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Abstract: When I first started teaching legal writing, my courses focused on teaching first-year law students to analyze, research, and write in the litigation context. I was a litigator before I started teaching, so this made perfect sense to me. But then I had the opportunity to teach a contract drafting course while I was an adjunct professor at New York Law School, and a light bulb went off. Not only do many law students not find themselves as practicing litigators after law school, but even I, as a former litigator, spent a lot of my time working with contracts--reading them, interpreting them, drafting them, and filing many motions relating to their meaning. It is now several years later, and I teach a course titled “Contract Drafting and Negotiating” at Sandra Day O'Connor College of Law at Arizona State University. The goal of my course is to provide students with the opportunity to learn the basic principles of contract drafting, interpretation, and negotiation. My aim is to make students proficient at drafting contracts that effectuate their (fictional) clients' needs, and at using the drafting process to anticipate, and hopefully avoid, potential legal disputes. But the truth is that lawyers rarely, if ever, draft contracts from scratch. So when I was designing my course, I asked myself how I was going to prepare my students to enter the workforce with effective drafting skills while recognizing that they will almost always be starting with an inadequate and poorly drafted form agreement. The result: I teach my students how to effectively revise, edit, and use form contracts.
On the first day of class, I announce to my students that they are able to use any form or model agreement that is publicly available, either in print or online, in any way that they deem useful. Across the classroom, smiles widen and I hear sighs of relief. After all, how difficult can it be, they think, to edit a form contract and tailor it to the facts of the assignment? But they quickly learn that it is not so easy after all. I advise my students in that first class that most form agreements are outdated, drafted using archaic language and legalese, incomplete, and often inadequate, and are always generic in their scope. Handing in an assignment that closely resembles that form contract will not land my students a good grade.
My course focuses on much more than just “drafting”; it also focuses on planning, interpreting, and negotiating contracts; it addresses the principles and theories behind effective drafting; and it teaches students about the role of transactional lawyers and how they *36 communicate with their clients. Yet the aspect of the course that resonates with most students, and will likely be used by them when they enter the workforce, is how to effectively use a form contract.
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