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LAW 5142: Legal Writing for the Transactional Lawyer - 2204

Legal Writing for the Transactional Lawyer
Class Term:
Spring Term 2019-2020
Catalog Number:
Class Schedule:
4:30 pm
6:20 pm
2 (2 Contact, 0 Field)
Graduation Requirements:
"W" Writing
Professional Skills
Experiential Learning
Limited Enrollment - 3rd Year Priority
Full Year Course:
Standard Courses

Additional Information

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.

Grading Details

Grades will be based on the written assignments, with 75% of the course grade based on a final comprehensive drafting assignment.


This course will introduce students to the craft of drafting transactional agreements. This course is meant to fill a void that currently exists between formal law school education and actual work as a practicing attorney. Oftentimes, the first experience that young transactional lawyers have with drafting agreements follows a familiar pattern – the young lawyer is given a form as a starting point, then asked to make changes to the form to "draft" the needed document. The young lawyer may successfully edit the party names and dates, but usually has little understanding of the rest of the agreement or even the basic business terms that the agreement must memorialize. Unfortunately, the realities of modern law practice may preclude inexperienced drafters from taking the time to properly hone their craft. This course will prepare students for entering a transactional practice by allowing students to practice drafting and editing agreements, examine strategies for avoiding ambiguities by crafting precise language, and work in a fast paced, team-oriented environment.

Legal Writing for the Transactional Lawyer