Curriculum Guide · Courses
Introduction to U.S. Contract Drafting
Professor Kevin Fandl
LL.M Seminar 160 | 2 credit hours
This course introduces foreign-educated LL.M. students to the principles, processes and techniques for drafting contracts in the United States. Students will develop skills in reading and interpreting a contract and will thereby better understand the function of its component provisions. Students will learn how to draft contract provisions with precision and clarity. Among the topics covered will be: the structure of the contract, representations, covenants, conditions, allocation of risk, incentives, stipulative provisions, remedies, enforceability, and applicable law. The course will address the lawyer’s role in deal-making, including the negotiation of the contract’s terms and related ethical and practical aspects of transactional practice. Some attention will be devoted to characteristics of U.S. legal culture that contribute to the distinct features of its contracts. The course is taught through a series of exercises in which students will draft or revise short contractual provisions.
Students may not receive credit for both this seminar and the J.D. seminar, Drafting and Negotiating Commercial Real Estate Documents: Real Estate Contracts, Loan Documents, and Leases Seminar; or the J.D. seminar, Drafting and Negotiating Commercial Transactional Documents; or the J.D. seminar, Corporate Transactions: Negotiating the Deal and Drafting the Documents.
Grades will be based upon class participation, completion of the weekly exercises and a short final assignment. The course is graded honors-pass-fail. This class is only open to foreign educated LL.M. students (i.e., those students who do not have a U.S. J.D. degree), and enrollment is limited to a small number of students.