Seeking Company for Penn Law Contract-Redrafting Project

I’m looking for a company that would be interested in participating in a redrafting exercise that will form part of my Fall 2007 contract drafting course at the University of Pennsylvania Law School.

Whenever I teach contract drafting, I have my students redraft a contract to make it comply with the recommendations in A Manual of Style for Contract Drafting. I generally use a contract culled largely at random from the SEC’s EDGAR system. But in my two most recent semesters at Penn Law, I tried a variation on this kind of assignment, in that I had my students redraft a contract submitted by a company expressly for that purpose.

The idea was that instead of doing an autopsy, we’d treat a live patient. My students and I would redraft the contract and submit it to the company. We’d then have a conference call with the company to discuss our changes and what worked and what didn’t. I thought that this would give my students a sense of the contract-drafting process and would add a dose of the real world to the course.

That’s how it has worked so far, although with some unexpected twists: bringing the outside world into a law school course adds an interesting element of unpredictability. I’d like to do it again in the Fall 2007 semester.

So I’m looking for a substantial company (located in the U.S. or elsewhere) that’s interested in having me and my class redraft a core contract that the company enters into dozens or hundreds of times a year. (We’d redraft all of a shortish contract or the first part of a longer contract.) I’d want the company to have been planning its own redraft: I’d prefer to have our work looked at closely rather than considered a curiosity. Ideally, senior members of the company’s contracts personnel would be involved and would participate in a conference call (or videoconference) with my students. And I wouldn’t want anyone to be offended if we were to come back with something that’s significantly different from what we had started with.

Our redraft would focus not on what the contract says, but on how it says it. That means that we wouldn’t be in a position to explore extensively any business or legal issues that might arise.

As for timing, I’d want to have the choice of company and contract in place by this summer. I’d do my own analysis over the summer, but students wouldn’t start working on the contract until October. We’d send the company our redraft late in November, and the conference call or videoconference would take place early in December.

So what would the company gain from this exercise? I’d like to think that you couldn’t get as rigorous a redraft from anyone else at any price. And participating in an educational exercise of this sort can be gratifying.

My class and I would treat as confidential the original version of the contract as well as our redraft. And unless the company were to consent, we wouldn’t disclose to anyone that it was participating in the redrafting exercise. For its part, the company would have to acknowledge that our redrafting the contract constitutes an educational exercise rather than legal representation.

If you’re interested in discussing with me whether your company would be a suitable candidate for this redrafting exercise, please send me an email.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

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