Negotiation and Contract Drafting

Module 9


Michael Friedman

Negotiation is omnipresent in virtually all legal and corporate arenas. In transactional settings, an appreciation of negotiation dynamics is essential not only for achieving a favorable contract, but also for creating an atmosphere conducive to an enduring (successful) business relationship. The negotiation course will present some of the basic practical and theoretical considerations encountered in two-party negotiations. Working alone or as pairs, students will conduct a number of simulated negotiations (case studies) which are designed to illustrate key principles and provide a basis for discussion and comparative consideration of the effectiveness – or ineffectiveness – of various strategies and tactics. Particular emphasis will be placed on introducing students to various conceptions of the negotiating process (including the impact of individual bargaining styles) and practical considerations in respect of distributive and integrative negotiation. Other topics covered include negotiation ethics, behavioral findings, negotiation planning tools and communication styles.

Drafting International Sales Contracts

Prof. Dr. Stefan Kröll

Sales contracts are the backbone of international commerce. Using the sales contract governed by the CISG as an example the course addresses what considerations parties have to take into account when drafting international contracts. Against the statutory background of the CISG, which will first be explained, the need for regulation will be evaluated and drafting advices will be given for particular clauses. Topics covered are the role of the relevant statutory background and its determination (choice of law), problems of contract conclusion and inclusion of standard terms, description of the goods and examination duties, INCOTERMS, regulation of remedies in particular penalty clauses, regulation of changed circumstances, the Model Sales Contract by the ICC, special problems of more complex contracts.

MLB Students Reach around the Globe in a Simulated Negotiation

Professor Friedman writes about the 2016 negotation simulation between the MLB students and MBA students at the Kyoto Graduate School of Management (GSM). Three MLB students were involved in drafting the best agreement.

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