This book is designed to help train law students in the skills needed for successful transactional lawyering. Through carefully designed text and exercises, the first part of the book helps students understand and strategically use the different types of contract terms, translate deal terms to precise contract language, use forms appropriately, and spot and resolve ambiguity. Students also practice deal design, due diligence, and negotiating contract language.

The second part of the book consists of four simulated commercial transactions through which students further develop their transactional lawyering skills by structuring, negotiating, and documenting a deal on behalf of a one of the parties to the transaction.

Many of the exercises are based on recent cases or the documents used in real transactions, and thus are both realistic and timely. The exercises are also carefully scaffolded – that is, for each skill, they are presented in order of increasing length and complexity – to facilitate student learning. Throughout, the authors emphasize the importance of knowing the law applicable to the transaction and to each particular term, and how that knowledge should affect how a clause is drafted or a transaction is structured.

The book is accompanied by an extensive teacher’s manual that includes a detailed response to each problem and is supported by a companion web site on which are posted PowerPoint slides for teachers and electronic versions of documents that students are tasked with revising.


Imprint: West Academic Publishing
Series: Coursebook
Publication Date: 04/11/2022
Related Subject(s): Contracts, Legal Drafting

Stephen L. Sepinuck, Vanderbilt University Law School

John Francis Hilson, University of California-L.A. School of Law

CasebookPlus™

This title is available in our CasebookPlus format. CasebookPlus provides support beyond your classroom lectures and materials by offering additional digital resources to you and your students. Anchored by faculty-authored formative self-assessments keyed to our most popular casebooks, CasebookPlus allows students to test their understanding of core concepts as they are learning them in class – on their own, outside of the classroom, with no extra work on your part. CasebookPlus combines three important elements:

  • A new print or digital casebook
  • Access to a downloadable eBook with the ability to highlight and add notes
  • 12-month access to a digital Learning Library complete with:
Multiple-choice self-assessment questions, including:
  • Chapter questions keyed to the casebook
  • Black Letter Law questions (available in select subjects)
  • Subject area review questions for end of semester use
Essay and short answer questions with sample answers and expert commentary, in 1L and select upper-level subjects

Leading digital study aids, an outline starter, and audio lectures in select subjects

Students can still utilize CasebookPlus digital resources if they’ve purchased a used book or are renting their text by purchasing the Learning Library at westacademic.com.

With CasebookPlus, you can customize your students’ learning experience and monitor their performance. The quiz editor allows you to create your own custom quiz set, suppress specific quiz questions or quiz sets, and time-release quiz questions. Additionally, the flexible, customized reporting capability helps you evaluate your students’ understanding of the material and can also help your school demonstrate compliance with the new ABA Assessment and Learning Outcomes standards.

Notable changes from the second edition include:

  • 16 new exercises to help students develop their transactional lawyering skills;
  • Reorganization of Chapter Five (Drafting with Precision) into two separate chapters with carefully re-sequenced exercises, so to properly scaffold the guidance and training on drafting contractual terms;
  • Updating the law with references to more than 125 new cases and other authorities;
  • Expanded discussion of the efficacy of anti-modification and anti-waiver clauses;
  • New discussion of various Rules of Explicitness;
  • Expanded discussion of types and causes of ambiguity in contract language; and
  • New discussion of when to include in a written agreement terms on remedies.

Learn more about this series.