University of New Hampshire

School of Law

Contract Design

When a transaction and the relevant law are thoroughly understood, a good lawyer should be able to write a clear and effective contract before consulting forms and checklists.



Although transactions are infinitely varied, there is a structural logic common to all contracts that can help the lawyer clarify the parties' objectives and understandings, see alternatives, organize the performances, anticipate difficulties, minimize or allocate risks, and provide for contingencies or disputes. First we will study this structural logic, the anatomy and physiology of contracts. The second part of the course will be more detailed application to several archetypal transactions, with their characteristic problems and solutions: Commercial Services, Purchase and Sale of Real Estate and of a Business, LLC Operating Agreement.



The reading will be a short drafting text, cases involving drafting or design problems or oversights, and a bunch of clauses and contracts.



In each part of the course there will be drafting exercises in class and out, starting with individual clauses. Early assignments will come back with comments or a "do-over." Later assignments may be graded. Around week 9 or 10 I will assign a fairly complex hypothetical for which you will have a substantial time to draft a complete proposed contract. I'll give you comments and suggestions toward a final draft. These drafts will be the principal basis for your grade. There will be no final exam.

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