CONTRACTS
Negotiation and Drafting
What is a Contract
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a: a binding agreement between two or more
persons or parties ; especially one legally
enforceable
b: a business arrangement for the supply of goods
or services at a fixed price
-Merriam-Webster
Have you agreed to a contract?
How many people think they are party to a contract?
Examples
Examples
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Credit Card Agreement
Examples
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Credit Card Agreement
Signed agreement related to a job
Examples
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Credit Card Agreement
Signed agreement related to a job
Online agreement when starting a Facebook or
email account
Examples
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Credit Card Agreement
Signed agreement related to a job
Online agreement when starting a Facebook or
email account
An agreement to buy something from a friend
Examples
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Credit Card Agreement
Signed agreement related to a job
Online agreement when starting a Facebook or
email account
An agreement to buy something from a friend
Buying something from a store
Facebook terms and conditions
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Civil Legal Duties
Groups of people,
generally everyone.
The specific individuals who
willfully enter into the
agreement.
Laws of society bind
everyone in it.
Specific agreements in
which the parties mutually
bind themselves.
What does it mean to Contract?
Contracts are about:
What does it mean to Contract?
Contracts are about:
 Bargaining
What does it mean to Contract?
Contracts are about:
 Bargaining
 Coming to an agreement
What does it mean to Contract?
Contracts are about:
 Bargaining
 Coming to an agreement
 Being willing to be legally bound to your side of
that agreement, as long as the other party is bound
to theirs
Elements of contracting

Offer

Acceptance

Consideration
Elements of contracting

Offer

Acceptance

Consideration
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These are the basic elements, but contract law can
get a lot more complicated
Offer

An offer is an invitation to make a contract
Offer

An offer is an invitation to make a contract
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Examples?
Offer

An offer is an invitation to make a contract

Examples?
 Displaying
a take it or leave it contract online
 Bidding on ebay
 Putting a price tag on an item in a store
Offer

An offer is an invitation to make a contract

Examples?
 Displaying
a take it or leave it contract online
 Bidding on ebay
 Putting a price tag on an item in a store

Offers can go back and forth (but don’t have to)
until…
Acceptance
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The point at which one party agrees to the other
parties offer
Examples
 Clicking
that you accept the online contract
 Winning an ebay auction
 Buying the item from the store
Consideration
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Generally, courts will only enforce a contract if both
sides are getting something.
What each side gives the other is called
consideration.
Is this a contract?
In each of the following examples, ask yourself if
there is mutual consideration?
Is this a contract?
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You order a book of Amazon.com. Your credit card
is charged, but no book ever shows up.
Was there a legally enforceable contract?
Is this a contract?
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You order a book of Amazon.com. Your credit card
is charged, but no book ever shows up.
Was there a legally enforceable contract?
Yes, you agreed to pay Amazon.com money and
they agreed to send you a book.
Is this a contract?
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Last year, your uncle promised you an iPhone for
your 18th birthday. When you turned 18, he gave
you his old broken basic cell phone.
Was there a legally enforceable contract?
Is this a contract?
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Last year, your uncle promised you an iPhone for
your 18th birthday. When you turned 18, he gave
you his old broken basic cell phone.
Was there a legally enforceable contract?
No, while your uncle made a promise, he did not
receive any consideration in return. Consideration
has to be more than good feelings.
Is this a contract?
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You signed up for a week long summer basketball
camp which cost $100. You paid and went to the
camp. When you got to the camp, they just had you
watch football movies all day.
Was there a legally enforceable contract?
Is this a contract?
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
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You signed up for a week long summer basketball
camp which cost $100. You paid and went to the
camp. When you got to the camp, they just had you
watch football movies all day.
Was there a legally enforceable contract?
Yes. You agreed to pay money to the camp and
they were supposed to give you basketball training.
Negotiation and drafting activity
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We are going to negotiate and draft a contract
Negotiating and drafting contracts is something that
a lot of lawyers do—including hopefully me.
The goal is to come to an agreement.
 This
requires each side to compromise, so that they can
get what they really want—to make a deal.
When drafting be sure to
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Include all the terms
Don’t be afraid of creative solutions
Use specific binding language:
“Shall” not “Will”
X
shall pay Y $10.
 Y shall wash X’s car.
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Not:
X
will pay Y $10.
 Y will wash X’s car.
Chris Brown’s new record deal
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Following the recent news reports of his arrest for
Domestic Violence, Chris Brown’s record label decides
not to renew his record deal.
Chris Brown has found a new record company—Song &
Dance Records—interested in signing him to a new
recording deal.
Chris Brown’s agent, who is trained as a lawyer, is
negotiating the terms of the deal with a lawyer for
Song & Dance.
After agreeing on the terms, they will draft a contract
to bring to their respective clients—Chris Brown and
Song & Dance executives.
Record deal terms
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Royalties of music sales
Duration of deal (number of albums)
Termination
Optional (if you have time):
 Cash
advance (upfront money taken away from future
royalties)
 Exclusive agreement (can Chris Brown record an album
with a different label)
 When the next album will released
 Money for production