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Skills & Values: Contracts

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Second Edition (2015)
ISBN: 9781630447793
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The Skills & Values Series is an innovative hybrid series of subject-specific, practice-oriented books and online materials supported by Web Courses (powered by Blackboard 9.1). The series is designed as a tool for professors to teach practical and analytical skills that can help students serve future clients competently, skillfully, and in an ethical manner.

Skills & Values: Contracts allows students to experience the connection between theory, doctrine, and practice in Contracts law. The exercises provide an opportunity for studying Contract concepts from the perspective of a practicing attorney who must not only know the law, but also employ lawyering skills and values - such as legal strategy, factual development, advocacy, counseling, drafting, problem solving, and ethical principles - in zealously representing a client.

Each chapter in Skills & Values: Contracts addresses a specific topic covered in most Contracts law school courses. The chapters begin with an introduction to help bridge the gap between the actual practice of law and the doctrine and theory studied in class. Students will then have the opportunity to engage in active, ‘hands on” learning by working through a stand-alone exercise that simulates a real-life legal dilemma. The exercises are as authentic as possible, incorporating real-world situations and materials. The self-assessment tools suggest ways that a practicing attorney might have approached each exercise. It is not meant to provide “the answer,” but to identify issues and strategies students should have considered in order to effectively represent a client.

The companion Web Course also contains:

• forms to assist students to complete some of the exercises

• links to key materials

• multiple choice quiz questions

• supplemental materials designed to increase students’ understanding of both doctrine and practice.

The text in the book will prompt readers to access the online Web Course materials when the materials are relevant to an exercise.

Professors and adjunct professors may request complimentary examination copies of LexisNexis law school publications to consider for class adoption or recommendation. Please identify the book(s) you wish to receive, provide your institutional contact information, and submit your request here.

Table of Contents

Chapter 1: INTRODUCTION TO TRANSACTIONAL WORK AND DRAFTING


EXERCISE A

Task One : Give an opinion on whether you have a personal conflict of interest

Task Two: Give your opinion about whether a lawyer, when setting a fee, has a personal conflict with the interests of her client

Task Three: Write your views about how a national politician's personal interests and the obligation assumed could conflict

Task Four: Draft a rule to govern and resolve a simple, recurring conflict of interest problem

Task Five: Write your opinion on where and how interests conflict in a medical setting

Task Six: Determine how the obligations of a member of the boards of two competing corporations might come into conflict


Chapter 2: INTRODUCTION TO CHOICE OF LAW AND THE SCOPE OF THE UCC


EXERCISE B

Task One: Consider facts and apply the pertinent rules to see whether the problem is subject to Article 2 of the UCC

Task Two: Perform a simple Lexis search to confirm or refute your tentative conclusions


Chapter 3: PREVENTING CONTRACT FORMATION IN THE LAWYER-CLIENT CONTEXT


EXERCISE C

Task One: Draft part of a legal malpractice complaint that alleges a contractual relationship between a client and lawyer

Task Two: Write a short “non-engagement” letter to a prospective client that clearly shows that a lawyer-client relationship has not been established

Task Three: Take a short review quiz


Chapter 4: NEGOTIATION AND SETTLEMENT: CONTRACT LAW AND ETHICS CONSIDERATIONS IN PERSONAL INJURY NEGOTIATION


EXERCISE D

Task One: Prepare talking points for a telephone call to an opposing attorney that seeks to negotiate the amount of the opponent's demand while keeping that offer open

Task Two: Write a short memo to the file memorializing your research and conclusions concerning misrepresentation in settlement negotiations


Chapter 5: DRAFTING A CONTRACT FROM A FORM


EXERCISE E

Task One: List the items you think must be addressed in a contract your client has asked you to draft in order to sell a computer

Task Two: Review a sales contract form on Lexis and then create a list of questions for the client that will help you draft the contract

Task Three: Draft the sales contract by using the form and information supplied by your client


Chapter 6: PERFORMANCE AND BREACH I: HELPING A CLIENT WITH A TROUBLED CONTRACT


EXERCISE F

Task One: Review a client's sales contract and then interview the client to find the missing information needed to properly represent her

Task Two: Interview a representative of the seller to discover his side of the story

Task Three: Diagnose the client's legal problem and the steps that might be taken to resolve it

Task Four: Review applicable UCC provisions, apply them to the facts, and prepare a memo with conclusions about who will breach the contract if the situation continues on its current course

Task Five: Develop terms that parties might be willing to agree to that could move the contract from impasse to resolution

Task Six: Take a short review quiz on this material


Chapter 7: PERFORMANCE AND BREACH II: RESOLVING A
CONTRACT IMPASSE



EXERCISE G

Task One: List the steps you need to take to help resolve your client's problem

Task Two: Find the “triggers” in a proposed escrow agreement and write out the worst-case scenario for the client, should she agree to the escrow agreement

