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Drafting Contracts: How and Why Lawyers Do what They Do

Drafting Contracts: How and Why Lawyers Do what They Do

Author: Tina L. Stark
Publisher: Aspen
ISBN: 9780735563391
Published In: June 2007
Format: Paperback , 504 pages
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Contents
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A perfect fit for the upper-level legal drafting course, Drafting Contracts: How and Why Lawyers Do What They Do teaches the key practices of contract drafting, with particular emphasis on how to incorporate the business deal into the contract and add value to the client's deal. By providing many solid examples of quality writing, the book helps students to master the basics and to incorporate similar techniques into their own drafting. This text is also appropriate for use in transactional simulation courses, transactional clinics, advanced writing courses, first-year writing courses, first year-contracts courses, and interviewing, negotiating, and counseling courses.

Many great features ensure the value and reliability of this text:

PART I: introduces the building blocks of contracts and teaches the analytic skill of translating the business deal into contract concepts so that students learn how and why a drafter chooses a specific contract concept
PART II: sets out the framework of an agreement and works through it from the preamble to the signature lines, discussing the business, legal, and drafting issues that occur in each part of a contract
PART III: turns to drafting rules for good writing and to techniques for enhancing clarity and avoiding ambiguity
PART IV: details how to look at the contract from the client's perspective, what does the client want to achieve and what risks does it want to avoid in order to find and resolve business issues
PART V: shows students how to integrate everything they have learned: how to organize a contract, how to use precedents, and how to review and comment on a contract
PART VI: addresses ethical issues that arise in drafting
PART VII: provides additional exercises
presents a five-prong framework for considering business issues that appear in almost every transaction: money, risk, control, standards, and endgame (Chapter 17, Adding Value to the Deal)
includes plentiful examples of well-drafted provisions, many based on commercial agreements
provides exercises for use in or out of class, individually or collaboratively, including contract mark-ups, new drafting, and both combined into a single exercise
integrates a single fact pattern throughout many exercises in the book, the purchase of a jet by a never-do-well with significant financial problems and varying fact patterns relating to employment relationships and to assignment and delegation provisions.
accompanied by a Teacher's Manual that includes notes explaining the answers to each exercise and answers to questions that students commonly ask.
also accompanied by a website that provides all mark-up exercises that can be projected and walked through during class, a template for formatting, and multiple versions of one of the culminating exercises so that professors can use the version best suited to their classes

PART 1.Translating the Business Deal into Contract Concepts

A Few Words about Contract Drafting and This Book
The Building Blocks of Contracts: The Seven Contract Concepts
Translating the Business Deal into Contract Concepts: Part 1 (Representations and Warranties & Covenants and Rights)
Translating the Business Deal into Contract Concepts: Part 2 (Conditions, Discretionary Authority, and Declarations)

PART 2.Drafting a Contract's Parts

A Contract's Parts
The Introductory Provisions: Preamble, Recitals, and Words of Agreement
Definitions and Defined Terms
Action Sections
Representations and Warranties
Covenants and Rights
Conditions to an Obligation
Discretionary Authority and Declarations
Will and Shall
Drafting the Contract Concepts: A Summary Chart
Endgame Provisions
General Provisions
Signature Lines

PART 3.Drafting Clearly and Unambiguously

Legalese
Clarity through Format
Clarity through Sentence Structure
Ambiguity
Numbers and Financial Provisions
A Potpourri of Other Drafting Considerations
Deconstructing Complex Provisions

PART 4.Drafting from the Client¿s Perspective

Adding Value to the Deals

PART 5.Putting a Contract Together

Organizing a Contract and Its Provisions
The Drafting Process
How to Review and Comment on a Contract
Amendments, Consents, and Waivers

PART 6.Drafting Ethically

Ethical Issues in Drafting

PART 7.Other Drafting Materials

Additional Exercises

Appendices

Tina L. Stark teaches at Emory University School of Law where she is a Professor in the Practice of Law and the Executive Director of the school’s Center for Transactional Law and Practice. She is an internationally recognized authority on contract drafting and the teaching of transactional skills and has written extensively on these topics. She is also the editor-in-chief and co-author of Negotiating and Drafting Contract Boilerplate.

Professor Stark speaks frequently on drafting, transactional skills, the intersection of law and business, and boilerplate in contracts. She has lectured at programs in the United States, Canada, England, Italy, China, and Poland. In addition, she has served as a consultant to an English law school in connection with the creation of its transactional and business curriculum.

After graduating from Brown University with honors, Professor Stark was a commercial banker at Irving Trust Company. She then attended New York University School of Law where she was a contributing editor to the Journal of International Law & Politics. Professor Stark clerked for Judge Jacob D. Fuchsberg of the New York State Court of Appeals.

Professor Stark was a corporate partner at Chadbourne & Parke LLP from 1988 until 1993. While there, she had a broad-based transactional practice, including acquisitions, dispositions, recapitalizations, and financings. In addition, she developed and implemented the firm’s corporate training program.

Before joining the Emory faculty, Professor Stark was an Adjunct Professor at Fordham Law School for fourteen years. She taught courses on drafting, transactional skills, and business.

Professor Stark was appointed as a member of the Professional Education Project by Chief Judge Judith S. Kaye of the New York State Court of Appeals. The PEJ studied the legal education curriculum in New York State and recommended, among other things, that continuing legal education become mandatory in New York.