This class approaches legal drafting as a holistic process that includes interviewing a client, negotiating a deal, knowing the relevant law, and mastering the principles of drafting so that an attorney can transform a deal into a document. More specifically, this course focuses on two parallel skills: (1) mastering the drafting principles common to all negotiated documents; and (2) learning how to draft various types of transactional documents, along with their subcomponents.

In terms of the first skill, the course begins at the macro level with organizational concepts and the importance of concision and precision, then focuses increasingly narrowly on the drafting skills related to syntax, grammar, key terminology, and layout.

In terms of the second skill, students will draft three major documents that cover a range of transactional drafting. One is a contract that will include provisions reflecting the main business deal, as well as more common “boilerplate” clauses. Another is contract amending the original contract. Finally, students will prepare a settlement agreement that includes mutual releases. Along the way, we will look at some additional common negotiated agreements such as promissory notes, confessed judgments, and LLC organizational documents.

Students gain experience negotiating the agreements they will prepare. We begin with an in-class role play in which an “attorney” interviews a “client” to obtain information about the pending business deal. From there, each student plays an attorney negotiating agreements on behalf of his or her client. In this way, students become better prepared to represent transactional clients in the real world.