Transcript Slides - On Contracts

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.”
[From “Top 10 howlers when preparing contracts for signature,” by the IP
Draughts blog at http://goo.gl/Km6Dw.]
Valentine’s Day
syntactic sins
True love ….
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?

Hat tip: ProfessorBainbridge.com
Florida incest statute
826.04 Incest. …. "Sexual
intercourse" is the penetration of the female sex organ
by the male sex organ,
however slight ….
Quaere: 1. What did the drafters (presumably)
intend for “however slight” to modify?
2. Could this have been better phrased?
Pretentiousness
Some pretentious expressions
How could these be improved?
 Attains the age of
 Cease
 Commence
 Does not operate to do X
Lexicon
Channel-stuffing

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
1.
Much of this is “style” preference
2.
I like a complete sentence (contra Stark)
3.
A good title is “License Agreement”
This License Agreement (“Agreement”) is
4.
Date: Item 3 of Stark facts (or April 21)
entered into as of February 9, 2012, by
5.
Date: “As of” is good, but optional
6.
Bold-faced names are easier to spot when
RALPH PRODUCTS, LP, a Virginia limited
partnership (“Ralph LP” or “Licensor”); and
MERCHANDISERS EXTRAORDINAIRE,
scanning through lots of contracts
7.
States of incorp.: Item 11 of Stark facts
8.
Defined terms for parties are a good idea
INC., an Oregon corporation (“Merchandisers” or “Licensee”).
for later use in the document
9.
“Licensor” and “Licensee” – confusing?
(But including them allows copy-and-paste
from other documents)
10.
Some students included background facts;
those are recitals, not part of the preamble
Dell Master Purchasing Agrmt (Z&B pp.
236 et seq.)
End of class