Contract Design: Principles and Practice


Course Code:
LAW 1008
Law Honors/Pass/Restrd Cr/Fail


(Formerly Law 434) Although transaction lawyers spend much time drafting contracts and related documents, they can contribute very significant value by designing transactions. Transactions should be tailored to the goals and circumstances of each set of parties, but there are some general principles that can guide the design process. This seminar examines some of these principles: such as the use of embedded options in contracts, of third parties, and of tailored procedures for dispute resolution and enforcement. Some of the readings and discussion will be at a fairly high level of abstraction, drawing on economic theories of contracting. A good part of our analysis will be closer to ground level, looking at particular types of transactions: for example, franchising, construction, corporate acquisition, loans, data use and insurance contracts. We will also look at the process of innovation and negotiation in contract design, including the role of lawyers and digital document production. Students will be required to write paper for the seminar, and encouraged to focus on a specific type of transaction. Elements used in grading: Class participation (10%) and an independent research paper for "R" (Research credit).

Past Offerings

2016-2017 Spring

Contract Design: Principles and Practice LAW 1008 Section 01 Class #32029

  • 2 Units
  • Enrollment Limitations: Lottery 16

Notes: R -Research Requirement for Law Degree.

Contract Design: Principles and Practice LAW 1008 Section 02 Class #32030

  • 2 Units
  • Enrollment Limitations: Consent
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