Contract drafting class 11 tues feb 21
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Contract Drafting Class 11 Tues. Feb 21. University of Houston Law Center D. C. Toedt III. Sort into teams for next two weeks. Common contract screw-ups. When spell-checker isn’t enough …. Sprinkle pasta dish with … salt, and … freshly ground black people

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Contract Drafting Class 11 Tues. Feb 21

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Contract drafting class 11 tues feb 21

Contract DraftingClass 11Tues. Feb 21

University of Houston Law Center

D. C. Toedt III


Sort into teams for next two weeks

Sort into teams for next two weeks


Common contract screw ups

Common contract screw-ups


When spell checker isn t enough

When spell-checker isn’t enough …

Sprinkle pasta dish with …

salt, and …

freshly groundblack people

Copies pulped - $18K down the drain


Drafting strategies

Drafting strategies


Letting sleeping dogs lie

Letting sleeping dogs lie …

Jan 2010:

CoCo’s contract lawyers might have chosen not to ask for a 11:35 pm start time guarantee …


Plain english cont d

Plain English (cont’d)


Passive voice exercise

Passive voice exercise

1. There is a considerable range of expertise demonstrated by the spam senders.


Passive voice exercise1

Passive voice exercise

1. There is a considerable range of expertise demonstrated by the spam senders.

BETTER: “The spam senders demonstrated a considerable range of expertise.”

BETTER STILL: “Evidently some spammers are experts – others, not so much.”


Representations and warranties cont d

Representations and Warranties, cont’d


Review pros and cons of reps and warranties

Review: Pros and cons of reps and warranties

  • Representation

    • Not strict liability – must also prove scienter (intent or recklessness), plus justified reliance

    • “As of” date

    • Punitive damages, rescission

    • Burden of discovery, pre-trial motion practice

  • Warranty

    • Strict liability – scienter & reliance not relevant

    • Can survive for months / years

    • Fewer hassles with discovery, pre-trial motions


Cbs v ziff davis sale of magazine division

CBS v. Ziff-Davis – sale of magazine division

  • Rep/warranty re financial statements

  • Due diligence: Accounting problems

  • Lawsuit: Misrep. + breach of warranty

    (really: litigating the price afterwards)

  • Holding:

    • No misrep.: Reliance not justified

    • BUT: Warranty claim succeeded

  • Parties settled after appellate holding


Warranty claims

Warranty claims:

RELIANCEPROOF


Warranty claims1

Warranty claims:

SCIENTERPROOF


Stark exercise 9 1 examples 1 7

Stark Exercise 9-1, Examples 1-7


End of class

End of class


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