Interpretation · Feb 15
Premise. A junior associate has drafted a software-services engagement contract. The senior partner asks you to redline before it goes to opposing counsel. Five clauses, each with a drafting problem rooted in Module V doctrine (parol evidence, integration, ambiguity, plain meaning, course of dealing).
The five clauses. (1) "best efforts to deliver in a timely manner"; (2) integration clause with a "except as may be agreed by the parties from time to time" carve-out; (3) fee "calculated on the basis of standard industry rates"; (4) "in the event of any conflict between this Agreement and any prior agreement, the more recent provision shall control"; (5) merger clause with "all representations made during the sales process are merged into this Agreement."
Your task. For each clause: produce a redline (strike + insert) plus a two-sentence margin note naming the doctrinal problem. Deliverable is a one-page memo.
Mode. Instructor discretion: 45-min in-class workshop with three students walking three clauses on the board, or one-week take-home, or skip. Counts toward Class Participation.
What this lab teaches. How parol evidence rule and the interpretation toolkit operate at the drafting stage, before litigation. The drafting move that prevents the dispute is cheaper than the litigation move that resolves it. The integration clause as the most-misdrafted single sentence in commercial contracts.
Back to the regular sequence: Interpretation.
The five clauses you redlined today live at the intersection of parol evidence, integration, and the canons of construction. The next class reads Mitchill v. Lath and Gianni v. Russell: when does a side agreement survive a written contract, and when does the integration clause swallow it? Your redline of the "except as may be agreed from time to time" carve-out is the drafting move these cases litigate.