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University of Minnesota Law School Contract Drafting Seminar Spring 2011

University of Minnesota Law School Contract Drafting Seminar Spring 2011. February 22, 2011 Class 6 Adjunct Associate Professor Helen Winder. Assignment #2. Larson Inc. Buyco. Provide access to 5 locations Provide space Provide utilities Provide build out of clinic Provide advertising

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University of Minnesota Law School Contract Drafting Seminar Spring 2011

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  1. University of Minnesota Law School Contract Drafting SeminarSpring 2011 February 22, 2011 Class 6 Adjunct Associate Professor Helen Winder

  2. Assignment #2 Larson Inc. Buyco Provide access to 5 locations Provide space Provide utilities Provide build out of clinic Provide advertising Provide liasion Provide dedicated parking • Advertise appropriately • Employ appropriate professionals • Meet regulatory requirements • Meet Buyco operational requirements • Maintain certain hours • Document revenues for calculation of rents

  3. Discuss Assignment #2 Sample Outline Handout

  4. Reviewing the Draft Contract • Do you understand the subject and needed outcomes? • Your document or theirs? • Redlining or attachment? • Propose alternatives to offensive provisions • Try to qualify rather than delete

  5. More Reviewing the Contract • Be organized and neat in your comments and changes • Don’t over reach • Compromise • General editing – is it wise?

  6. Still More …Reviewing the Contract • Client review • Authority? • How much risk control needed? • History with opposing party? • How big a deal? • Bargaining leverage? • Internal and external stakes?

  7. Change My Contract? • Don’t take it personally • Be open to dialog • Try to understand their concerns • Discuss with client

  8. Changes to Your Contract… • Compromise • Other’s authority to negotiate • Bargaining power • Distinguish real terms from your defensive terms

  9. Road Blocks • No authority to make changes Get to decision maker • This is our standard language Try to address underlying concerns • Everyone else signs it Try to get to your concerns • Don’t make me send this to the lawyers Shows lack of authority Offer quick legal response from your side

  10. Overcoming the Obstacles • Escalate to higher business level with authority • Move to the lawyers • Know the business and legal risks and issues • Let all know what the deal killers are • Educate about contracts • Work closely with the client

  11. Exercise Seller • Payment NET 10 • Acceptance implied without formal rejection 10 days • Limited liability Buyer • Payment NET 45 from acceptance • Acceptance after inspection • Seller indemnifies from liability

  12. Next Week

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