Objectives of the Course:
This course is designed to improve and develop in-depth understanding of the intricacies of contract law and to learn practical contract drafting skills. While this course is taught in English, and all drafting is done in English, most of the skills developed should be useful for drafting any international or domestic contracts. Students should, during the class, begin to develop a set of English language form contracts for use in their own practice.
Pre-requisites:
To be admitted to the course, students must be admitted to the Pericles LL.M. program, have completed civil law courses in a Russian Law School after 1994, or had other courses or work experience demonstrating familiarity with the basics of contract law to the satisfaction of the professor. Students must be at the advanced English level, as demonstrated by scores on Pericles English Assessment Test or by completion of appropriate course work. All students must have access to a computer having Microsoft Word with English language fonts and English language spell/grammar check capabilities.
Course Length:
30 in-class academic hours (24 clock hours), over a 6 or 12 week duration. Students will have to complete an estimated 50-70 hours of homework assignments over the duration of the semester.
Methodology:
The class will discuss both substantive contract law and drafting skills in a combination of lecture, discussion and exercises. Substantive law topics, which will be covered more or less in order throughout the course include Offer & Acceptance, Preliminary Contracts and Irrevocable Offers; Form Contracts & Mirror Image Rules; Indefiniteness Problems; Consideration in Common Law Contracts; Enforceability, Illegality and Public Policy; Parole Evidence and Modification; Avoiding Claims of Mistake; Dealing with Non-Performance Short of Breach; Effective Force Majeure Clauses; Drafting Promises and Conditions, Warranties and Disclaimers; Invoking and Excluding Particular Types of Damages; and Third Party Rights. Additional drafting skills, which will be interspersed throughout the course, include using forms versus 0-based drafting; framework of a contract; operative language (use of “and” or “or”, “shall” or “will”, “warrants” or “represents” and similar terms); interpretation of contract language; writing authorizations, obligations and conditions; and using advanced features of Microsoft Word such as cross-reference, compare, red-line, comment and other functions to improve drafting efficiency.
Grading:
This course is graded for LL.M. students and is on a Pass/No Pass basis for other students unless otherwise requested by the student at the beginning of the course. Pass entails (1) attending at least 70% of the class meetings; (2) successfully completing at least 70% of all homework exercises; (3) successfully completing at least one form contract to be shared with the class; and (4) successfully completing a written examination entailing drafting a contract based on forms and a hypothetical case. On the first day of class students will pick the topic of their form contract and will work on it throughout the semester. Non-LL.M. students who pass the class will receive a certificate. Honors certificates may be awarded to students whose work is outstanding.
