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Skills & Values: Contracts
Skills & Values: Contracts allows students to experience the connection between theory, doctrine, and practice in Contracts law.
Publisher: Carolina Academic Press
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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.
eBooks, CDs, downloadable content, and software purchases are noncancelable, nonrefundable and nonreturnable. Click here for more information about LexisNexis eBooks. The eBook versions of this title may feature links to Lexis+® for further legal research options. A valid subscription to Lexis+® is required to access this content.
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+® 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
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+® 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