Course Description
The fundamentals of contract drafting applied to the context of fast growth technology startups and other new business ventures. Students will be introduced to multiple concepts, including interviewing clients, avoiding ambiguity, considering legal consequences, understanding core contract concepts, and reviewing and revising based on negotiations. This course will require students to produce successive drafts of documents that incorporate feedback from the professor.
Additional Requirements for Graduate Students:
Graduate law students will not be doing any extra work beyond
that required of the Juris Doctor students. J.D. students are
post-baccalaureate students and the workload expected of them is
the same workload expected of post-baccalaureate graduate
students. The fact that JURI courses are numbered 4000- or 5000-
level courses is pure happenstance and, in fact, this label is
misleading. Law students are professional students, not
undergraduate students. Graduate law students are primarily
international lawyers seeking expertise in our legal system.
This expertise is gained through exposure to Juris Doctor
courses. Similarly, graduate students in other disciplines are
seeking expertise in the legal system and this expertise is
gained through exposure to Juris Doctor courses.
Athena Title
Contract Draft Startups Ventur
Equivalent Courses
Not open to students with credit in JURI 5456E or JURI 7456E
Grading System
A - F (Traditional)
Course Objectives
1. Be able to identify the various parts of a contract and the basic contract concepts in the body of a contract. Have a firm understanding of the role and purpose of various parts and concepts, as evidenced by an ability to identify them in class discussion and appropriately draft them in graded contract drafting assignments. 2. Be able to translate the goals of a startup or new venture client, expressed in layman’s terms, into legally enforceable contract provisions, drafted logically, with clarity, without ambiguity, and in a way that will avoid unintended negative consequences for the client. 3. Have gained exposure to and a base-level understanding of the purpose and substance of particular contracts often used in the start up and new venture setting. 4. Be able to evaluate the quality of “form” contracts and to tailor form provisions to a particular transaction.
Topical Outline
1. Contract concepts (e.g., representations and warranties, conditions, covenants and rights, discretionary authority, and declarations) 2. Parts of a contract (e.g., preamble, recitals, definitions, body, and boilerplate provisions) 3. Client communication 4. Drafting from forms 5. Special issues in the startup and new venture context Specific contracts used will vary by semester, but may include: Purchase agreements, letters of intent, independent contractor agreements, founder agreements, terms of service, operating agreements, shareholder agreements, financing agreements.