Deal Drafting Foundations

This textbook is designed for an experiential law school course. It focuses on transactional lawyering skills in the context of a mock deal involving the purchase and sale of the assets of a small business. It takes a practical, simplified approach to teaching contract drafting skills. The textbook walks chronologically through the stages of a deal and each part of a purchase and sale agreement. It introduces students to basic risk allocation and negotiation principles. It facilitates student learning by distilling complex material into short, straightforward explanations, providing tables that summarize contract drafting principles, and actively engaging students with skill development exercises for each chapter.

The textbook is designed to be used in conjunction with a mock fact pattern that describes the assets, loans, supplier agreements, employees, and operations of a small business. The textbook includes a sample form agreement for students to use as a starting point. Many of the skill development exercises help students identify and fix errors in the sample form agreement. After completing the skill development exercises, students will have drafted and negotiated a simple purchase and sale agreement for the assets of a small business.