Teaching Contract Drafting with Contracts Filed in SEC EDGAR Database

Many attorneys in practice now regularly use “material contracts” filed with the SEC by public companies to help them draft contracts for clients. Law students can also be taught how to search Lexis and Westlaw databases for “material contracts” for sample contract terms. Contract drafting exercises that require students to search EDGAR for relevant examples offer important benefits: EDGAR material contracts may provide examples of contract terms too novel or too specialized to be included in traditional contract drafting manuals; and they teach students to develop their own contract terms by working directly from other contracts. However, such exercises also pose significant risks: many “material contracts” filed with the SEC are badly drafted, and in some instances, may even fail to achieve their ostensible objectives. In order to incorporate the use of EDGAR material contract terms into law school contract drafting exercises, students need to master several distinct law practice skills: devising search terms that return appropriate examples of EDGAR contracts; adapting language from EDGAR contracts to solve specific contract drafting exercises; and distinguishing between effective drafting and erroneous drafting in EDGAR contracts. This session will provide examples of EDGAR contract drafting exercises developed for an upper level Sales Law course, highlighting their strengths and weaknesses as techniques for teaching sales law, and for teaching contract drafting.