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Drafting Effective Contracts: A Practitioner's Guide, Second Edition

Drafting Effective Contracts: A Practitioner's Guide, Second Edition

By Robert A. Feldman, Raymond T. Nimmer
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Book - Looseleaf
$545.00

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Overview

The professional’s favored tool for over a decade, this backbone reference provides a comprehensive set of drafting elements that can be used from contract to contract. Move step-by-step through the contract-creation process —from conducting the initial client meeting to closing the deal, with detailed discussions of the eleven, essential drafting elements, parties, recitals, subject, consideration, warranties and representations, risk allocation, conditions, performance, dates and term, boilerplate, and signatures. By Robert A. Feldman and Raymond T. Nimmer

A favorite reference tool for professional drafters for over a decade, Drafting Effective Contracts combines a clear analysis of how effective agreements are structured with a practical breakdown of the essential elements of any contract— giving you the best way to draft contracts.

This completely updated practical reference guide presents a consistent structural analysis and a comprehensive set of drafting elements that can be used from contract to contract. You are led step-by-step through the process by which contracts are created, given clear sample contract provisions, and offered direction around the obstacles that may be encountered in drafting agreements for goods and services, promissory notes, guaranties, and secured transactions.

Drafting Effective Contracts provides a complete handbook for drafting legal agreements that work. For starters, you get a practical and comprehensive approach to the overall contract process—from conducting the initial client meeting to closing the deal. You’ll find a detailed discussion of the 11 drafting elements that every contract may have:

  • Parties
  • Recitals
  • Subject
  • Consideration
  • Warranties and Representations
  • Risk Allocation
  • Conditions
  • Performance
  • Dates and Term
  • Boilerplate
  • Signatures

After you get a solid explanation of these essential elements and how they’re assembled to create effective contracts, you get key strategies for negotiating the agreement and closing the deal. You get an overview of the legal concepts that underpin various types of agreements —such as promissory notes, guaranties, security agreements, and agreements for the sale of goods and services. Then you’ll see how to apply the drafting elements to create the finished contract. You also get an array of sample agreements and contracts as well as statutory material. Only Drafting Effective Contracts combines the best benefits of a forms book and a treatise to give you the most complete tool for building effective legal agreements.

Last Updated 11/03/2017
Update Frequency Updated annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9780735503762
SKU 10046747-7777
Table of Contents

PART I - PROCESS

Chapter 1. Getting Started

  • §1.01 Client Attitudes Toward Contracts
  • §1.02 Client Contacts
  • §1.03 Drafting Control
  • §1.03A Drafting Technique and Style Considerations
  • §1.04 Forms
  • §1.05 Preliminary Documents

Chapter 2. Drafting Elements

  • §2.01 Introduction
  • §2.02 Drafting Elements
  • §2.03 The Elements Assembled
  • §2.04 Electronic Commerce Issues
  • FORMS:
    1. Agreement for the Purchase and Sale of Selected Assets

Chapter 3. Negotiations and Closings

  • §3.01 Negotiating Contracts
  • §3.02 Handling Closings

PART II - APPLICATIONS

Chapter 4. Agreements for the Sale of Goods and Services—Overview

  • §4.01 Introduction
  • §4.02 An Approach to the Applicable Law
  • §4.03 Article 2 Coverage of Goods and Services
  • §4.04 Article 2's Contracting Rules
  • §4.05 Service Contract Considerations
  • §4.06 Firm Offers
  • §4.07 Conflicts in Sales Forms
  • §4.08 The Magnuson-Moss Warranty Act
  • §4.09 International Sales Under the U.N. Convention

Chapter 5. Agreements for the Sale of Goods and Services—Structural Analysis

  • §5.01 Parties
  • §5.02 Recitals
  • §5.03 Subject
  • §5.04 Consideration
  • §5.05 Warranties and Representations
  • §5.06 Risk Allocation
  • §5.07 Conditions
  • §5.08 Performance
  • §5.09 Dates and Term
  • §5.10 Boilerplate
  • §5.11 Signatures
  • FORMS:
    1. Short Form Purchase Order
    2. Long Form Purchase Order
    3. Master Purchase Agreement
    4. Short Form Sales Agreement
    5. Short Form Sales Agreement—Alternative Form
    6. Long Form Sales Agreement
    7. Term Purchase Agreement
    8. General Consulting Services Agreement (Prepared by Buyer)
    9. General Consulting Services Agreement—Alternative Form (Prepared by Seller)

Chapter 6. Promissory Notes—Overview

  • §6.01 Introduction
  • §6.02 Negotiability
  • §6.03 Interest
  • §6.04 Consumer Credit

Chapter 7. Promissory Notes—Structural Analysis

  • §7.01 Parties
  • §7.02 Recitals
  • §7.03 Subject §7.04 Consideration
  • §7.05 Warranties and Representations
  • §7.06 Risk Allocation
  • §7.07 Conditions
  • §7.08 Performance
  • §7.09 Dates and Term
  • §7.10 Boilerplate
  • §7.11 Signatures
  • FORMS:
    1. Demand Note
    2. Term Note
    3. Installment Note
    4. Secured Note
    5. Nonnegotiable Note

Chapter 8. Guaranties—Overview

  • §8.01 Introduction
  • §8.02 Contract Formation
  • §8.03 Types of Guaranties and Performance
  • §8.04 Discharge

Chapter 9. Guaranties—Structural Analysis

  • §9.01 Parties
  • §9.02 Recitals
  • §9.03 Subject
  • §9.04 Consideration
  • §9.05 Warranties and Representations
  • §9.06 Risk Allocation
  • §9.07 Conditions
  • §9.08 Performance
  • §9.09 Dates and Term
  • §9.10 Boilerplate
  • §9.11 Signatures
  • FORMS
    1. Guaranty of a Specific Indebtedness
    2. Continuing Guaranty of Trade Indebtedness
    3. Guaranty of Real Property Lease

Chapter 10. Security Agreements—Overview

  • §10.01 Introduction
  • §10.02 Point One: Determining Whether a Security Interest Is Involved
  • §10.03 Point Two: Determining UCC or Other Coverage
  • §10.04 Point Three: Creating a Security Interest
  • §10.05 Point Four: Perfection
  • §10.06 Point Five: Position with Respect toOthers: Priorities
  • §10.07 Impact of Bankruptcy

Chapter 11. Security Agreements—Structural Analysis

  • §11.01 Parties
  • §11.02 Terminology and Drafting
  • §11.03 Recitals
  • §11.04 Subject
  • §11.05 Consideration
  • §11.06 Warranties and Representations
  • §11.07 Risk Allocation
  • §11.08 Conditions
  • §11.09 Performance
  • §11.10 Dates and Term
  • §11.11 Boilerplate
  • §11.12 Signatures
  • FORMS:
    1. Purchase Money Security Agreement
    2. Long Form General Security Agreement
    3. Short Form General Security Agreement
    4. Stock Pledge Agreement

APPENDIX A - Litigated Language

INDEX

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