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Contract Drafting Class Works on Project with the Breast Cancer Research Foundation

April 07, 2010


Lecturer in Law Ken Adams L'89

Lawyers routinely lend their expertise to charitable organizations without charge. So do law students—witness the University of Pennsylvania Law School’s myriad clinical courses and pro-bono projects, ranging from workers’ rights litigation to criminal defense to environmental advocacy.


But outside the context of clinical courses, it’s rare that students get a chance to do coursework and in the process provide a valuable service to a not-for-profit organization. Yet that’s what students in Ken Adams’s contract-drafting course got to do last fall.
Adams, a Penn Law alumnus, is a transactional lawyer who has morphed into a consultant and speaker on contract drafting. According to The Lawyers Weekly, “In the world of contract drafting, Ken Adams is the guru.” And as part of its “Legal Rebels” project, in September 2009 The ABA Journal named Adams one of fifty leading innovators in the legal profession.
As a lecturer at Penn Law, Adams teaches a seminar on the fundamentals of clear and efficient contract language. The course is built around Adams’s book A Manual of Style for Contract Drafting, a groundbreaking work that has become a standard reference throughout the profession.
In previous semesters, the final assignment of the class has consisted of a redraft of a portion of a contract submitted by a major company to Adams for that purpose; the class would then discuss the redraft with company representatives in a conference call.
But last fall, Adams realized that the seminar could provide a valuable service to the not-for-profit sector. So he contacted The Breast Cancer Research Foundation (BCRF), an independent not-for-profit organization that provides critical funding for innovative research at leading medical centers worldwide and aims to increase public awareness about good breast health.
BCRF welcomed the opportunity to work with Adams and his students and asked the class to review the trademark license agreement it enters into with each of its “Corporate Alliance Partners.” After discussing in class the issues raised, each of Adams’s students submitted a redraft of the contract. Adams then produced and submitted to BCRF a version that incorporated ideas from the student versions. During the last class of the semester, Adams and the students discussed their redraft with Robbie Franklin, BCRF’s director of marketing.
The aim of the project was to redraft BCRF’s contract to make it significantly clearer and easier to read and to reinforce in Adams’s students the value of doing so. Judging by what the students had to say, the project was a success.
One student, William Bruno, says, “Working on the BCRF project was a challenging collaborative effort. And it was eye-opening to see Professor Adams’s less-is-more approach to contract drafting applied in the real world.” An LLM student in the class, Louis-Hubert Pacco, says, “This project showed us that it’s not enough to redraft a contract so that it’s much clearer and more concise. You also have to explain to your client why you got rid of language that they had grown used to and how the efficiencies gained more than outweigh the inconvenience that comes with change.”
And BCRF’s Franklin was pleased with the results. “I’ve long wondered whether we could make our trademark license agreement clearer and shorter and remove some of the deadly legalese. But I’m not a lawyer, so I’ve felt helpless to make suggestions. It was great to have Ken and his students swoop in and give it a makeover. The process was enlightening for me, particularly the give-and-take with the students. Their version has given us a great starting point for discussions with our outside counsel.”
Will this sort of project become a regular feature of Adams’s class? “I think so,” says Adams. “Rather than treat a redrafting project as a purely academic exercise, it makes it much more meaningful if you take the opportunity to assist an organization. And if that organization is a philanthropic one that isn’t willing or able to throw money at lawyers, so much the better.”