Sample Syllabus
Contract Drafting and Analysis – Spring Semester 2020
Units: 2
Term/Day/Time: Spring Semester 2020; half days on January 18 and February 8 and 22; full days on January 25 and February 29
Location: Room ___
Instructor: Michael Roster
Office: ___
Office Hours: By arrangement, in addition to optional one-on-one 30-minute meeting with each student that will likely be held on ___ and with a signup sheet circulated at Session 3.
Contact Info: ___
Course Description
This course requires you to learn from your own work and that of your classmates. As will be expected for the rest of your career, a key function of the course is to help you think independently and become professionally calibrated – that is, comfortable determining the relevant legal principles and then applying them to the client’s needs, priorities and circumstances. A wide range of resources will be available on Blackboard, but it will be up to you to use these and other materials as you think appropriate.
In this regard, the course is based on the concept of “learning by doing,” with the goal that students are functioning at a first-year attorney level or higher in contracts by the end of the course. Feedback will be similar to the types of performance reviews used at law firms and companies. Among other things, Prof. Roster was a law firm managing partner and practice group chair and then spent 14 years as a general counsel.
The course will start with an introduction to the standard terms and structure of a contract. Students will then examine a broad range of contracts in actual use (typical business agreement, law firm retainer letter, consumer credit card agreement, web site terms of use, etc.) and present to the class their assessment of why provisions were likely drafted as they were and what alternatives might be considered. Students will then draft a simple version of a contract and then write an opinion letter interpreting a complex contract. The final third of the course will be team presentations with the rest of the class functioning as the client’s CEO, CFO, general counsel and other senior managers.
The course will meet in five intensive Saturday class sessions with three going a half day (through lunch on January 18 and February 8 and 22) and two going a full day (January 25 and February 29) since these will be double sessions. The course will be finished at the end of February.
Grading will be based upon (a) written assignments, which generally will be limited to a maximum of 3 to 5 pages in length; and (b) classroom participation in a law firm type setting, and later through the team projects and presentations.
Learning Outcomes
Functioning at a one-year attorney level or higher in contracts, as shown in the Law Firm Associate Competencies Chart as posted on Blackboard. Among other things:
· Able to assess a broad range of contracts for style, content and effectiveness for their specific purposes.
· Able to draft a basic contract including making decisions as to what is essential and what can be left out (professional calibration).
· Able to analyze a complex contract and apply the analytical and writing disciplines required when preparing a formal law firm opinion letter.
· Able to work as part of a team to draft a standard business contract and then brief the client.
Prerequisite(s); co-requisite(s), or recommended preparation: None
Required Materials (e.g., textbooks or other): None
Optional Materials
Optional reading materials for effective writing, effective presentations, etc. are available with the course materials as posted on Blackboard.
Description and Assessment of Assignments
A detailed chart of the knowledge and skills to be learned and assessed for each session and each of the four assignments is shown in the Session Schedule in the first folder on Blackboard.
Grading Breakdown
A detailed chart of the factors and weightings for each of the four assignments is shown in the Course Assessment Factors and Weightings in the first folder on Blackboard.
Course Schedule: see the Session Schedule for further details
Session 1 - half day - cram session
Basics of a standard contract and contract drafting
Template for sample all-inclusive contract, with assigned student questions
Review the template prior to the first session and be prepared for assigned questions
Session 2 – full day - student analysis of ten sample groups of contracts
Analyze an assigned standard type of contract
Prepare memo and classroom briefing
Session 3 – half day - drafting a simple contract
Select one of four client matters and prepare a draft contract and transmittal memo to the client
Session 4 – half day - interpreting a complex contract
Review a complex contract and write a formal opinion letter with conclusion and analysis
Session 5 – full day - team drafting of a standard business contract followed by in-class briefings of clients
Work together in teams; allocate responsibilities; draft contract and prepare for in-class client briefings
After final session
Evaluate the other three teams with allocation of payments along with written feedback to each of the other teams