1. Contract Drafting Class 9 Tues. Feb 14
University of Houston Law Center
D. C. Toedt III

2. Common contract screw-ups

3. Common contract screw-ups
“8. The contract that is signed by both parties but with manuscript revisions initialled [sic] only by one party or by neither party.”
[From “Top 10 howlers when preparing contracts for signature,” by the IP Draughts blog at

4. Valentine’s Day syntactic sins

5. True love …. Man has big trust fund for his kids
Sued for killing another in car accident
Adopts girlfriend so she’ll share ($70MM) in trust fund
BUT: Is their relationship now incestuous – and thus illegal?
Hat tip: ProfessorBainbridge.com

6. Florida incest statute
Incest. …. "Sexual intercourse" is the penetra-tion of the female sex organ by the male sex organ, however slight ….
Quaere: 1. What did the drafters (presumably) intend for “however slight” to modify? 2. Could this have been better phrased?

7. Pretentiousness

8. Some pretentious expressions
How could these be improved?
Attains the age of
Cease
Commence
Does not operate to do X

9. Lexicon

10. Channel-stuffing
Sales people “sell” product to distributors who really can’t resell the product
Why do this?
Usually give distributor a return right in a (secret) side letter
Bad business practice – screws up inventory planning, incurs extra costs
Can be securities fraud

11. Lexicon review
DSO – what is it?

12. Drafting exercise: Stark 6-1 (read Stark ch. 6)

13. Stark Exercise 6-1: DCT sample answer
Much of this is “style” preference
I like a complete sentence (contra Stark)
A good title is “License Agreement”
Date: Item 3 of Stark facts (or April 21)
Date: “As of” is good, but optional
Bold-faced names are easier to spot when scanning through lots of contracts
States of incorp.: Item 11 of Stark facts
Defined terms for parties are a good idea for later use in the document
“Licensor” and “Licensee” – confusing? (But including them allows copy-and-paste from other documents)
Some students included background facts; those are recitals, not part of the preamble
This License Agreement (“Agreement”) is entered into as of February 9, 2012, by RALPH PRODUCTS, LP, a Virginia limited partnership (“Ralph LP” or “Licensor”); and MERCHANDISERS EXTRAORDINAIRE, INC., an Oregon corporation (“Merchan-disers” or “Licensee”).

14. Dell Master Purcha-sing Agrmt (Z&B pp. 236 et seq.)

15. End of class