Syllabus: Contract Drafting Spring 2025

Our course book is Contract Diamond Lanes, an online HTML file that's free for students. This is a work-in-progress — it's an extensively-revised and -updated version of the previous materials, Notes on Contract Drafting. I'll be posting new chapters in time for the assigned reading; in the meantime I'm leaving the former version up, and the Canvas.

Here is some optional supplementary reading — but my online course materials contain everything on which you'll be tested:

• Professor Tina Stark, Drafting Contracts: Why Lawyers Do What They Do (2d ed. 2013, approx. $100). Disclosure: Tina is a longtime professional friend and mentor.
• Professor Diana J. Simon, The (Not Too Serious) Grammar, Punctuation & Style Guide to Legal Writing (Caroline Academic Press 2023 [sic], approx. $30). The link should get you a 10% discount for buying directly from the publisher, which sent me the link and a review copy (the link might have expired by now).
• David Frydlinger, Kate Vitasek, Jim Bergman, and Tim Cummins, Contracting in the New Economy: Using Relational Contracts to Boost Trust and Collaboration in Strategic Business Relationships (Palgrave Macmillan 2021, approx. $40). Disclosure: I've known Tim for many years via WorldCC and Kate for a shorter time; Jim is a WorldCC alumnus and a longtime business friend.

Our primary course objectives and learning outcomes are to give each student an initial, survey-type exposure to the following tools of the contract drafter's and reviewer's trade:

1. Techniques for drafting simple, understandable sentences and paragraphs to cover complex topics;
2. (New:) Experimenting with AI such as ChatGPT or Gemini or Perplexity large-language models ("LLMs") to see what they can do and learn a few ground rules (e.g., protecting attorney-client privilege and always double-checking for hallucinations);
3. Important legal doctrines, e.g., laws governing interest charges, indemnities, implied warranties, etc.;
4. Crucial business- and legal issues — we'll focus on nearly all of the most-commonly-negotiated terms in commercial contracts,¹ as well as looking at some fundamental issues in M&A deals;
5. Practicing spotting and fixing language ambiguities that could cause problems down the road;
6. Educating — and, perhaps, persuading — likely future readers such as business people, judges, and jurors;
7. Finding and harvesting useful "precedents" (past contracts);
8. Recognizing when to ask the partner or the client — and getting in the habit of documenting that you did so (because a paper trail can help keep your supervising partner(s) happy, not to mention your firm's risk-management committee and your malpractice-insurance carrier).

First: Do NOT assume that we will "cover the material" in class.

We have a total of about 35 hours together in class. That's not nearly enough time to do justice to all the material you'll need to be aware of in order to start being a competent contract drafter or reviewer. Possibly more than in your other courses, you'll need to be sure to do the reading if you want to get maximum benefit from the course.

As discussed below, the "sage on a stage" lecture approach has been shown to be significantly less effective when it comes to comprehension and retention. For that reason, we will focus much of our class time on trying to make sure you understand and retain as many crucial points as possible through spaced repetition (discussed below) of key concepts.

Second: This course isn't like a driver's ed class, where completing the course will make you at least minimally competent to "go out on the road" by yourself. Becoming a competent contract drafter will take more time and practice than can be provided in a single three-semester-hour course.

Even after you finish this course, you likely will — and should — worry that you don't know what you don't know.

You could think of this course as being akin to a surgical-tools class in medical school, where medical students learn the basics of using scalpels, clamps, suture needles, and other surgical tools, and practice using those tools by doing a few simple procedures on an anatomical mannequin.

•  Completing such a med-school class, without more, should not mislead a student into feeling "comfortable" doing any kind of surgery on a live person. That's why newly-graduated doctors must still spend years in residencies to learn their trade.

•  Much the same could be true if you were to try drafting a contract for a real client with no training other than this course.

In this course, we will practice good drafting skills — in part — by revising the work of others. This reflects what you're almost certain to see in practice: Contract drafters spend far less time drafting contracts than they do in reviewing and revising others' drafts, whether a given existing draft was prepared by "the other side" or was used in a previous deal.

Even when you're the one who must prepare the first draft, your supervising attorney will almost always tell you to find a previous form of agreement and modify it (and perhaps will suggest one), instead of starting from scratch with a blank screen.

We will do lots of short exercises and quizzes:

• Some of this will seem repetitive.
• It also will seem to jump around from topic to topic.

A very-few students absolutely hate this approach — it strikes them as disorganized and unsettling; they want a linear, one-and-done treatment of each topic — but spaced repetition is a (key) feature of this course. Many of the haters wind up changing their minds later; see the "social proof" discussion below (1.10).

Spaced repetition been shown to be far more effective at promoting long-term memory than sage-on-a-stage lecture, repetitive reading, and highlighting — and far more effective than cramming. When you graduate, you'll be better served by having really learned, in depth, some key concepts that you can apply and extend to new situations, than by having been superficially exposed to concepts but that quickly fade from your memory.

