In-Class Exercise: Redline Challenge

This class meeting may include a redline exercise on a sample contract. The professor decides each semester whether the exercise runs in class, as a take-home prompt, or not at all. Any work submitted counts toward Class Participation. There is no separate grade for the exercise.

What the lab does

Module V taught interpretation as litigation doctrine: how a court reads a writing after a dispute. This lab runs the same doctrine backward, at the drafting stage, where the cheap fix prevents the expensive dispute. The premise is practical: a junior associate has drafted a software-services engagement contract, and you redline it before it goes to opposing counsel.

Five clauses each carry a drafting problem rooted in Module V doctrine — an indefinite standard of performance, a self-defeating integration clause with an “except as may be agreed from time to time” carve-out, an indefinite price term, a circular interpretive instruction, and a merger clause that overreaches. For each, you produce a redline (strike plus insert) and a short margin note naming the doctrinal problem: parol evidence and integration, ambiguity and the canons of construction, plain meaning, and course of dealing.

What you should be able to do

Spot, in a clause you did not draft, the interpretive vulnerability a court would later exploit, and edit the text to foreclose the bad reading and invite the intended one. Name the doctrine each edit addresses. The carryover lesson is that the integration clause is the most-misdrafted single sentence in commercial contracts — and that the redline you perform here is exactly what the losing parties in Mitchill v. Lath and Gianni v. Russell should have done before they signed.