CONTRACT NEGOTIATION AND DRAFTING

SHE Level 4
SCQF Credit Points 20.00
ECTS Credit Points 10.00
Module Code MHM221664
Module Leader n/a
School Glasgow School for Business and Society
Subject Law
Trimester
  • B (January start)

Summary of Content

This module gathers its elements from the law of contract and negotiation management skills to form a module that addresses contract negotiation and drafting approaches and skills. It is concerned with developing students' skills in contract negotiations and drafting, their processes, methods and approaches. It aims to develop understanding of the essential requirements of successful formation of a contract negotiation and of how to plan, control and conduct the negotiation and drafting processes.

Syllabus

-284b7 Introduction to the Module and to Negotiations in General and Contract Negotiations and Drafting in Particular -284b7 Negotiations Methods and Approaches, Reaching Agreement and Contract Negotiations -284 o Reaching Agreement ; Communication ; What to expect during negotiations ; Bargaining ; Negotiation stages ; Proposal & response; -284 o Negotiations Phases: Preparation & Bargaining. -284b7 Contract Negotiations -284 o Managing the Negotiations Process -284 o Negotiation Techniques o Negotiation Strategies -284b7 Basic Drafting Skills and Contract Drafting -284 o Structure the Document; Style and Language; Writing Skills for International Use; -284b7 Contract Drafting Basic Elements in Contractual Provisions.

Learning Outcomes

On successful completion of this module, the student should be able to:1. develop knowledge and understanding of the major principles, approaches and methods of negotiation and drafting in general and their application in cases addressing the formation of contracts and advance the necessary skills and essential requirement for negotiating and drafting contracts to the level required of a reasonably competent professional in the field;2. develop the student's ability in critical analysis and thinking;3. develop the student's ability in problem-solving;4. enhance in-depth and independent learning and enable students to develop individual responsibility for conducting and organising their work;5. identify and evaluate their personal learning strategies utilising most up to date methods particularly information technology;6. identify and retrieve up to date legal information using paper and electronic repositories; use primary and secondary legal sources which are relevant to the topic under study and current at the point of assessment; present knowledge and information using sources to support arguments and conclusions; provide recognised methods of citation and reference.7. identify accurately and formulate clearly the legal issues to be researched; undertake independent research (both paper-based and electronic) in areas of law which have not been previously studied, using paper and electronic repositories to research new topics without reference to a reading list.8. present sound and persuasive argument and provide views and solutions for the development of contract negotiation and drafting and use the learned skills in problem-solving. And9. improve the students' written and oral communication and group work skills.

Teaching / Learning Strategy

A combination of directed studies, independent learning, lectures and seminars. During each of the twelve teaching weeks of the semester the module will be mainly conducted by lectures/seminars (3 hours weekly) where the students will be asked to prepare in advance (usually each area of discussion will be identified one week in advance to enable the students to collect and study the relevant material) and actively participate in the discussion. The lectures will also be supported by video tapes. Students' Participation in Seminars In addition to the normal preparation for each seminar, each student will be nominated to lead at least one of the seminars during the semester. Although the other students will still be required to prepare in advance and participate in the discussion, the nominated student will be required to have a wider and more thorough reading of that week's topic than the others in order to be able to lead the seminar. The aim of this type of delivery is to organise and monitor progress in assigned group work and to make appropriate peer group presentations.

Indicative Reading

-426 1. Anderson, Mark & Warner, Victor, Drafting and Negotiating Commercial Contracts, 2 nd Ed., Tottel Publishing (2007). -426 2. Bortolotti, Fabio Drafting and Negotiating International Commercial Contracts, A Practical Guide, ICC Publication, No. 671, (2008). 3. Carrell, Michael, Heavrin, Christina, J.D., Negotiating Essentials: Theory, Skills, and Practices , Prentice Hall; illustrated edition ( 2007). 4. Guth, Stephen, The Contract Negotiation Handbook: An Indispensable Guide for Contract Professionals, Lulu.com, (2008), ISBN: 978-1-4357-0639-2. 5. Haggard, Thomas R., and Kuney, George W., Legal Drafting in a Nutshell, Thomson West, 3 rd Ed. (2007). 6. Kuney, George W., The Elements of Contract Drafting: With Questions and Clauses for Consideration, West Group, (2006). 7. Stark, Tina L., Drafting Contracts: How and Why Lawyers Do What They Do, Aspen Publishers, 2007. 8. Thompson, Leigh, The Mind and Heart of the Negotiator, 4 th Ed., FT Prentice Hall , (2008). 9. Watkins, Michael, Negotiation (Harvard Business Essentials), Harvard Business School Press , (2003). -426 10. It Is A Deal, Win, Win Negotiations, AV 658.452 I78. -426 11. Adams, Kenneth A., A Manual of Style for Contract Drafting, 2 nd Ed., American Bar Association, (2008). 12. Bond, R., Negotiating International Commercial Agreements, Sweet & Maxwell (2000). 13. Butt, Peter & Castle, Richard, Modern Legal Drafting: A Guide to Using Clearer Language , Cambridge University Press 2 nd Ed. (2006). 14. Christou, R., Boilerplate: Practical Clauses, 3rd Edn., Sweet & Maxwell, (2002) -426 15. Christou, R., Drafting Commercial Agreements, 3 rd edn. (Commercial Series.), Sweet & Maxwell (2004). -426 16. Negotiating Skill, AV 658.452 I78 N21 -426 17. Reaching agreements, AV 658.452 I78 R20.

