Бакалавриат
2026/2027
Переговоры и составление договоров
Статус:
Курс по выбору (Юриспруденция)
Кто читает:
Департамент международного права
Где читается:
Факультет права
Когда читается:
4-й курс, 4 модуль
Охват аудитории:
для своего кампуса
Язык:
английский
Кредиты:
3
Контактные часы:
28
Course Syllabus
Abstract
This is a hands-on course involving developing contract term sheets, preparing contracts, and negotiating key contract terms. The course is intended to better prepare students to represent large and small companies in common transactions. The first portion of classroom time will include lectures and discussions focused on contract terms, drafting common contracts, handling client interactions, and negotiation strategies. The remainder of the class will be spent on group contract drafting and role-playing/practical exercises. Projects (exemplifying real-life transactions) will involve students interviewing clients, crafting contract term sheets based on client goals, negotiating key terms, preparing summary term sheets for definitive contract drafting, and drafting contracts.
At the conclusion of this course, students will be introduced to practical and legal concepts related to contract development. Specifically, students will gain an understanding of the following at the end of the course: (1) students will be familiar with legal aspects of contract development, (2) students will be able to identify sources and elements of contract law, (3) students will understand how contracts are drafted and the correct language to accomplish the goals of the contract, and (4) students will practice and develop contract negotiation skills and how to represent those discussions in contract form.
Learning Objectives
- The main purpose of this practical course is to train students’ abilities to structure complex commercial transactions, learn to assess legal and business risks inherent in deal-making, and feel confident in preparing client-ready term sheets, drafting watertight contracts, and conducting professional negotiations. Students will be able to do the following by the end of the course: • Structure the deal lifecycle: from initial client interview to final contract execution. • Assess and mitigate risks by selecting and tailoring appropriate contractual provisions (indemnities, warranties, termination clauses). • Prepare a comprehensive set of transactional documents, including negotiation memos, redlined drafts, and final definitive agreements.
Expected Learning Outcomes
- Students must gain knowledge on the fundamental sources and elements of contract law (common law, UCC, and international principles) governing commercial transactions; the key structural components of a contract and the main approaches to drafting clear, unambiguous, and enforceable contractual language.
- Students must gain knowledge on the core strategies and tactics of contract negotiation, including preparation, bargaining techniques, concession planning, and deadlock resolution; the particularities of developing standard legal documentation throughout the transaction lifecycle, from term sheets to final definitive agreements; the current practical challenges in contemporary contract practice, including risk allocation, liability caps, indemnification, and termination rights.
- Skills and abilities: ability to use specific contractual terms, drafting conventions, and legal sources correctly in the preparation of commercial agreements; practical abilities to conduct effective client interviews, identify underlying business objectives, and translate them into structured term sheets.
- Skills and abilities: skills to analyse, draft, and tailor key contractual provisions (representations and warranties, covenants, indemnities, and termination clauses) to specific transactional contexts; ability to negotiate key contract terms effectively, build persuasive legal positions, and compose negotiation memoranda and redlined drafts reflecting agreed outcomes.
- Skills and abilities: practical ability to prepare comprehensive transaction documents, including definitive agreements, exhibits, and schedules, in professionally acceptable format.
- Students should gain the following competences: ability to work with information — search, evaluate, and use legally relevant information necessary for fulfilment of professional drafting and negotiation tasks, from various sources (statutes, case law, model contracts, and commentary), including application of a systematic approach to contract analysis.
- Students should gain the following competences: ability to carry out professional activities in the international and cross-cultural business environment, including adapting drafting and negotiation styles to different jurisdictions, counterparties, and transactional contexts.
- Students should gain the following competences: ability to search, analyse, and work with legally relevant information by using juridical, comparative, and other specific methods, including interpretation of judicial decisions and application of precedent to contractual drafting.
- Students should gain the following competences: ability to describe, frame, and resolve legal problems and situations in the field of contract drafting and negotiation, including identifying ambiguities, anticipating counterparty objections, and proposing clear and enforceable contractual solutions.
- Students should gain the following competences: ability to manage the full document lifecycle of a commercial transaction, from initial client consultation through negotiation, redrafting, and final execution, while maintaining professional standards of precision and clarity.
Assessment Elements
- Classroom-based work and attendanceAttendance is important and it is mandatory. Classroom discussions are a key part of this course. Students may have up to two absences, for any reason, without penalty. Students are expected to arrive on time, as punctuality is important for the effective functioning of team-based exercises and classroom discussions. The lecturer sends a list of required and recommended reading materials for each class in advance. Students are required to do their own research using the library and electronic resources. In general, participants of the course are expected to read about 100 pages a week for the Project seminar. Classes will be structured as participative workshops in order to stimulate class discussion. Students are expected to read the materials indicated prior to each class. • use of interactive educational technologies • problem-based lectures based on the Socratic method • work in small groups • extensive home-reading.
- Written Assignment № 1 (Team Project)The first practical task: students will draft a commercial contract based on a simulated client scenario + its defence. Work in small teams. Length: 10-15 pages. Grade: 50% - paper + 50% defense. Detailed requirements for the practical tasks will be send to students in advance.
- Written Assignment № 2 (Individual Project)The second practical task: students will complete an individual drafting assignment based on a new client scenario + its defence. Length: 10-15 pages. Grade: 50% - paper + 50% defense. Detailed requirements for the practical tasks will be send to students in advance.
- Final Written Work Assignment (take-home exam)Form of the exam: Final Written Work Assignment (contract development, take-home exam, 3 hours).
Interim Assessment
- 2026/2027 4th module0.2 * Written Assignment № 1 (Team Project) + 0.2 * Written Assignment № 2 (Individual Project) + 0.1 * Classroom-based work and attendance + 0.5 * Final Written Work Assignment (take-home exam)
