Contract Drafting

This course is for students who have already taken Pericles' Contract Law course or an equivalent course in a U.S., English or other common law jurisdiction.

For students who have not taken such courses we have another course designed just for you called Language of Contracts which combines drafting skills with substantive contract law and legal English terminology.

This course is designed to improve and develop an in-depth understanding of the intricacies of contract law that you learned in Pericles Contract Law course by applying practical contract drafting skills. While this course is taught in English, and all drafting is done in English, most of the skills developed should be useful for drafting any international or domestic contracts. Students should, during the class, begin to develop a set of English language form contracts for use in their own practice.

To be admitted to the course, students must have completed Pericles Contract Law course, or had other courses in Contract Law a common law jurisdiction so as to demonstrate familiarity with contract law to the satisfaction of the professor. All students must have access to a computer having Microsoft Word with English language fonts and English language spell/grammar check capabilities.

30 in-class academic hours (24 clock hours), over a 6 or 12 week duration. Students will have to complete an estimated 50-70 hours of homework assignments over the duration of the semester.

The class will teach both substantive contract law and drafting skills in a combination of lecture, discussion and exercises.

Substantive law topics, which will be covered more or less in order throughout the course include Offer & Acceptance, Preliminary Contracts and Irrevocable Offers; Form Contracts & Mirror Image Rules; Indefiniteness Problems; Consideration in Common Law Contracts; Enforceability, Illegality and Public Policy; Parole Evidence and Modification; Avoiding Claims of Mistake; Dealing with Non-Performance Short of Breach; Effective Force Majeure Clauses; Drafting Promises and Conditions, Warranties and Disclaimers; Invoking and Excluding Particular Types of Damages; and Third Party Rights.

Additional drafting skills, which will be interspersed throughout the course, include using forms versus 0-based drafting; framework of a contract; operative language (use of “and” or “or”, “shall” or “will”, “warrants” or “represents” and similar terms); interpretation of contract language; writing authorizations, obligations and conditions; and using advanced features of Microsoft Word such as cross-reference, compare, red-line, comment and other functions to improve drafting efficiency.

This course is graded for LL.M. students and is on a Pass/No Pass basis for other students unless otherwise requested by the student at the beginning of the course.

Pass entails (1) attending at least 70% of the class meetings; (2) successfully completing at least 70% of all homework exercises; (3) successfully completing at least one form contract to be shared with the class; and (4) successfully completing a written examination entailing drafting a contract based on forms and a hypothetical case. On the first day of class students will pick the topic of their form contract and will work on it throughout the semester.

Non-LL.M. students who pass the class will receive a certificate. Honors certificates may be awarded to students whose work is outstanding.