Relevant bar examination topic.

Three semester hours credit.

A study of the basic principles of contract formation and enforceability, including offer and acceptance, mutual assent, consideration, promissory estoppel, and the statute of frauds. The course also considers invalidating causes, such as incapacity, misrepresentation and fraud, duress, mistake, unconscionability, and illegality, and provides an introduction to remedies for breach of contract. The common law of contracts and the relevant provisions of the Uniform Commercial Code, including warranties and their disclaimer, are considered.

Relevant bar examination topic.

Three semester hours credit.

Prerequisites: Contracts I.

A continuation of the study of contracts, including remedies for breach of contract, interpretation of contract language, the parol evidence rule, performance and breach of contract, express and constructive conditions, excuse and discharge, impracticability and frustration of purpose, third party beneficiary contracts, and assignment and delegation. The common law of contracts and the relevant provisions of the Uniform Commercial Code are considered.

Crossover bar examination topic.

Three semester hours credit. Normally offered three times each academic year.

This is an introductory course in the fundamentals of federal income taxation designed to prepare students, as lawyers, to recognize and appreciate the impact of income tax consequences on transactions and events they encounter in the general practice of law, including family law, dispute settlement, real estate, investments of various types and small business counseling. Areas of coverage include the definition and characterization of income, exclusions from income, deductions, and the determination of gain or loss from property transactions. With an emphasis placed on the Internal Revenue Code and Treasury regulations, students are introduced to essential legal skills of learning to read and understand the language of statutes and regulations as well as judicial interpretations and administrative pronouncements.

Relevant bar examination topic.

Three semester hours credit. Normally offered twice each academic year.

A study of the legal doctrines governing the formation, operation, and termination of agency relationships, partnerships, limited liability partnerships, limited partnerships, and limited liability companies, including the rights, duties, and obligations of owners and managers.

Relevant bar examination topic.

Three semester hours credit. Normally offered three times each academic year.

A study of the legal doctrines governing the formation, operation, and termination of corporations, including the rights, duties, and obligations of shareholders, directors, and officers.

Relevant bar examination topic.

Three semester hours credit. Normally offered three times each academic year.

The course focuses on the advantages and risks associated with various methods of payment in commercial and consumer transactions. It surveys many of the state and federal statutes that impact common forms of payment (including checks, promissory notes, letters of credit, credit cards, debit cards, and other electronic fund transfers), with emphasis on Articles 3, 4, 4A, and 5 of the Uniform Commercial Code; the Federal Trade Commission Holder-In-Due-Course Regulations; the Truth in Lending Act and related Regulation Z; the Electronic Fund Transfers Act and related Regulation E; the Expedited Funds Availability Act and related Regulations J and CC; and the Uniform Customs and Practice for Documentary Credits.

Relevant bar examination topic.

Three semester hours credit. Normally offered three times each academic year.

The course deals with the law governing credit transactions secured by personal property collateral. It focuses on Article 9 of the Uniform Commercial Code, with particular emphasis on creating a security interest, protecting it against competing claims, and resolving priority disputes. The course devotes some attention to the creditor’s rights and remedies upon the debtor’s default, and it examines the effect of various provisions of the Bankruptcy Code on those rights and remedies when the debtor files for bankruptcy protection. The course also may examine the effect on secured transactions of Articles 2, 2A, and 8 of the Uniform Commercial Code; the Consumer Credit Protection Act; the Food Security Act; the law of fraudulent transfers; and the Federal Tax Lien Act.

Two semester hours credit. Normally offered three times each academic year. Enrollment limited to 24 students.

This course provides students an opportunity to develop, practice drafting, comment on, and redline the substantive portions of an agreement. The primary goal of the class is to teach students how to translate the terms of a business deal into contract concepts, and draft the contract to close the transaction. Specifically, students will learn how and when to use the basic contract building blocks: covenants, conditions, representations, warranties, rights, discretionary authority, and declarations. The basic parts of a contract will be analyzed in detail and students will learn how to (1) avoid legalese, (2) obtain clarity through document formatting and sentence structure, (3) prevent ambiguity, (4) understand the appropriate use of vague terms, and (5) use various other drafting considerations. Learning how the transactional attorney adds value to the deal by helping the client attain the client’s business goals while avoiding unacceptable risks will be covered as well as several typical ethics issues that arise in transactional work.

Two semester hours credit. Normally offered twice each academic year. Enrollment limited to 24 students.

