Contract drafting class spring 2012

by Dell C. "D. C." Toedt III on 2012-01-24

Syllabus
Syllabus draft 2012-01-24

Class 28, Thurs. Apr. 26

• DCT notes on services agreement homework

Class 27, Tues. Apr. 24

Class 26, Thurs. Apr. 19

• Negotiation exercise for Tuesday April 24: See handout. We will negotiate only the second, fourth, seventh, and ninth points; that’s all you need to prepare. For those points, please draft the provisions you’d want to see agreed to (from your client’s perspective) and hand them in at the end of the Apr. 24 class.

Class 25, Tues. Apr. 17

• Slides

• Negotiation exercise for Tuesday April 24: See handout.

• Homework assignments: See handout — to be turned in, but not graded

Class 21, Tues. Apr. 3

• Slides

• Homework for Thursday April 5: Read the annotated employment agreement at http://goo.gl/nqUq6. Guest speakers: Patrick Flynn of Patrick M. Flynn P.C. (employee side) and Joseph “Chip” Galagaza of Jackson Lewis (employer side).

• Reading for remainder of course: Z&B chapter 6

• Homework assignments: See handout — to be turned in, but not graded

Class 20, Thurs. Mar. 29

• Slides for today in PPT format and also in PDF format (with clickable links)

• Guidelines for the Preparation of Closing Opinions by the ABA Section of Business Law’s Committee on Legal Opinions.

• Common Draft provisions (working draft)

• Homework for Tuesday April 3: Z&B negotiation exercise 3F — see hard-copy handout. We will do a practice negotiation in class that day.

Class 19, Tues. Mar. 26

Slides for today’s class with questions that will be discussed in class (no need to hand in your answers.

Updated slides (PDF w/ clickable links)

Updated slides (PowerPoint)

• Homework for Thursday March 29: Read Z&B chapter 5, part D. ~~Homework questions to answer in writing to hand in will be posted later.~~ Updated 3/28: If you get a chance, also give a quick read to Guidelines for the Preparation of Closing Opinions by the ABA Section of Business Law’s Committee on Legal Opinions.

• Homework for Tuesday April 3: Z&B negotiation exercise 3F — see hard-copy handout. We will do a practice negotiation in class that day.

Class 18, Thurs. Mar. 22

• Slides for today’s class

• Homework for Tuesday March 27: Read Z&B chapter 5, part B. Homework questions to answer in writing to hand in will be posted later.

• Homework for Thursday March 29: Read Z&B chapter 5, part D. Homework questions to answer in writing to hand in will be posted later.

• Homework for Tuesday April 3: Z&B negotiation exercise 3F — see hard-copy handout. We will do a practice negotiation in class that day.

Class 17, Tues. Mar. 20

• We will go over the answers to the remaining questions for the consulting agreement; the questions are in the slides from the earlier class.

• As time permits, we will compare notes about the practice-negotiation exercise we did the week before spring break.

• Homework for Thursday March 22: Read Z&B chapter 5, part A, through the middle of p. 340. Answer in writing to hand in the “Things to Consider” questions on page 316. OPTIONAL: Also answer the experimental homework questions below; your answers may be turned in in writing.

• Homework for Tuesday March 27: Read Z&B chapter 5, part B. Homework questions to answer in writing to hand in will be posted later.

• Homework for Thursday March 29: Read Z&B chapter 5, part D. Homework questions to answer in writing to hand in will be posted later.

• Homework for Tuesday April 3: Z&B negotiation exercise 3F — see hard-copy handout. We will do a practice negotiation in class that day.

• No class Thursday April 12 (I will be out of town).

• Optional pre-final exam review on Friday, April 27, 10:30 a.m. to 11:45 a.m. (technically this will be a make-up day).

• Experimental homework question:

