Contract drafting class 9 tues feb 14
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Contract Drafting Class 9 Tues. Feb 14. University of Houston Law Center D. C. Toedt III. Common contract screw-ups. Common contract screw-ups. “8. The contract that is signed by both parties but with manuscript revisions initialled [sic] only by one party or by neither party .”

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Contract Drafting Class 9 Tues. Feb 14

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Contract DraftingClass 9Tues. Feb 14

University of Houston Law Center

D. C. Toedt III

Common contract screw-ups

Common contract screw-ups

“8. The contract that is signed by both parties but with manuscript revisions initialled[sic] only by one party or by neither party.”

[From “Top 10 howlers when preparing contracts for signature,” by the IP Draughts blog at]

Valentine’s Day syntactic sins

True love ….

Hat tip:

Man has big trust fund for his kids

Sued for killing another in car accident

Adopts girlfriend so she’ll share ($70MM) in trust fund

BUT: Is their relationship now incestuous – and thus illegal?

Florida incest statute

Quaere:1. What did the drafters (presumably) intend for “however slight” to modify? 2. Could this have been better phrased?

826.04 Incest. …. "Sexual intercourse" is the penetra-tionof the female sex organ by the male sex organ, however slight ….


Some pretentious expressions

How could these be improved?

Attains the age of



Does not operate to do X



  • Sales people “sell” product to distributors who really can’t resell the product

    • Why do this?

  • Usually give distributor a return right in a (secret) side letter

  • Bad business practice – screws up inventory planning, incurs extra costs

  • Can be securities fraud

Lexicon review

DSO – what is it?

Drafting exercise: Stark 6-1(read Stark ch. 6)

Stark Exercise 6-1:DCT sample answer

  • Much of this is “style” preference

  • I like a complete sentence (contra Stark)

  • A good title is “License Agreement”

  • Date: Item 3 of Stark facts (or April 21)

  • Date: “As of” is good, but optional

  • Bold-faced names are easier to spot when scanning through lots of contracts

  • States of incorp.: Item 11 of Stark facts

  • Defined terms for parties are a good idea for later use in the document

  • “Licensor” and “Licensee” – confusing? (But including them allows copy-and-paste from other documents)

  • Some students included background facts; those are recitals, not part of the preamble

This License Agreement (“Agreement”) is entered into as of February 9, 2012, by RALPH PRODUCTS, LP, a Virginia limited partnership (“Ralph LP” or “Licensor”); and MERCHANDISERS EXTRAORDINAIRE, INC., an Oregon corporation (“Merchan-disers” or “Licensee”).

Dell Master Purcha-sing Agrmt (Z&B pp. 236 et seq.)

End of class

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