Writing in Contracts and Business Associations Classes

Professor Deborah Zalesne

Even in classes with large enrollments, it's possible to use writing to create or deepen learning opportunities. In my Contracts class, which often has 100 students or more, it's not feasible to do regular graded writing assignments. Instead, in the large classroom I often use low-stakes writing such as "minute papers" or "directed paraphrasing" as a tool to help students formulate their ideas, gauge students' understanding of doctrinal content, and deepen the level of participation in classroom discussion. I also use classroom-based writing to teach practical lawyering skills such as analyzing causes of actions and defenses and drafting commercial documents.

I typically ask students to write down the main idea from one case, or possibly from all the cases covered in a class, or some similar question, such as how the cases relate to prior readings or discussion from a prior class. Or I might ask the students to summarize in well-chosen words a key idea that has been presented during the current class period or the one just past, or I'll ask a more general question, such as "What are the two most significant things you learned during the session?"or "What questions remain uppermost in your mind?" At the end of class, I may ask them to turn their answer over and redo the same exercise.

Though ungraded, these short exercises can serve as powerful indicators of comprehension, clarifying what the students know and highlighting issues. If a student can accurately capture an idea in her own words, it's an indication that she really understands it. The exercises can assist students in organizing a chunk of info or getting hold of a difficult concept, and can provide rapid feedback on whether the professor's main idea, and what the student perceived as the main idea, are the same.

In my Business Associations class, I use many in-class simulations, which are reinforced by formal and informal writing. In the beginning of the semester I assign students to small study groups and each group is assigned one of four roles - three roles correspond to clients having varying interests, and the fourth is an attorney representing the three clients in the formation and operation of a small corporation.

Each group receives a description of the role it is to undertake, and prior to each simulation, students are assigned an issue facing the three clients. Based on their character's requirements, the client groups discuss their optimal outcome, and attorney groups meet to decide how they will counsel the three clients to reach the most mutually advantageous result.

In class, students gather in new groups of four, and each student in the group takes on a different role; each group is made up of one attorney and three clients. The lawyer is generally asked to run the meeting and offer counsel. The clients, who are aligned in interests in many ways, but also have some differing goals, negotiate for the result that is best for the corporation in light of their personal interests. Generally I ask students to write a short description of the negotiation process and the outcomes, sometimes jointly and sometimes separately. Typically I don't grade these short writings, but instead use them to see if students are on track with the material.

By the middle of the semester, the clients have decided to start a corporation and have answered some preliminary questions about its form. Each study group then adopts the role of attorney and drafts collaboratively the incorporation documents, including the Articles of Incorporation, the Bylaws, a Shareholder Agreement, and Minutes of the First Directors' Meeting. This larger writing assignment is then graded and becomes one of two evaluative devices for the course. Students thus write both in an informal, narrative mode to reflect on a lawyering activity and use the formal genres of corporations law to reinforce their learning about course concepts and gain practical experience in professional writing.