements
- ethical issues that arise in drafting agreements
Most importantly, students will gain extensive experience drafting and editing, thereby reinforcing the concepts that they are learning and discussing in class. Writing and editing exercises will be intensive, averaging one assignment or in class exercise each week. This will allow students to practice what they are learning, as well as introduce them to the types of deadlines that they will face in the practice of law. For the first half of the semester, students will work with common component parts of agreements. During the remainder of the semester, however, students will be required to draft entire agreements, with a focus on the types of agreements on which young associates are often asked to work, such as Confidentiality Agreements, Purchase Agreements, License Agreements, Lease Agreements and Financing Agreements.
Grades will be based on the written assignments, with 75% of the course grade based on a final comprehensive drafting assignment.