(See generally the sources linked in the Wikipedia article at https://goo.gl/4PRZTy.)

Space repetition also mirrors real-world law practice, where you'll use knowledge repeatedly, sometimes at random intervals. This is indirectly reflected in some of the comments I've received over the years from practicing lawyers who took the course as students (emphasis is mine):

•  From a former student, by then a second-year BigLaw associate: "I am working in transactional/M&A and I have to say your course is by far the most useful in my practice, especially as experiential courses go. Although I was not sure I enjoyed the spaced repetition in the class, I think it inevitably helped me retain the concepts. In practice, I don't review notes from law my Themis bar review course or 1L contracts, I review the notes from this course."

• "I liked the practical approach of the course – very effective teaching technique by using repetition and in class exercises."

• An email from a former student: "My classmate and I won [that year's] contract drafting competition here at UH! We both took your contracts drafting class in Spring [year] and I just wanted to thank you for sharing your knowledge of contract drafting. Your teaching style helped solidify my understanding of contract law, and we wouldn't have won without your class!"

• "The course is very practical …. I enjoyed his repetition style that allowed internalizing concepts, and the periodic quizzes that helped foster needed reviews and flashback to further the learning process. …"

• From a former student connecting on LinkedIn: "Hope you're doing well! I took your contracts drafting class about 3 years ago at UHLC, and I have to say it has been one of the most useful courses I took in law school."

• From an email from a then-current student: "I had the opportunity to redline a software agreement for the company I intern with and the Contracts Lawyer told me I did a very fine job. … The lawyer asked me how I was so well attuned to the various ways in which the software providers tried to undermine our company's bargaining power. … I was amazed at how easily I could identify problematic language. …"

In traditional Socratic method, law students have to read a lot of material in advance, with little or no oral instructor guidance. Then in class, the instructor grills students on the material.

I prefer a different approach: I like to talk through some of the specific online reading material that supports upcoming writing assignments and/or take-home quizzes (see 3.3). When I do that, I'll show the online material on the classroom screen, scrolling through the material as I talk — I normally won't use PowerPoint — and answer student questions in real time.

This will give you a head start on absorbing the reading material. And your reading of the material, some time after having seen and heard the preview, will itself be a form of spaced repetition.

In each class period:

• From the online daily class plan (usually), I pose client-focused fact scenarios and specific questions that you'll discuss in your small groups. Often, I'll pose a follow-up scenario or question orally (not "verbally").
• Then, mostly, I spin an online wheel to choose an individual to call on to answer the written questions in that exercise. The idea behind the small-group discussion is that every student is to be prepared to answer every question for that exercise.
• If I call on you but you're unsure about the answer, you're always free to look things up, or to consult your groupmates ("phone a friend"). Obviously the sooner you can answer, the better. Just as in law practice, an answer such as, "Hmm, let me check on that" is far, far better than guessing … or BS-ing.
• In addition, I'll often ask for comments from other students and will usually offer my own perspective (see 1.9) and/or additional comments.

This problem-solving focus is a form of what pedagogy researchers call "active learning," which research has shown is like working out at the gym: Some people don't especially care for it, but it pays off. As summarized in a 2019 Harvard physics-department study:

Comparing passive lectures with active learning using a randomized experimental approach and identical course materials, we find that students in the active classroom learn more, but they feel like they learn less. We show that this negative correlation is caused in part by the increased cognitive effort required during active learning.²

Many students in this course have come to see the benefits; the comments below are from end-of-course evaluations except as indicated (emphasis is mine):

•  "Sometimes I wouldn't really 'get' something from the readings, and talking with my group is what helped the material click."

•  From an email from a former student: "I know it has been a few years since I took your course, but I wanted to shoot you a note to let you know – I am in my soon-to-be third year of practicing commercial real estate law in Houston, and I still use the tools and tips from your course daily. All of your homework assignments and class discussions made a huge impact on my writing style as a transactional attorney."

•  From in-class "group whiteboard" comments at the end of a semester (with me out of the room): "We liked [written questions for small-group discussion in class]. Makes it less stressful than cold calling and its [sic; it's] like the real world to ask for help. Get to benefit from smart teammates! :)"

•  "Throughout undergraduate and graduate school I have never enjoyed group work during lecture but in this course it really was beneficial. Talking with my peers during each course made me feel confident and less worried about whether someone else was 'smarter than me.' The group dynamic Professor Toedt facilitated puts all students on the same level and not only forces us to teach each other and learn together but also helped me create better friendships with some people in the course. Highly recommend this class."

•  "[The] emphasis on group collaboration and constant engagement in ensuring that students were learning through mediums of real-world practically made this class an absolute pleasure. He had set up the class in such a way where students were learning through their engagement with each other and with the help of brainstorming and the professors guided assistance learning these concepts didn't simply become ‘study and dump' but meaningful and engaging learning."

