- Series: Aspen Coursebook
- Paperback: 448 pages
- Publisher: Aspen Publishers (November 30, 2010)
- Language: English
- ISBN-10: 0735589259
- ISBN-13: 978-0735589254
- Product Dimensions: 7.2 x 1.8 x 10.2 inches
- Shipping Weight: 1.8 pounds (View shipping rates and policies)
- Average Customer Review: 4.6 out of 5 stars See all reviews (3 customer reviews)
- Amazon Best Sellers Rank: #1,237,131 in Books (See Top 100 in Books)
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Basic Contract Drafting Assignments: A Narrative Approach (Aspen Coursebook)
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Top Customer Reviews
While the book itself omits any mention of instructor's materials, I learned about their existence from the publisher's website. The publisher graciously provided a link and a password after I'd emailed them from my university account. These materials are quite generous, ranging from confidential instructions to the parties for negotiation exercises, to various types of error-spotting exercises, general contract drafting skill exams, and a clever "imagine-a-deal" exercise that I think would be popular in my classroom.
However, a few aspects of the book aren't instructor-friendly. There isn't any index. There's an introduction for students, but none for instructors. And neither the book nor the online teacher's materials provide any guidance on how the various "sequences" of scenarios and exercises are to be used: seriatim, in the alternative, or some other way. This lack of guidance is especially disconcerting because there's a lot of highly obvious repetition in the material, from one "sequence" to the next. E.g., a paragraph that begins "3. The naked drafter rules the world. No, I am not advocating that you draft in the nude. ..." appears both @161 and @ 353. In fact, the surrounding two pages are virtually exactly the same, except that some substitutions have been made for the names or roles of the parties. I think students would be put off by reading such cute stuff more than once, but the book doesn't tell an instructor how to avoid this. Many other features of the book are also repeated from one scenario to the next, including checklists that could have been relegated to an Appendix.
Substantively, I had some issues too, though maybe a couple of these reflect regional differences between the US Midwest, where SP practiced, and the West Coast, where I spent the lion's share of my career to date.
@ The book includes some sample memoranda from associates that are far too wordy; they wouldn't be suitable role models in any of the contexts in which I've practiced. In fact, they're the kinds of memos I wrote as a 1st-year associate -- and caught heck for. (At one of the Silicon Valley-based global manufacturers where I later worked, senior executives, including the General Counsel, went so far as to demand memos of no longer than 1 page.)
@ Some of the scenarios include "transcripts" of meetings with clients, presented as background documents -- but I've never encountered such a luxury (or constraint) during my practice. It might be better to present these conversations simply as dramatic dialogues, instead of leading students to expect that transcripts are a norm.
@ The discussions of Non-Dislcosure Agreements refer to the "term" of the NDA, without making it clear that there are at least two different time frames to be negotiated in any NDA, which students need to learn to distinguish well. Many tactical issues relating to the use of NDAs go unmentioned -- e.g., the book takes it for granted that an NDA will be mutual. (Again, my expectations are set by Silicon Valley practice, e.g. tech development.)
@ The book encourages, in more than one scenario, the use of a term sheet PLUS a non-binding, executed letter of intent. Personally, I think it's a better practice to stick with just an unsigned term sheet if the parties won't need to perform any obligations prior to execution of a definitive agreement, and to use an executed LOI only when one or more parties need to be bound in the interim (e.g. no-shop or due diligence obligations during certain M&A negotiations). I spend close to 2 hours in my course giving students practice in distinguishing between when to use term sheets and LOIs.
@ A few exercises mention a "negotiation prep sheet," where the client's position is to be filled in upon further instructions from the instructor, but the book does not seem to teach about BATNAs.
@ The book has a bias toward "Plain English" drafting, which not all practitioners will share -- even those who believe that contracts should be intelligible to non-lawyer clients. Cf. the more intermediate position of "standard English" advocated by Kenneth Adams in his Manual of Style for Contract Drafting 2nd (ABA 2008). Also, the book anticipates that even if two sides to a deal start out with different styles, they will be able to converge on Plain English. It ignores the reality that sometimes one has to tolerate a bit of legalese because of power differentials, e.g., where the lawyer who wrote it represents your client's humongous customer, or else simply to save the other side's face.
I've subtracted one star in the aggregate for the unclear structure and for these substantive issues. I hope that most of these matters will be remedied or clarified in a future edition.