Contract Drafting (Workshop)
- Departamento: Departamento de Lengua y Derecho
FEATURES
Format: This course will be delivered online.
First session: September 6th
Duration: 2 months.
Course load: 30 teaching hours.
Maximum number of students: 25 (since this is a workshop, we cannot accommodate larger groups).
Structure: This workshop consists of 10 sessions of 3 hours (including two 5/7-minute breaks). Each session will be divided into three parts of 55 minutes each, interspersing class with groupwork.
MAIN COURSE OBJECTIVE
To learn and improve the student’s technique and style for drafting a contract in English, sharing experiences with fellow students through joint exercises and group work.
SPECIFIC COURSE OBJECTIVES
• To learn legal drafting technique and style for drafting a commercial contracts in English.
• To achieve clearer and more effective clauses by sharing tips and tricks of the trade.
• To study the main aspects of certain specific commercial contracts and analyze their special clauses.
• To practice writing in class and at home.
• To discuss and analyze as a group the homework done by the students in a critical, constructive and enriching debate.
• To study and apply international conventions on contract drafting and proofreading.
• To learn about the doctrines and criteria of contract interpretation in common law jurisdictions.
• To learn about and analyze cases from certain common law jurisdictions (USA and England) that illustrate the concepts discussed in each class.
CLASS
In class, the instructor will explain drafting techniques, applicable law, and conventions in English contracts under common law jurisdictions. Cases will be analyzed, as well as the relevant differences between civil law (Latin America) and common law (US, UK) jurisdictions.
WORKSHOP
In the workshop, specific contracts and clauses will be analyzed and drafting exercises will be done in class (in groups and individually). In each workshop, one or more students will present their written work, which will be discussed and corrected constructively. Group discussions will also take place in this workshop space. In each session a writing assignment will be given for the following week.
TARGET AUDIENCE
The course is aimed at all those who wish to understand the structure of a commercial contract in English, with particular emphasis on its drafting and the analysis of certain clauses. This audience includes, among others, lawyers and analysts, members of company departments that deal with contracts, such as contract management, supply chain, compliance, etc. This course can also be extremely useful for certified translators specializing in legal documents and particularly in commercial contracts.
METHODOLOGY
All sessions will be taught in English. An upper intermediate level of English is required for students to follow the instructor. A different aspect of the contract or a different contract will be analyzed in each session, always related to the topic discussed in class. Students will work in groups. One or more students will explain their work to the group.
FINAL SUBMISSION
At the end of the course a final paper will be submitted and graded from 1 to 10. To obtain the certificate of approval of the course the student must obtain a mark equal or higher than 6.
ATTENDANCE REQUIREMENT
A minimum attendance of 75% is required.
SYLLABUS
Session 1
Analysis of the structure of a contract in English. How to review a contract. Workshop: The challenge of drafting representations and warranties correctly. Task: Draft a set of representations and warranties.
Session 2
Analysis of an international sale of goods contract. Analysis of an international distribution contract. Workshop: Analysis and drafting of special clauses in distribution. Exclusivity and limitations. Task: Draft an exclusion clause of the CISG or draft an exclusivity clause in a distribution agreement.
Session 3
Analysis of a share purchase contract. Limitations to the transfer of shares. “Agreements to agree”, MOUs, LOIs, Side Letters and other ancillary documents. Workshop: Analysis and drafting of a shareholders’ agreement. Special clauses and options. Joint drafting of a change of control and options clause (put, call, piggybacking, tag along, drag along). Task: Draft a change of control clause.
Session 4
Corporate Finance: Analysis of a loan agreement. Types of loans. Special clauses. Workshop: Review of a rmative and negative covenants. Task: Draft a cross-default clause with cross acceleration.
Session 5
Analysis of a professional services contract. Workshop: Limitation of liability clauses. “Indemnify, defend and hold harmless”, “knock for knock” and “liquidated damages not as a penalty”. Task: Draft a “knock for knock” clause or a “hold harmless” clause.
Session 6
Analysis of an employment contract. Workshop: Special clauses: Non-discrimination, duty to inform, non – disparagement, non-compete, non-solicitation, no-poach. Severance pay. Special executive dismissal clauses: golden handshake, golden parachute. Task: Draft a non-disparagement clause.
Session 7
Analysis of a construction contract and its different types. Workshop: Analysis of price clauses in a construction contract. Special clauses. Limitation of liability in construction. Task: Draft a flow-down or pass-through clause.
Session 8
Analysis of a contract of sale of a real estate property in the United States. Analysis of the sale of a property in the United Kingdom. Concepts of “fee simple”, “freehold” and “leasehold”. Workshop: Contingency clauses in a real estate purchase. Task: Draft an “inspection contingency”, an “appraisal contingency” or a “financing contingency” clause.
Session 9
Analysis of a license contract. Workshop: Guarantees granted by licensor. Limitations to the use of the license (“use restrictions”). License infringements. Task: Draft an IP protection clause.
Session 10
Technology and fintech contracts. Smart contracts. Crypto. NFTs. The regulation problem in the US and England. The challenge of artificial intelligence and contracts used in the tech industry. Workshop: Analysis of an NFT license agreement. Risk clauses. What are they and how to draft them. Glossary of terms. Task: Write a risk assumption clause for a technology agreement.
SCHEDULE
Date and time: Wednesdays from 6 p.m. to 9 p.m., Buenos Aires time (GMT -3).
First session: Wednesday May 3, 2023.
Last session: Wednesday July 5, 2023.
Final papers submission: Thursday July 6, 2023.
Final marks publication: Monday July 10, 2023.