Task Three: Review a different escrow agreement, locate the triggers, and write out the worst case scenario for the seller/defendant should it enter the escrow agreement

Task Four: Revise the triggers in the proposed escrow agreement to protect both parties and allow the contract to move forward


Chapter 8: NO-COMPETE CONTRACTS AND THE ETHICS OF
DRAFTING



EXERCISE H

Task One: Develop questions for the client that will elicit the necessary facts to allow you to draft a legal no-compete provision in an employment contract

Task Two: Determine the essential facts that would support an ethics complaint against you, if you were to follow your client's demands

Task Three: List the facts you need to know and possible approaches to dealing with your client who may be asking you to violate the rules governing your professional ethics

Task Four: Analyze the ethics issues when a lawyer is asked to review a client's form contract that contains clearly unenforceable provisions


Chapter 9: CONTROLLING RISK IN PURCHASES AND ACQUISITIONS I: REAL ESTATE PURCHASE


EXERCISE I

Task One: Review a case and apply it to a question of potential misrepresentation by a seller

Task Two: Draft an option to purchase real estate

Task Three: Consider why sellers of residential real estate might be reluctant to grant prospective buyers an option to buy real estate in lieu of an outright sale of the property

Task Four: List the issues that might be addressed in an inspection contingency clause in a real estate purchase agreement

Task Five: Either read of the efforts of one real estate broker to avoid inspection clauses or listen to an interview of another real estate broker about her experiences with these clauses


Chapter 10: CONTROLLING RISK IN PURCHASES AND ACQUISITIONS II: LAWYER DUE DILIGENCE


EXERCISE J

Task One: Read parts of a commercial real estate lease, compile a list of the issues potentially raise, and consider how to resolve them


Chapter 11: DETERMINING CONTRACT TERMS WITH UCC § 2-207 . 93


EXERCISE K

Task One: Understand the client's objectives and the legal issues raised by documents in the client's file

Task Two: Review UCC § 2-207 against the file documents and develop a list of issues raised by the facts

Task Three: Consider the issues under the common law

Task Four: Develop a list of facts needed to prove consequential

Task Five: Take an on-line quiz and then review a case on Lexis Advance that raises very similar issues


Chapter 12: INTER-CLIENT CONFLICTS OF INTEREST


EXERCISE L: Part 1

Task One: After reviewing the applicable Model Rules of Professional conduct, determine how representation of a corporation and individual CEO could conflict on matters of the CEO's employment

EXERCISE L: Part 2

Task Two: List how representation of the Corporation and CEO can conflict in a sale of real estate by the CEO to the Corporation

Task Three: Decide if joint representation of the Corporation and CEO in the real estate sale is permissible

Task Four: Create a list of points that should be covered in creating an Informed Consent by both parties in the above sale


Chapter 13: HELPING A CLIENT COPE WITH INSECURITY ABOUT CONTRACT PERFORMANCE


EXERCISE M

Task One: Draft a form letter for the seller-client that will reduce the odds that late payments will be construed as a “course of performance” under the UCC

Task Two: Draft a contract provision designed to reduce the odds that accepting late payments will be construed as acquiescing in a course of performance

Task Three: Draft talking points for a discussion with a senior partner about how to successfully use UCC § 2-609

Task Four: Draft a provision for future sales contracts that will improve the prospects of using UCC § 2-609 successfully in late payment situations


Chapter 14: ANALYZING AND INTERPRETING A PRENUPTIAL AGREEMENT


EXERCISE N

Task One: After reading a prenuptial contract, list and prioritize the parts of the contract that will be relevant to resolving the controversy between the parties

Task Two: List important evidence not in the agreement that may be relevant to resolving the dispute between the parties

Task Three: Review the Uniform Premarital Agreement Act to determine if it will be an obstacle to enforcing the parties' prenuptial agreement

Task Four: Consider arguments the parties will make based on specific provisions of their agreement

Task Five: Consider the Parol Evidence Rule's application to the prenuptial agreement


Chapter 15: DRAFTING A PUBLIC HOUSING EVICTION COMPLAINT BASED ON BREACH OF A LEASE


EXERCISE O

Task One: Review a complex file that includes a public housing residential lease then list the problems the client is having with the tenant that may breach the lease

Task Two: Reexamine the lease carefully to determine which paragraphs are relevant to the problems caused by the tenant and why

Task Three: Draft an eviction complaint that will begin a proceeding to evict the tenants in a way that complies with the rules in the lease


Chapter 16: READING A LEASE CONTRACT AND DRAFTING AN ARBITRATION MEMORANDUM


EXERCISE P

Task One: Review a complex file of documents including a public housing residential lease and write a statement of facts (an Arbitration Memorandum under the rules) that will persuade an arbitrator that your client (the tenant) should not be evicted

Task Two: Write a statement of facts (an Arbitration Memorandumunder the rules) that will persuade an arbitrator that your client (the Housing Authority) should prevail in its efforts to evict the tenants from their housing