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The Elements of Contract Drafting With Questions and Clauses for Consideration,9780314266040
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The Elements of Contract Drafting With Questions and Clauses for Consideration

by
Edition:
3rd
ISBN13:

9780314266040

ISBN10:
0314266046
Format:
Paperback
Pub. Date:
5/6/2011
Publisher(s):
West Academic
List Price: $65.00

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Summary

This book is a practical, brief, to-the-point text covering the fundamental working parts of a contract and how one should be prepared. It provides an overview of the issues and processes involved in drafting contracts and transactional documents. It enables students to analyze the basic structure of contracts and other deal documents and develop the macro and micro techniques used to efficiently create those documents with precision and clarity. It provides the principles necessary for an understanding of the common structures of transactional documents and their provisions that can then be applied to specific transactions. Beyond structural drafting, this book also covers some of the substantive laws that may affect contracts.

Table of Contents

Acknowledgementsp. V
Table of Casesp. xiii
Introductionp. 1
Fundamental Considerations in Contract Draftingp. 5
The Context: The Deal Timeline: Big or Little, Deals Follow a Patternp. 5
The Drafting Process-Step by Stepp. 7
The Goal: Practical, Precise Documentsp. 7
Shelby County State Bank v. Van Diest Supply Companyp. 9
Plain English; Clear & Conspicuous Draftingp. 18
American General Finance, Inc. v. Bassett (In Re Basset)p. 19
Questions & Clauses for Considerationp. 23
Attention to Detail; Pride in Your Work; Neatness Countsp. 24
Questions & Clauses for Considerationp. 24
Thinking Like a Transactional Lawyerp. 26
The Form of Transactional Documentsp. 29
General Outlinep. 29
Transactional Documents Memorialize a Dealp. 30
The Document's Title and Introductionp. 30
Preambles; Recitals; Transitioning Into the Agreementp. 31
Definitions and Defined Terms: A Powerful Technique to Enhance Meaning and Readabilityp. 32
Questions & Clauses for Considerationp. 35
Information Schedulesp. 36
Informational Documentsp. 36
Supplemental Documentsp. 36
Substantive Provisions as Exhibitsp. 37
The Table of Contentsp. 37
Cross-references and Paragraph Referencesp. 37
Headingsp. 37
Substantive Numbersp. 38
Exemplar Considerationsp. 39
Drafting Rulesp. 41
The Active Voice-Who does What to Whom, Whenp. 41
Hereinp. 41
And/Or-Ambiguity Alertp. 42
Shall, Will, Must and Mayp. 42
Doublets, Triplets, and Other Forms of Synonymous Repetitionp. 43
Omit Needless Wordsp. 45
Keep Related Words Togetherp. 46
Use Familiar and Concrete Words; Avoid Lawyerismsp. 47
Use Normal Word Order and Inversions for Emphasisp. 47
Hyphensp. 47
Parenthesesp. 48
Some Basic Rules of Grammar Relevant to Drafting Contractsp. 48
Misused and Abused Words and Expressionsp. 51
Quotation Marksp. 53
Spacing After Sentencesp. 53
Qstions & Clauses for Considerationp. 53
Document Review and Commentsp. 57
Comments and Mark-Ups Indicate Interest in Your Workp. 57
Different Considerations for Different Reviewersp. 57
Your Colleagues and Supervisorsp. 57
Client Reviewp. 59
Review by Opposing Counselp. 59
Control of the Document, Making Revisions, and Subsequent Draftsp. 61
Reviewing Documents-A Ten Point Checklistp. 62
A Cautionary Talep. 64
Deposit Extortion: A Poorly Drafted Contract Leads to a Lawsuitp. 64
Consideration and the Term of the Agreementp. 69
Considerationp. 69
Allocation of Considerationp. 70
Questions & Clauses for Considerationp. 71
Variable Considerationp. 72
Questions & Clauses for Considerationp. 73
The Term of the Agreementp. 74
Questions & Clauses for Considerationp. 75
Conditionsp. 77
Questions & Clauses for Considerationp. 80
Representations, Warranties, Covenants, Guaranties, Indemnitiesp. 83
General Rules for Representations, Warranties, and Covenantsp. 84
Representationsp. 84
Linden Partners v. Wilshire Linden Assocsp. 86
Warrantiesp. 96
CBS Inc. v. Ziff-Davis Publishing Co. et alp. 97
Notep. 103
Covenantsp. 103
The UCC Approachp. 104
General Rules and Techniques: Typical Representations & Warrantiesp. 104
Guaranties, Indemnities, and Releasesp. 106
Cautionary Proceduresp. 108
Questions & Clauses for Considerationp. 109
Events of Default and Remediesp. 115
Beal Bank v. Crystal Properties, Ltd., L.P. (In re Crystal Properties, ltd., L.P.)p. 117
Questions & Clauses for Considerationp. 130
The Original Great American Chocolate Chip Cookie Co., Inc. V. River Valley Cookies, Ltdp. 131
The Original Great American Chocolate Chip Cookie Co., Inc. V. River Valley Cookies, Ltdp. 139
Clause for Considerationp. 148
Questionsp. 151
The Import and Scope of Boilerplatep. 153
Questions & Clauses for Considerationp. 154
Arbitration and Other Alternative Dispute Resolution Provisionsp. 161
Signature Blocksp. 167
Introductory Language for Signaturesp. 167
Traditional Signature Blocksp. 167
E-Signatures and Related Mattersp. 170
The E-Signature Actp. 170
The Uniform Electronic Transactions Actp. 171
Amending and Restating Agreementsp. 173
Questions & Clauses for Considerationp. 174
Covenants and Agreements Not to Competep. 181
Questions & Clauses for Considerationp. 182
Letters of Intentp. 185
Why Use a Letter of Intent?p. 185
The Risks of Using a Letter of Intentp. 186
Enforceability and Drafting Points for Letters of Intentp. 186
Beekman Invest. Partners, L.P. v. Alene Candles, Inc.p. 187
Questions & Clauses for Considerationp. 195
Opinions of Counselp. 201
Dean Foods Company v. Arthur J. Pappathanasip. 203
Bibliographyp. 231
Appendices
Secured Promissory Notep. 237
Asset Purchase and Sale Agreementp. 241
Real Property Leasep. 267
Settlement Agreementp. 279
Software License Agreementp. 285
Table of Contents provided by Ingram. All Rights Reserved.


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