Advanced Contracts: Commercial Transactions

Course Type: Foundational

Limit: 40 students

Description: Like Advanced Contracts: Sales and Leases, this course provides an accessible yet rigorous introduction to essential commercial concepts and to the art of statutory interpretation. Any student who hopes to practice business law should consider taking either this course or Advanced Contracts: Sales and Leases. This course is particularly appropriate for those students who plan to engage in a transactional practice, but it is suitable for all students. Either this course or Advanced Contracts: Sales and Leases will also provide an excellent foundation for the Secured Transactions course.

The subject matter of this course is substantially the same as that of Advanced Contracts: Sales and Leases. Here too Article 2 and Article 2A of the Uniform Commercial Code serve as the principal subjects of study, and students gain rigorous training in reading, interpreting and applying their provisions. Students also compare laws governing the international sale of goods, in particular the U.N. Convention on Contracts for the International Sale of Goods. In this course, however, students approach commercial law primarily from a transactional perspective, and in particular study the lawyer’s role in shaping a complex commercial transaction.

A significant portion of the course consists of a simulated commercial transaction, in which the students work with clients to structure and close a realistic business deal. In particular, working in law firms, students draft, review, negotiate and revise transaction documents in consultation with their clients, and if all goes well, see the transaction through to its completion. This exercise allows students to master the applicable legal principles, but also provides theoretical and practical perspectives on transactional law practice. The course integrates legal issues with business ones, so students consider how to best work with a client to weigh both opportunities and risks. The simulated transaction also provides a vivid backdrop against which to examine the legal consequences should a commercial transaction go awry. Active participation is an essential element of the simulated transaction. Participation includes individual and group work, and students enrolling in the course should be prepared to communicate and collaborate with other students in between class sessions, and to operate under relatively short deadlines. Students in this course take a mid-term test covering basic concepts and a final examination on the legal principles encountered throughout the semester. Students also prepare a client file and assessment of the simulated transaction.

(As the subject matter of this course duplicates that of Advanced Contracts: Sales and Leases, students may choose to enroll in either course, but cannot take both of them.)