Elements of Contract Drafting with Questions and Clauses for Consideration

ISBN-10: 0314266046
ISBN-13: 9780314266040
Edition: 3rd 2011 (Revised)
Authors: George W. Kuney
List price: $65.00
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Description: 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.  More...

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Book details

List price: $65.00
Edition: 3rd
Copyright year: 2011
Publisher: West Academic
Publication date: 5/5/2011
Binding: Paperback
Pages: 320
Size: 7.25" wide x 10.00" long x 0.50" tall
Weight: 1.254
Language: English

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.

Acknowledgements
Table of Cases
Introduction
Fundamental Considerations in Contract Drafting
The Context: The Deal Timeline: Big or Little, Deals Follow a Pattern
The Drafting Process-Step by Step
The Goal: Practical, Precise Documents
Shelby County State Bank v. Van Diest Supply Company
Plain English; Clear & Conspicuous Drafting
American General Finance, Inc. v. Bassett (In Re Basset)
Questions & Clauses for Consideration
Attention to Detail; Pride in Your Work; Neatness Counts
Questions & Clauses for Consideration
Thinking Like a Transactional Lawyer
The Form of Transactional Documents
General Outline
Transactional Documents Memorialize a Deal
The Document's Title and Introduction
Preambles; Recitals; Transitioning Into the Agreement
Definitions and Defined Terms: A Powerful Technique to Enhance Meaning and Readability
Questions & Clauses for Consideration
Information Schedules
Informational Documents
Supplemental Documents
Substantive Provisions as Exhibits
The Table of Contents
Cross-references and Paragraph References
Headings
Substantive Numbers
Exemplar Considerations
Drafting Rules
The Active Voice-Who does What to Whom, When
Herein
And/Or-Ambiguity Alert
Shall, Will, Must and May
Doublets, Triplets, and Other Forms of Synonymous Repetition
Omit Needless Words
Keep Related Words Together
Use Familiar and Concrete Words; Avoid Lawyerisms
Use Normal Word Order and Inversions for Emphasis
Hyphens
Parentheses
Some Basic Rules of Grammar Relevant to Drafting Contracts
Misused and Abused Words and Expressions
Quotation Marks
Spacing After Sentences
Qstions & Clauses for Consideration
Document Review and Comments
Comments and Mark-Ups Indicate Interest in Your Work
Different Considerations for Different Reviewers
Your Colleagues and Supervisors
Client Review
Review by Opposing Counsel
Control of the Document, Making Revisions, and Subsequent Drafts
Reviewing Documents-A Ten Point Checklist
A Cautionary Tale
Deposit Extortion: A Poorly Drafted Contract Leads to a Lawsuit
Consideration and the Term of the Agreement
Consideration
Allocation of Consideration
Questions & Clauses for Consideration
Variable Consideration
Questions & Clauses for Consideration
The Term of the Agreement
Questions & Clauses for Consideration
Conditions
Questions & Clauses for Consideration
Representations, Warranties, Covenants, Guaranties, Indemnities
General Rules for Representations, Warranties, and Covenants
Representations
Linden Partners v. Wilshire Linden Assocs
Warranties
CBS Inc. v. Ziff-Davis Publishing Co. et al
Note
Covenants
The UCC Approach
General Rules and Techniques: Typical Representations & Warranties
Guaranties, Indemnities, and Releases
Cautionary Procedures
Questions & Clauses for Consideration
Events of Default and Remedies
Beal Bank v. Crystal Properties, Ltd., L.P. (In re Crystal Properties, ltd., L.P.)
Questions & Clauses for Consideration
The Original Great American Chocolate Chip Cookie Co., Inc. V. River Valley Cookies, Ltd
The Original Great American Chocolate Chip Cookie Co., Inc. V. River Valley Cookies, Ltd
Clause for Consideration
Questions
The Import and Scope of Boilerplate
Questions & Clauses for Consideration
Arbitration and Other Alternative Dispute Resolution Provisions
Signature Blocks
Introductory Language for Signatures
Traditional Signature Blocks
E-Signatures and Related Matters
The E-Signature Act
The Uniform Electronic Transactions Act
Amending and Restating Agreements
Questions & Clauses for Consideration
Covenants and Agreements Not to Compete
Questions & Clauses for Consideration
Letters of Intent
Why Use a Letter of Intent?
The Risks of Using a Letter of Intent
Enforceability and Drafting Points for Letters of Intent
Beekman Invest. Partners, L.P. v. Alene Candles, Inc.
Questions & Clauses for Consideration
Opinions of Counsel
Dean Foods Company v. Arthur J. Pappathanasi
Bibliography
Appendices
Secured Promissory Note
Asset Purchase and Sale Agreement
Real Property Lease
Settlement Agreement
Software License Agreement

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