Contracts and Commercial Law

This course explores the relationships and interests of the parties to various contracts in the music industry. Contracts to be covered include those governing recording artists, record producers, and personal managers. The course will feature actual contracts, guest speakers, and other sources of information that provide a real-world picture of the U.S. music industry. By the end of the course, students can expect to learn the following: 1. Students will learn how real world factors such as leverage and relationships impact the negotiation and completion of various agreements in the U.S.

This practical skills course teaches the principles of contemporary commercial contract drafting and introduces the student to selected documents used in common business transactions. Examples of such transactions include, but are not limited to, the following: asset purchase, escrow, and web site development. Among the topics to be covered are the business purposes of selected contract doctrines; translating business ideas into contract concepts; drafting the parts of a contract; drafting with clarity and without ambiguity; adding value to the deal; and review and comment on the contract.

The Internet and e-commerce industries are among the fastest growing segments of the global economy. Southern California is a major center of information technology (IT) vendors and e-commerce enterprises. The Internet and IT industries are generating a complex and rapidly developing body of laws that show no sign of abating. Lawyers with an expertise in this area are in great demand.

This course is primarily concerned with Title 11, United States Code, including the comprehensive amendments under the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 (BAPCPA). Some reference is made to previous bankruptcy laws for historical background purposes. An in-depth study is made of the statutory material relating to both voluntary and involuntary bankruptcy, both under Chapter 7 (liquidation) and 11 (reorganizations). The course also includes discussion of the important features of Chapter 13 bankruptcy.

This course involves the study of the formative process of contracts; mutual assent, consideration, effect of the statute of frauds, and parole evidence rule; the remedial process applied to contracts, including measure of damages and other remedies; and the examination of problems of breach of contract, anticipatory breach, and exploration of defenses to contract actions, including conditions, impossibility of performance, frustration of purpose, and discharge. Emphasis is also placed on the Uniform Commercial Code.