2021 TransactionalDraftingIntroducti
- (Fernandez, 2021) ⇒ Ben Fernandez. (2021). “Transactional Drafting: Introduction to Contract Drafting and Transactional Practice.” In: Available at SSRN. ISBN13:9798453368501
Subject Headings: Contract Drafting.
Notes
- The book provides a comprehensive overview of the contract drafting principles, emphasizing writing clarity, plain English writing, and the avoidance of legal jargon.
- The book outlines specific contract drafting guidelines for using legal terminology consistently, illustrating how to employ shall clauses, will clauses, may clauses, and contract prohibitions effectively.
- The book guides legal professionals through the contract organization and contract structure, from the contract title and contract introductions to the central deal provisions, boilerplate clauses, and concluding signature blocks.
- The book addresses how to draft contracts from scratch as well as how to revise contract templates, tailoring them for specific legal transactions and refining them when representing the opposing party.
- The book includes practical contract planning strategies for brainstorming contract contingencies, ensuring that the final legal document accounts for possible business developments and circumstance changes.
- The book covers advanced transactional legal skills, including contract negotiation tactics, ethical considerations in contract drafting, and the transaction closing process.
- The book incorporates modern legal tools and drafting techniques, such as using legal document assembly and online legal resources, to improve drafting efficiency and legal accuracy in contract drafting.
Cited By
Quotes
Abstract
Transactional Drafting: Introduction to Contract Drafting and Transactional Practice contains a condensed presentation of all of the topics typically covered in an upper-level law school class on contract drafting. The book covers drafting from scratch including writing in plain English (not using legalese), avoiding ambiguity, and drafting covenants, rights and prohibitions consistently (using "will" or "shall" for covenants, "may" for rights, and "will not" or "shall not" for prohibitions). And it covers contract organization, from the title and the exordium to the core covenant, deal provisions and "boilerplate," to the testimonium and the signature blocks. The book also includes material on getting up to speed before you start drafting and brainstorming for contingencies after you have finished. In addition to drafting from scratch the book introduces students to the wide range of skills involved in transactional practice. There are chapters on revising form documents, both when you are the original drafter and when you represent the other side. Also, the book includes chapters on negotiating contract language, handling a closing (i.e., verifying authority and getting the documents signed), dealing with ethical issues that arise in contract drafting and execution, drafting a contract amendment, and using computers to draft contracts. Transactional Drafting includes everything students need to know to “hit the ground running” as a transactional attorney.
Table of Contents
1. Getting up to Speed (Preparing to Draft) 2. Drafting Obligations, Rights, Prohibitions and Descriptive Statements 3. Avoiding Potentially Ambiguous Words and Phrases 4. Organizing a Contract's Beginning Sections 5. Drafting the Core Obligations and Organizing Deal Provisions 6. Organizing a Contract's Ending Sections 7. Brainstorming for Future Contingencies 8. Drafting with Precedent Documents 9. Tailoring Precedent Documents for a Deal 10. Revising the Other Side's Completed Documents 11. Negotiating Contract Provisions 12. Ethical Issues in Contract Drafting 13. Getting the Contract Signed (Closing the Deal) 14. Drafting With Document Assembly Programs and Closing with On Line Resources 15. Drafting a Contract Amendment Appendix Flowchart for Drafting Contract Provisions Contract Drafting Checklist Drafting Exercises Transcript of Client Intake for Laptop Purchase Agreement Memorandum for Residential Lease Agreement Memorandum for Sale of Assets Agreement Transcript of Client Intake for Consulting Services Agreement Introduction to Commercial Real Estate Loan Documents Sample Commercial Real Estate Loan Documents Promissory Note Guaranty Mortgage Assignment of Rents and Leases Construction Loan Agreement Revised Construction Loan Agreement (Tailored for a Deal) Revised Construction Loan Agreement (Revised for the Other Side) About The Author
If a client tells you he wants to hire you to draft an agreement, or a senior partner tells you they have a client who wants the firm to draft an agreement, the first thing you need to do is find out what type of agreement you will be drafting. Don't just put the time and date of that initial meeting in your calendar and then show up unprepared. You need to get up to speed before you do anything and, to do that, you need to know what type of agreement you will be drafting. Is the client a bank that wants to retain the firm to close a commercial loan? Or is the client a wealthy young person who wants you to draft an antenuptual agreement before their upcoming marriage. You can't prepare if you have no idea what type of contract you will be drafting, so step one is to find out as much as you can before that initial client meeting takes place. Don't try to conduct a client intake for a business agreement on the fly. You need to set up a meeting, in person, Electronic copy available at: https://ssrn.com/abstract=4294001 over the phone or on line, and then you need to use the time before the meeting to get ready.
References
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| Author | volume | Date Value | title | type | journal | titleUrl | doi | note | year | |
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 TransactionalDraftingIntroducti | Ben Fernandez | Transactional Drafting: Introduction to Contract Drafting and Transactional Practice | 2021 |