This course is designed to provide students with the skills necessary to: (1) identify issues that should be negotiated in complex business contracts; (2) draft several key provisions to be included in the final contract as negotiated; and (3) negotiate a “real” business contract. A variety of assignments help to assure each student completes a variety of tasks that need to be integrated based on an appropriate level of legal issue analysis resulting in an effective and usable work product. Skill development also includes an appreciation of business and legal risks that need to be dealt with when negotiating and drafting.

Crossover bar examination topic.

Three semester hours credit. Normally offered once each academic year.

Prerequisites: None but prior or concurrent enrollment in Secured Transactions and Corporations is helpful.

This course is designed not only for those interested in bankruptcy practice, but also for those who anticipate that their practice will involve structuring commercial transactions or litigating business disputes. It examines both legal and financial aspects of business bankruptcy, focusing especially on the process of Chapter 11 business reorganizations. It will consider issues like the causes and prediction of business failures; the decision to seek protection under the bankruptcy laws or to use alternative methods for resolving financial problems; the permissible purposes for which Chapter 11 reorganizations may be used; the operation of the business during the reorganization proceeding; the negotiation and confirmation of a plan of reorganization; the rights of creditors and shareholders in the reorganization; the powers of the debtor-in-possession; valuation of the business; and related tax and financial issues. Students may take both this course and the Consumer Bankruptcy and Debt Collection course; there is very little overlap.

Crossover bar examination topic.

Three semester hours credit. Offered periodically.

Prerequisites: None but prior or concurrent enrollment in Secured Transactions is helpful.

This course focuses on the legal and policy issues raised in debt collection and in personal bankruptcies. It first considers the state law procedures for collecting a money judgment, including garnishment, execution, sequestration, judgment liens, turnover orders, judicial sales, and discovery in aid of collection. It then examines and compares the law and policy of both Chapter 7 liquidation bankruptcies for individuals and Chapter 13 individual reorganization bankruptcies, including eligibility, exemptions, discharge of debt, avoidance powers of trustees, the rights of various classes of creditors, jurisdiction, and procedure. It is intended not only for those who expect to engage in a bankruptcy law practice, but also for those who intend to have a general litigation, family and marital law, estate planning, debt collection, or business practice. Students may take both this course and Business Bankruptcy, as the overlap is minimal.

Three semester hours credit. See Handbook for additional information, including prerequisites.

Students will study the acquisition of a target company by its management through a leveraged buyout. Both the structure of the acquisition as a merger and the structure of the financing, including loans secured by the target’s assets, and investment by venture capital, will be reviewed, as well as other possible structures and financing techniques. Students will draft a merger agreement, a loan agreement, a security agreement, a guaranty, a stockholders’ agreement, an attorney’s opinion letter, and various other documents. Professional responsibility issues will be included.

Three semester hours credit. See Handbook for additional information, including prerequisites.

The problem model will involve a typical transaction in the oil and gas industry. The initial problem will be the “monetization” of an offshore floating oil and gas platform in the Gulf of Mexico. The company owning the platform plans to use its value to borrow money to fund drilling wells in an established reservoir. Students will learn generally about the offshore oil and gas industry, especially producing hydrocarbons from underwater fields and moving them onshore. The platform will be conveyed to a subsidiary which will use it as collateral for a loan from foreign investors. The original owner will pay the subsidiary a monthly fee to use the platform for production. Documents will include the conveyance of the platform to the subsidiary, the use agreement, the loan agreement, a pledge (security) agreement, and a legal opinion letter to the lender.

Three semester hours credit. See Handbook for additional information, including prerequisites.

This course focuses on the development of client communication, problem-solving and contract drafting skills. Students learn about the intellectual property and investment laws of two foreign countries. The main body of the course is built around a multi-party transactional problem which requires the students to draft for a U.S. client a foreign joint venture agreement, a license agreement dealing with patents, trademarks, copyrights and trade secrets, and an international distribution of goods agreement. The students also learn by drafting about the basic documents needed for financing such transactions and about other major contract issues that arise in most, if not all of these transactions—dispute settlement, ethical concerns, the Foreign Corrupt Practices Act, gray market goods issues and export controls.

Three semester hours credit. See Handbook for additional information, including prerequisites.

Students will learn about helping three individuals who want to invest together in commercial real estate. Determining who is the client and drafting an engagement letter will be followed by study of choice-of-entity issues. A limited partnership agreement will be reviewed, and students will draft an earnest money contract for purchase of the real estate. Additionally, students will draft a promissory note, a deed of trust, a guaranty, a security agreement, an attorney’s opinion letter, and various other documents. Environmental issues and real estate title commitments and surveys will be examined. Professional responsibility issues will be included.