Transferrable Skills

Analysis, Synthesis, Critical Judgement and Evaluation The ability to identify issues, assimilate, evaluate and analyse information to construct written or oral solutions to a problem by bringing together and integrating relevant information, and selecting key material, from a variety of different sources. The ability to present arguments for and against propositions, acknowledging ranking of sources and relative impact in context. Such skills are developed within this module through the following activities: -360b7 Solving well defined (typically hypothetical) problems through report and group discussion; b7 Managing, analysing and rating legal sources in a report; b7 Preparing a summary of selected legal cases from a variety of national jurisdictions; b7 Application of law in a variety of jurisdictions and problem-solving in their legal context. Personal Management, Independence and Ability to Learn The ability to organise and prioritise effectively the expenditure of time and effort in the performance of all aspects of student work. The ability to learn effectively and be aware of their own learning strategies; to manage their own learning development and to reflect upon their learning, seeking and making use of feedback. Such skills are developed within this module through the following activities: -360b7 Meeting deadlines for assessment including a report and individual presentation. b7 Preparing assessed presentation in seminars at a particular agreed time; b7 Accessing materials via a variety of GCU online sources; b7 identifying and accessing primary and secondary source materials in a variety of legal national and international jurisdictions; b7 completion of preparatory work for seminars b7 participation in seminar discussions and in group work. Communication and Literacy The ability to communicate information, ideas, advice and choices in an effective and succinct manner and in plain English without losing focus on key issues. The ability to listen and question effectively, to give and receive feedback and to make presentations addressing an allocated topic within the prescribed time frame. The ability to communicate both orally and in writing (and, where appropriate, by the use of electronic means) using the English language accurately by creating work which is comprehensible to the intended audience. The ability to create documents which are analytical, descriptive and inquisitive using appropriate terminology and recognised methods of citation and reference. Such skills are developed within this module through the following activities: -360b7 presenting written and oral arguments in relation to aspects of Contract Negotiation and Drafting in a clear and cogent manner both to those within the discipline and also to a non-specialist audience, b7 responding to relevant questions and situations appropriately, b7 using plain English and legal terminology accurately in complex arguments when writing a report and other formal exercises, b7 contributing in seminars and group presentation; b7 using accurate referencing and citation. Numeracy, Information, Technology and Teamwork -11 Where relevant and as the basis for an argument, the ability to present and evaluate information provided in numerical or statistical form. The ability to produce and present in an appropriate form a word-processed report or other appropriate format. The ability to conduct efficient searches of websites to locate relevant information; and exchange documents by E-mail. The ability to work productively and cooperatively in different kinds of groups; to establish working relations with others, defining, sharing and delegating responsibilities within the group. Such skills are developed within this module through the following activities: -360b7 Word processed report; b7 Use of Internet and online research to identify legal materials for seminar and the report writing; b7 Seminar tasks requiring retrieval of information using electronic legal databases from variety of legal jurisdictions including Westlaw and other specialist websites b7 Email Communication; b7 Participation in seminar and group work and discussions.

Module Structure

Activity Total Hours
Seminars (FT) 24.00
Lectures (FT) 12.00
Independent Learning (FT) 78.00
Assessment (FT) 50.00
Directed learning 36.00

Assessment Methods

Component Duration Weighting Threshold Description
Coursework 0.00 50.00 35% Group Report 2500 Words & Draft Contract
Coursework 3 n/a 30.00 35% Individual Report - 1000 words
Coursework 0.00 20.00 35% Presentation