Transactions: The Tennessee Journal of Business Law
I have to give this disclaimer. I am high grader when it comes to contract drafting. So even though my presentation is on critiquing and grading, truthfully it’s more about critiquing for me. I will get into that in a minute. My name is Robin Boyle, and I teach at St. John’s University School of Law. First, my background. I was an evening student at Fordham and worked in law firms during the day in both litigation and corporate practices. By the time I graduated, I worked at a large law firm, which I had summered at and then worked at during my last year of law school. I walked into the leveraged leasing practice area and then, at the height of the recession, went and clerked for a bankruptcy judge, which turned out to be a busier chamber than the corporate office that I had just left. From there, I went into a bankruptcy practice.
At St. John’s, my bread and butter is first-year legal research and writing, but I also teach contract drafting to upper-level students. My course is split between contract drafting and litigation documents. I started teaching the course about a year or two before the first transactional conference in Chicago, and I teach it approximately two times a year. This year I will be teaching it three times. I teach it over a fourteen-week semester, but I also teach it in a two-week intensive course. I just concluded that two-week course in May. It’s between the end of this spring and the summer. I also teach contracts to Summer Institute students, who were admitted on a conditional admission basis to our school, and I start that course on Monday. So that gives you an understanding of the contract-drafting course. It is three credits, and it is graded.
I like to start with negotiations because I like to get them going and I like their juices flowing, and I usually incorporate a problem that may have some fun aspect to it, such as a movie contract negotiation where they are negotiating the contract between a movie director and an actor. There will be a summary sheet of facts that both sides know about. There will be private facts for one side and the other. I, on purpose, put the facts far enough apart so that they need to be creative in coming up with solutions because the money just doesn’t match—the director is tight fisted, or the actor wants more money. I will put funny things in there such as the actor wants a hairstylist but is bald and so on and so forth.
So they need to be creative in what it is they are asking for, and I also give them the tips of negotiation. I get my tips from “Getting to Yes,” which was the book that I used in law school and still use. So I will give them the tips, go over the idea of BATNA or the Best Alternative to Negotiated Agreement, and get them started. Within an hour, I want them back to the classroom with a negotiated agreement. They should have strategized for both sides. I also want them to have negotiated an ethical agreement because when I was a law student, I remember a lack of ethics on the other side. I remind them that they may not make sexist or racist remarks.
We come back to the classroom, and I have them go around and talk about their negotiations. At that point, I talk to them about process. How did you feel? What did you strategize about? Did you hold your best part for last? Did you use silence to your advantage and so forth. I also compliment them, because it is day one, on how it is they were creative in their approaches and talk about their similarities and differences in their results. There is no writing in that exercise. That’s just day one.