FACTS:
(a) Supplier and Manufacturer — both are Texas corporations doing business in Houston — previously entered into a written master purchase agreement. Under that agreement, Supplier fulfills any purchase orders that Manufacturer submits for electronic components (we’ll call them “widgets”), which Manufacturer incorporates into a line of products that it makes and sells.
(b) The master purchase agreement contains a warranty that each batch of widgets, as de-livered, will meet certain written specifications, which are attached as an exhibit to the agreement.
(c) On August 15, 20X2, Manufacturer discovers that a large batch of widgets delivered on July 1, 20X2 is defective. The widgets have already been incorporated into Manufacturer’s products; it costs Manufacturer several hundred thousand dollars to do the “re-work” for those products.
QUESTION: If the master purchase agreement is silent as to the limitation period, what is the deadline for Manufacturer to bring suit against Supplier for breach of warranty? Hint: Compare UCC § 2 725 with Tex. Civ. Prac. & Rem. Code §§ 16.004 and 16.051.
VARIATION: The master purchase agreement between Supplier and Manufacturer requires any lawsuit for breach to be brought within 12 months after the cause of action accrues. QUESTION: Does your answer change? Hint: See Tex. Civ. Prac. & Rem. Code § 16.070.
VARIATION: The master purchase agreement requires Manufacturer to give Supplier notice of any defect in a batch of widgets within 60 days after delivery, otherwise Manufacturer is deemed to have waived any claim of breach of warranty. QUESTION: Does your answer change? Hint: See Tex. Civ. Prac. & Rem. Code § 16.071.
VARIATION: Supplier is a service provider, not a widget maker, and the master purchase agreement is a master services agreement. QUESTION: Does your answer change?

Class 15, Tues. Mar. 6

• Slides

• NEW: Here’s the Polar-Complete Foods outline from class we did.

• Homework for Thursday March 8: Z&B “All Seasons” exercise (separate handouts for buyers and sellers)

Class 14, Thurs. Mar. 1

• Homework for Tuesday March 6: Look up answers for the remaining questions in the consulting agreement (Z&B pp. 114 et seq.); the questions are in the slides from last class.

• Homework for Thursday March 8: Z&B “All Seasons” exercise (separate handouts for buyers and sellers)

Class 13, Tues. Feb. 28

• Slides

• Homework for Thursday March 1: Z&B “Polar Co” exercise (handout)

• Homework for Thursday March 8: Z&B “All Seasons” exercise (separate handouts for buyers and sellers)

Class 12, Thurs. Feb. 23

• Slides

• Reading for Tuesday Feb. 28: Z&B chapter 3

~~• Homework for Tuesday Feb. 28: Questions to be posted by 5 pm Sunday night~~

• Homework for Thursday March 1: Z&B “Polar Co” exercise (handout)

• Homework for Thursday March 8: Z&B “All Seasons” exercise (separate handouts for buyers and sellers)

Class 11, Tues. Feb. 21

Slides

Class 10, Thurs. Feb. 16

• Slides for Class 10

• Reading for Thursday, Feb. 23: Z&B pp. 146-47 (section 9); Z&B pp. 244-48 (section 9); Z&B pp. 322 et seq. (Article III)

• Homework for Thursday, Feb. 23: None — we’ll have plenty else to do.

Class 9, Tues. Feb. 14

• Slides

• Reading for Thursday Feb. 16: Stark chapter 7 (defined terms)

• Homework for Thursday Feb. 16: Stark Exercises 7-1, 7-2, and 7-3 (ungraded, but please turn in at the beginning of class in hard copy)

• Reading for Tuesday Feb. 21: Stark chapter 9 (reps & warranties)

• Homework for Tuesday Feb. 21: Stark Exercise 9-1, Examples 1 through 7 (ungraded, but please turn in at the beginning of class in hard copy). On Thursday Feb. 22 we will do some of these exercises as in-class negotiations.

Class 8, Thurs. Feb. 9

• Dell Master Purchase Agreement questions for Thurs. Feb. 9

• Slides

• Reading assignment for Tuesday Feb. 14: Stark chapter 5

• Homework assignment Tuesday Feb. 14: Stark exercise 5-1 (bring to class in hard copy; ungraded)

Class 7, Tues. Feb. 7

• Slides for Contract Drafting Class 7 2012-02-07 (note the additional Z&B pages to read)

• Reading assignment for Thursday Feb. 9: Stark chapter 6; Z&B chapter 4 (we won’t come close to covering it all in class on Thursday, though).

• Homework assignment for Thursday Feb. 9: Stark exercise 6-1 (bring to class in hard copy; ungraded).

Class 6, Thurs. Feb. 2
Slides for Contract Drafting Class 6 2012-02-02
Homework assignment for Tuesday: Stark exercise 18-5.
I will post reading and questions for next Tuesday at or before 5 pm Friday Feb. 3.

Class 5, Tues. Jan. 31
Student version of slides for Contract Drafting Class 5 2012-01-31

Class 4, Thurs. Jan. 26
Readings & questions version 2012-01-24

Class 3, Tues. Jan. 24
Readings & questions version 2012-01-24
Slides – Contract Drafting Class 3 2012-01-24

Class 2, Thurs. Jan. 19
Slides for class 2 2012-01-19