In addition to bringing in outside lawyers to take part in my “intensive” Contract Drafting course at Notre Dame Law School (as described in this post), I wrapped up the course with a drafting project for an outside organization. More specifically, we prepared our version of a new template contract for Girl Scouts of the United States of America (GSUSA).
For a number of years now, I’ve arranged such a project each time I’ve taught. Initially, I sought out companies, and my students and I ended up working on projects with some big names. But felt a little silly—these companies could have hired me to work on their templates, so why would I do the work for free?
That’s why I switched to working with not-for-profits. So far I’ve done projects with The Breast Cancer Research Foundation, The World Wildlife Fund, and Big Brothers Big Sisters of American. After shaking some trees, a few months ago I exchanged emails with GSUSA. They were happy to take part in this semester’s project.
Here’s what it involved: Lisa Kohn, associate general counsel of GSUSA, explained to me that they were considering a new kind of transaction. She also provided me with a template that they currently use for a related transaction. I prepared my own version of the new template, and then I gave my students the current GSUSA template and a summary of my discussions with Lisa, so each of them could prepare a version of the new template. We went over my version, with my students offering comments; I graded their versions. And on the last day of class, we had a conference call with Lisa and two of her colleagues, Deirdre Wall and Andrea Pelaez.
How did that play out as a teaching exercise? Perhaps the most productive part was having my students critique my version. I think that for them, it made for a refreshing change from having to create their own drafts—they were able to suggest plenty of worthwhile ways to improve my version, thereby making it more of a collective effort.
As regards the conference call, next time I’ll reserve one of the wired classrooms well in advance, so we won’t have to use my cell phone! But the biggest challenge is getting the students more involved—if I’m running the show, they’re inclined to keep quiet. That’s why next time, they’ll run the show and I’ll speak only when spoken to. Nevertheless, the conference call gave my students a small taste of what it’s like to work with a client.
What did GSUSA get out of it? Here’s what Lisa had to say:
We enjoyed hearing your class and working through the comments. It was very informative and educational for us as well, as you helped us reconsider language we had traditionally used. And you’ve provided us with a great starting point for our new template. So I heartily endorse this approach to teaching contract drafting.
My thanks to Girl Scouts of the United States of America for taking part in this semester’s project. Go here to find out more about them. Or go here to find out about the cookies, since that’s what’s really on your mind.
And next semester? I’ve already lined up another great not-for-profit that is eager to have us work on a particularly important template.
Lisa Kohn’s remark that “you’ve provided us with a great starting point for our new template” reminded me of Winston Lord’s anecdote about his demanding taskmaster, U.S. foreign minister Henry Kissinger:
I went in with a draft, and it was actually of a presidential foreign policy report. He called me in the next day and said, “Is this the best you can do?” I said, “Henry, I thought so, but I’ll try again.” So I go back in a few days, another draft. He called me in the next day and he said, “Are you sure this is the best you can do?” I said, “Well, I really thought so. I’ll try one more time.” Anyway, this went on eight times, eight drafts; each time he said, “Is this the best you can do?” So I went in there with a ninth draft, and when he called me in the next day and asked me that same question, I really got exasperated and I said, “Henry, I’ve beaten my brains out – this is the ninth draft. I know it’s the best I can do: I can’t possibly improve one more word.” He then looked at me and said, “In that case, now I’ll read it.”
Ill wager that the Girl Scouts got much more than a “good starting point” unless “a camel is a horse designed by a committee.”
I gather that the exercise is having ripple effects on other GCUSA contracts, so the organization got lots of bang for no bucks.
Did the test contract involve cookies?
That Kissinger story is great!