UDC-Universal Dev., LP v. CH2M Hill - Sturm …



Contracts Drafting and Negotiation Seminar – Fall 2012Contact Information: John RitsickCell phone – 720.261.1420Class Email Address: jrcontractsclass@Office Hours:Tuesdays and Thursdays, 7pm-7:30pm and by appointmentTexts:Required:Drafting Contracts, Tina L. Stark(associated website: ) Getting to Yes, Roger Fisher and William UryRecommended: A Manual of Style for Contract Drafting, Kenneth A. Adams (2d. Ed.)Grades: Grades will be a combination of class participation, completion of Exercises, quality of Exercises and a final project (which may be in the form of an in-class exercise or final). Absences will result in lost points for participation. Consistent and substantive participation in class may result in the award of extra points. I will follow the School’s mandated curve for final grades.Exercises: Except as noted, references below to Exercises refer to the exercises in Stark’s Drafting Contracts. Students will deliver completed Exercises in Word (or Word-compatible format) to the class email address at least one hour in advance of the start of the assigned class. Many of the longer exercises that would require greater amounts of typing are available for copying at: . Students will label exercises and use redlining in accordance with procedures explained in class.Days marked “None” or “In-class” for the Exercises entry means that there is no obligation to submit any exercise prior to the class.I reserve the right to adjust the syllabus as the semester progresses.Class No.Reading AssignmentExercisesIntroduction- Stark, pp. 3-10- Frigaliment Importing Co. v. B.N.S. Int’l Sales Corp. () - Recommended: Adams, xxv-xxxiNoneTranslating Business Terms Into Contract Language:- Stark, pp. 11-34NoneIn-class exerciseParts of a Contract- Stark, pp. 37-48Ex. 5-1, 5-2Ambiguity/Contract Interpretation- Stark, pp. 235-261- Travelers Ins. v. Saint-Gobain Tech. Fabrics Canada () (focus on the warranty claim, skim the procedural stuff) - Recommended: Adams, Chpt. 10 and 11Ex. 21-4, 21-6, 21-7Legalese and Ease of Reading- Stark, pp. 201-226- Recommended: Adams, Chpt. 1618-1 through 18-7Clear Drafting – Format, Sentence Structure and Numbers- Stark, pp. 227-234, 263-274Ex. 19-1, 19-2, 20-1, 20-2, 20-3, 20-6, 22Introductory Provisions and Definitions- Stark, pp. 49-93- Milne v. Milne Const. Co. ()- Recommended: Chpt. 5Ex. 6-1, 6-3, 7-7Action Sections- Stark, pp. 95-107Ex. 8-2, 8-3Understanding the Deal- Stark, pp. 303-318- Assignment of deal memoEx. 25-1, 25-2, 25-3Getting to Yes Part 1- Fisher & Ury, 3-80(- Position handouts provided in class)TBDNon-Disclosure & Confidentiality- Gognat v. Ellsworth, Colo., 09SC963 (2011)- NDA exercise materials (assigned)In class: negotiation and drafting exerciseRepresentations, Warranties, Covenants and Rights- Stark, pp. 113-132- (try to read through some of the related threads, as well)- Uniform Commercial Code Art. 2, Sec. 313Ex. 9-1, 9-2Covenants, Rights and Conditions- Stark, pp. 125-145- Recommended: Adams, pp. 31-65Ex. 11-1, 11-2, 11-3, 12-1- Deal memo first draft dueDiscretion and Obligationpp. 147-156Ex. 14-1, 14-2Complex Provisions – Indemnification- Stark, pp. 293-299- UDC-Universal Dev., LP v. CH2M Hill ()- Article Indemnification provisions (assigned)In-class: negotiation and drafting exerciseMemo ReviewMemo reviewMemo ReviewMemo reviewGetting to Yes Part 2- Fisher & Ury, pp. 97-148TBD“Endgame” ProvisionsStark, pp. 157-163Termination Contract exercise (assigned)In-class negotiation and drafting exerciseBoilerplateStark, pp. 167-18516-4, 16-5, 16-10SignaturesStark, pp. 187-196 E-Sign () (skim)- UETA () (only briefly skim the commentary) (skim)- Memo to be assignedAmendments, Consent & Waiver- Stark, pp. 361-374- Position handoutsIn-class exerciseMiscellaneous Considerations- Stark, pp. 275-288Ex. 23-1, 23-2Negotiation ExercisePosition handoutsIn-class exerciseThe Drafting Process- Stark, pp. 321-344Ex. 27-1, 27-3Reviewing a Contract- Stark, pp. 345-358Ex. 28-1Purchase Agreements- Review position handouts- Review materials for Ex. 31-1 and 31-2 per handoutsEx. 31-1 and 31-2 per handoutsReservedReservedEthical Considerations- Stark, pp. 377-407Ex. 30-1 through 30-5(be sure to refer to the Appendix)Conclusion/Final ................
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