Contract Drafting Class 7 University of Houston Law Center Feb. 8, 2011 D. C. Toedt III.

Contract DraftingClass 7

University of Houston Law Center

Feb. 8, 2011

D. C. Toedt III

Today’s class

Coming soon ….

In the news

Passive voice exercise

Letters of intent / prenegotiation agreements

Confidentiality agreements (“NDAs”) (if time permits)

In the news:

“Material” contract? Might have to be filed w/ SEC, available on EDGAR

News commentator is asked “will it work?” How should he respond if he thinks “no!”?

In the news:

U.S. cancels contract, demands $1.3B refund Contractors sue to rescind cancelation,

saying it’s the Government’s fault U.S. invokes state-secrets doctrine to withhold

evidence of (alleged) Govt. mismanagement Q: Should contractors have negotiated

specific contract provisions for state secrets?

Link: SCOTUSBlog

http://www.scotusblog.com/case-files/cases/general-dynamics-corp-v-united-states/?wpmp_switcher=desktop

In the news: Jose Cuervo settles “crow” trademark lawsuit by Jim Beam

JC breaches settle-ment agreement; JB sues

JC says, it’s not a material breach

Court: Tough - damages anywayLink: Opinion Blog

http://www.law.com/jsp/nylj/CaseDecisionNY.jsp?id=1202480086862&pStyle=decision&src=EMC-Email&et=editorial&bu=New%20York%20Law%20Journal%20&pt=New%20York%20Law%20Journal%20Case%20Alert&cn=case020311&kw=Jim%20Bean%20Brands%20Co.%20v.%20Tequila%20Cuervo%20La%20Rojena%20S.A.%20De%20C.V.,%20600122/08&slreturn=1&hbxlogin=1

http://lawprofessors.typepad.com/contractsprof_blog/2011/02/jim-bean-v-jose-cuervo-a-lesson-on-material-v-minor-breach.html


Instructions: Download the Word documentDo #1, 2 (others will come later)

After the exercise, I will provide a link to the article from which these examples were taken.


1. There is a considerable range of expertise demonstrated by the spam senders.


2. It was determined by the committee that the report was inconclusive.

Letters of intent

Letter of intent overview

Purpose – use them? Or not?

Is there a more-accurate name?

Binding or nonbinding? What parts?

EXERCISE: Brainstorm points to consider covering, then draft key language

REVIEW actual sample (DCT to show)

Defined term: Business discretion

“IF: This Agreement commits a decision, determination, or action to a person's business discretion; THEN: That decision, determination, or action may be taken in the person's sole and unfettered discretion, with a mind solely to the person's own wishes and not those of any other person, and without reference to any putative standard of reasonableness, good faith, or fair dealing.”

Confidentiality agreements

Ubiquitous Dangerous – Celeritas v. Rockwell

Celeritas v. Rockwell

NDA had a marking requirement, but jury didn’t seem to care

Video deposition excerpts were deadly

Trial counsel got fired afterwards

Appeals court reversed and rendered the patent verdict, but upheld the trade secret verdict - $57 million

Celeritas v. Rockwell

“Significantly, Rockwell did not independently

develop its own de-emphasis technology, but

instead assigned the same engineers who

had learned of Celeritas's technology under

the NDA to work on the de-emphasis

development project.”

Contract Drafting Class 7 University of Houston Law Center Feb. 8, 2011 D. C. Toedt III.

Documents

Transcript of Contract Drafting Class 7 University of Houston Law Center Feb. 8, 2011 D. C. Toedt III.