This course focuses on the skills needed by lawyers involved in transactional practice. Those skills include ascertaining the parties' true desires through interviews and negotiation, creatively structuring deals and drafting terms to achieve those desires, and imagining all the events that might later interfere with the transaction documents. The course will take students through the early development of a commercial transaction, negotiating its terms and structure, and ultimately the drafting of the transaction documents. In that process, students will be confronted with issues of ethics and professional responsibility. They will also learn the distinctions between representations, warranties, covenants, conditions, and the other types of contract terms and practice how to spot and avoid ambiguity. (pending faculty approval).
