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Transactional Drafting: Introduction to Contract Drafting and Transactional Practice

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Ben L. Fernandez, Gainesville, Florida

Copyright Year: 2021

ISBN 13: 9798453368501

Publisher: Ben Fernandez

Language: English

Formats Available

Conditions of Use

Attribution-NonCommercial-ShareAlike Attribution-NonCommercial-ShareAlike

Table of Contents

  • Copyright
  • Preface
  • Introduction
  • 1. Getting up to Speed (Preparing to Draft)
  • 2. Drafting Obligations, Rights, Prohibitions and Descriptive Statements
  • 3. Avoiding Potentially Ambiguous Words and Phrases
  • 4.  Organizing a Contract's Beginning Sections
  • 5. Drafting the Core Obligations and Organizing Deal Provisions
  • 6. Organizing a Contract's Ending Sections
  • 7.  Brainstorming for Future Contingencies
  • 8. Drafting with Precedent Documents
  • 9. Tailoring Precedent Documents for a Deal
  • 10. Revising the Other Side's Completed Documents
  • 11. Negotiating Contract Provisions
  • 12. Ethical Issues in Contract Drafting
  • 13. Getting the Contract Signed (Closing the Deal)
  • 14. Drafting With Document Assembly Programs and Closing with On Line Resources
  • 15. Drafting a Contract Amendment
  • Appendix
  • Flowchart for Drafting Contract Provisions
  • Contract Drafting Checklist
  • Drafting Exercises
  • Transcript of Client Intake for Laptop Purchase Agreement
  • Memorandum for Residential Lease Agreement
  • Memorandum for Sale of Assets Agreement
  • Transcript of Client Intake for Consulting Services Agreement
  • Introduction to Commercial Real Estate Loan Documents
  • Sample Commercial Real Estate Loan Documents
  • Promissory Note
  • Guaranty
  • Mortgage
  • Assignment of Rents and Leases
  • Construction Loan Agreement
  • Revised Construction Loan Agreement (Tailored for a Deal)
  • Revised Construction Loan Agreement (Revised for the Other Side)
  • About The Author

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About the Book

Transactional Drafting: Introduction to Contract Drafting and Transactional Practice contains a condensed presentation of all of the topics typically covered in an upper-level law school class on contract drafting. The book covers drafting from scratch including writing in plain English (not using legalese), avoiding ambiguity, and drafting covenants, rights and prohibitions consistently (using "will" or "shall" for covenants, "may" for rights, and "will not" or "shall not" for prohibitions). And it covers contract organization, from the title and the exordium to the core covenant, deal provisions and "boilerplate," to the testimonium and the signature blocks. The book also includes material on getting up to speed before you start drafting and brainstorming for contingencies after you have finished. In addition to drafting from scratch the book introduces students to the wide range of skills involved in transactional practice. There are chapters on revising form documents, both when you are the original drafter and when you represent the other side. Also, the book includes chapters on negotiating contract language, handling a closing (i.e., verifying authority and getting the documents signed), dealing with ethical issues that arise in contract drafting and execution, drafting a contract amendment, and using computers to draft contracts. Transactional Drafting includes everything students need to know to “hit the ground running” as a transactional attorney.

About the Contributors


Ben Fernandez teaches Legal Drafting and Legal Research and Writing at the University of Florida Levin College of Law. He had previously taught Legal Methods, Legal Research and Objective Writing, Lawyering Process for Litigation Practice, and Transactional Drafting at Florida Coastal School of Law. Also, he worked as an adjunct professor teaching Legal Writing at Northeastern University School of Law in Boston, and Business Law at Cape Cod Community College.

Prof. Fernandez has twenty-five years of experience practicing law in Massachusetts. He represented financial institutions and government finance agencies in commercial and residential finance transactions. He had his own practice in Plymouth, Massachusetts for ten years. Before that, he practiced law in the city of Boston for fifteen years. He worked as in-house counsel for a state-sponsored affordable housing finance agency, managed the business department of a prominent minority-owned firm, and was an associate at two large Boston law firms.

Also, Prof. Fernandez served on the Board of Directors for Habitat for Humanity of Greater Plymouth, Massachusetts. He was a volunteer teacher in Junior Achievement's Financial Literacy program, and a regular speaker at Homebuyer Education Workshops sponsored by South Shore Housing and Housing Assistance Corporation on Cape Cod.

Prof. Fernandez has an LL.M. from Boston University School of Law, as well as a J.D. from Northeastern University School of Law and a B.A. from Cornell University.

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