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Drafting Effective Contracts: A Practitioner's Guide, 3rd Edition

Drafting Effective Contracts: A Practitioner's Guide, 3rd Edition

Author: Jeff C. Dodd; Robert A. Feldman
Publisher: Wolters Kluwer Legal & Regulatory U.S.
ISBN: 9781543812503
Published In: Subscription-type (Contents updated periodically)
Format: Loose-leaf
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Author

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The professional’s favored tool for over a decade, this backbone reference provides a comprehensive set of drafting elements that can be used from contract to contract. Move step-by-step through the contract-creation process —from conducting the initial client meeting to closing the deal, with detailed discussions of the eleven, essential drafting elements, parties, recitals, subject, consideration, warranties and representations, risk allocation, conditions, performance, dates and term, boilerplate, and signatures.

A favorite reference tool for professional drafters for over a decade, Drafting Effective Contracts combines a clear analysis of how effective agreements are structured with a practical breakdown of the essential elements of any contract— giving you the best way to draft contracts.

This completely updated practical reference guide presents a consistent structural analysis and a comprehensive set of drafting elements that can be used from contract to contract. You are led step-by-step through the process by which contracts are created, given clear sample contract provisions, and offered direction around the obstacles that may be encountered in drafting agreements for goods and services, promissory notes, guaranties, and secured transactions.

Drafting Effective Contracts provides a complete handbook for drafting legal agreements that work. For starters, you get a practical and comprehensive approach to the overall contract process—from conducting the initial client meeting to closing the deal. You’ll find a detailed discussion of the 11 drafting elements that every contract may have:
- Parties
- Recitals
- Subject
- Consideration
- Warranties and Representations
- Risk Allocation
- Conditions
- Performance
- Dates and Term
- Boilerplate
- Signatures
After you get a solid explanation of these essential elements and how they’re assembled to create effective contracts, you get key strategies for negotiating the agreement and closing the deal. You get an overview of the legal concepts that underpin various types of agreements —such as promissory notes, guaranties, security agreements, and agreements for the sale of goods and services. Then you’ll see how to apply the drafting elements to create the finished contract. You also get an array of sample agreements and contracts as well as statutory material. Only Drafting Effective Contracts combines the best benefits of a forms book and a treatise to give you the most complete tool for building effective legal agreements.
PART I - PROCESS

Chapter 1. Getting Started
- 1.01 Client Attitudes Toward Contracts
- 1.02 Client Contacts
- 1.03 Drafting Control
- 1.03A Drafting Technique and Style Considerations
- 1.04 Forms
- 1.05 Preliminary Documents
Chapter 2. Drafting Elements
- 2.01 Introduction
- 2.02 Drafting Elements
- 2.03 The Elements Assembled
- 2.04 Electronic Commerce Issues
- FORMS: Agreement for the Purchase and Sale of Selected Assets
Chapter 3. Negotiations and Closings
- 3.01 Negotiating Contracts
- 3.02 Handling Closings
PART II - APPLICATIONS

Chapter 4. Agreements for the Sale of Goods and Services—Overview
- 4.01 Introduction
- 4.02 An Approach to the Applicable Law
- 4.03 Article 2 Coverage of Goods and Services
- 4.04 Article 2's Contracting Rules
- 4.05 Service Contract Considerations
- 4.06 Firm Offers
- 4.07 Conflicts in Sales Forms
- 4.08 The Magnuson-Moss Warranty Act
- 4.09 International Sales Under the U.N. Convention
Chapter 5. Agreements for the Sale of Goods and Services—Structural Analysis
- 5.01 Parties
- 5.02 Recitals
- 5.03 Subject
- 5.04 Consideration
- 5.05 Warranties and Representations
- 5.06 Risk Allocation
- 5.07 Conditions
- 5.08 Performance
- 5.09 Dates and Term
- 5.10 Boilerplate
- 5.11 Signatures
- FORMS:
  1. Short Form Purchase Order
  2. Long Form Purchase Order
  3. Master Purchase Agreement
  4. Short Form Sales Agreement
  5. Short Form Sales Agreement—Alternative Form
  6. Long Form Sales Agreement
  7. Term Purchase Agreement
  8. General Consulting Services Agreement (Prepared by Buyer)
  9. General Consulting Services Agreement—Alternative Form (Prepared by Seller)
Chapter 6. Promissory Notes—Overview
- 6.01 Introduction
- 6.02 Negotiability
- 6.03 Interest
- 6.04 Consumer Credit
Chapter 7. Promissory Notes—Structural Analysis
- 7.01 Parties
- 7.02 Recitals
- 7.03 Subject §7.04 Consideration
- 7.05 Warranties and Representations
- 7.06 Risk Allocation
- 7.07 Conditions
- 7.08 Performance
- 7.09 Dates and Term
- 7.10 Boilerplate
- 7.11 Signatures
- FORMS:
  1. Demand Note
  2. Term Note
  3. Installment Note
  4. Secured Note
  5. Nonnegotiable Note
Chapter 8. Guaranties—Overview
- 8.01 Introduction
- 8.02 Contract Formation
- 8.03 Types of Guaranties and Performance
- 8.04 Discharge
Chapter 9. Guaranties—Structural Analysis
- 9.01 Parties
- 9.02 Recitals
- 9.03 Subject
- 9.04 Consideration
- 9.05 Warranties and Representations
- 9.06 Risk Allocation
- 9.07 Conditions
- 9.08 Performance
- 9.09 Dates and Term
- 9.10 Boilerplate
- 9.11 Signatures
- FORMS
  1. Guaranty of a Specific Indebtedness
  2. Continuing Guaranty of Trade Indebtedness
  3. Guaranty of Real Property Lease
Chapter 10. Security Agreements—Overview
- 10.01 Introduction
- 10.02 Point One: Determining Whether a Security Interest Is Involved
- 10.03 Point Two: Determining UCC or Other Coverage
- 10.04 Point Three: Creating a Security Interest
- 10.05 Point Four: Perfection
- 10.06 Point Five: Position with Respect toOthers: Priorities
- 10.07 Impact of Bankruptcy
Chapter 11. Security Agreements—Structural Analysis
- 11.01 Parties
- 11.02 Terminology and Drafting
- 11.03 Recitals
- 11.04 Subject
- 11.05 Consideration
- 11.06 Warranties and Representations
- 11.07 Risk Allocation
- 11.08 Conditions
- 11.09 Performance
- 11.10 Dates and Term
- 11.11 Boilerplate
- 11.12 Signatures
- FORMS:
  1. Purchase Money Security Agreement
  2. Long Form General Security Agreement
  3. Short Form General Security Agreement
  4. Stock Pledge Agreement
APPENDIX A - Litigated Language

INDEX
Jeff C. Dodd

J.D.

Jeff has extensive corporate, securities and corporate finance experience, including public and private securities offerings, merger and acquisition transactions, joint ventures, corporate partnering and similar arrangements, private debt and equity financing transactions (including private equity and venture capital), and regulatory, governance and compliance matters.

Jeff also advises clients concerning their IP strategy and monetization programs, licensing and joint venture transactions and data security, privacy and protection issues.

Jeff continues to serve his alma mater as a University of Houston Honors College Advisory Board Member and is a former President and member of the University of Houston Law Foundation Board of Directors. He is a lifetime fellow in both the Texas Bar Foundation and Houston Bar Foundation.