•  Other comments: "Definitely facilitated group discussion." "Allowed us to work together and share ideas."

•  "The discussion-based class format combined with spaced repitition [sic] and the homework quizzes helped make the material more concrete."

I'll regularly summarize recent occurrences from my own law practice, along with showing selected documents — sanitized, of course — usually with explanatory annotations.

This course reflects many of the lessons I've learned — sometimes painfully — in practicing law since 1982:

• I "came up" doing complex litigation in one of the largest IP-litigation boutiques in the United States, where I was a partner and member of the management committee.
• Eventually, I went in-house as vice-president and general counsel of one of my major clients, a newly-public software company that I'd helped the founders to start.
• As an in-house counsel, the overwhelming majority of my day-to-day work involved helping the business people negotiate contracts of various kinds. This included mainly routine commercial deals, but on a couple of occasions it involved our acquiring other companies or technologies — and, ultimately, our own "exit," when we were acquired by one of the world's largest software companies.
• As a sole practitioner since then, my client work has been much the same as when I was in-house.

Following the sales-and-marketing principles of (i) using social proof, and (ii) "setting the hook," here are some student comments from UH Law Center course evaluations; from virtual-whiteboard feedback at the end of various past semesters; and from the occasional email from former students:

• From a student who just finished the final exam: "I thought you might like to know, I started my summer work yesterday, and I am already seeing the applications of the class."

• From a student in an end-of-course evaluation: "I saw what I learned in class be used at my job, so that was great to be able to use what I learned already as a student practicing."

•  From a student working at a law firm: "Often I found myself able to apply material from the course to projects at work the very next day."

•  "… You also offered so much practical wisdom about the practice of law that we did not receive from our other courses. I can also still hear your voice in my head saying "ATP, Ask the Partner!" when an issue pops up that I am unsure of. … I recommend your class to every UHLC student I come across who is considering transactional law. …"

•  "We like the focus on real world application. Is helpful to have a variety of topics covered."

•  The ambiguous/vague examples are great.

•  "Please continue to include the memes, dad jokes, puns, etc."

•  "One [four-student] group member thinks spreading [sic] one assignment to mid November would be great. The other three members promptly told this member to leave the room."

• An email from a student just after a class: "[Y]our tying current events and facebook snafus into the class plan really helps keep things interesting. The 'dead or alive' one today was pure gold!"

• "His course is different from the norm and his methods are refreshing. … Professor Toedt's approach allows students to figure out the issue on their own but provides students with the tools necessary to reach an answer (which he then explains/corrects)."

• "I like the in class exercises. Very helpful to lock in the concepts. I would recommend more of these types of exercises throughout the class. Amount of reading was reasonable."

• "One of the best classes of my time in law school. Great progressive approach to teaching. I can only hope that UH will adopt Toedt's methodology for other classes."

• "You learn piece by piece the process throughout the semester to be able to effectively draft/redline contracts."

• "I really enjoyed your class. At every class, I felt like I were a summer associate studying under a law partner and the partner (you) would take us to nice, low-key lunches and shared with us a bunch of practice tips through the [reference clauses in the course materials]. I really appreciated all the guidance. I like the formal drafting assignment (employment letter) a lot."

• "I've taken many courses at UH Law School, and I must say that this course was taught in the most ‘real-world application' style in comparison to my previous courses. My experience with courses in the past was shaded by the bombardment of textbook pages and black and white material. What this class did phenomenally was apply the concepts of contract drafting in such a way that if I was to go into practice tomorrow, the tools that I have acquired in this class have made me more than adequately prepared. In light of these comments, I stress that So again, I must say thank you. Thank you for not only taking time to develop the extensive course material but to also genuinely care in the process of teaching and learning that each of the students go through. This has been truly an unforgettable learning experience."

• "Great job! Loved the quizzes. Very helpful class."

• "… really enjoyed the approach to class and quizzes."

• "I liked both the class and instructor and would recommend this course."

• "This was a great class, Professor Toedt's approach to teaching is clear and concise."

• "… I really like the approach of having different sections of a contract due as homework every week. This helped me really learn about the different sections and helped me stay on track to writing an entire contract by the end of the semester. …"

• "Very insightful and practical class. The professor is very effective in conveying the information in a rememberable and engaging fashion. I truly enjoyed this course and will be using what I learned in practice next year. Thank you, Professor Toedt!"

In response to a feedback survey question, What are you most proud of having achieved in this course?/

• "Breaking down a wall of words! Used to be very scary but now is less spooky."
• "Learning how to spot ambiguous language (I see it everywhere now)."
• "Learning the implications of how terms can play out in court, and how to draft to avoid confusion in litigation."
• "I can find ambiguities in everyday life now."
• "Good review of contracts concepts before bar prep next semester."
• "I pay closer attention to word choice."

About the pass-fail early drafting homework assignments:

• "Good exercise without the worry of being graded. Gives us an opportunity to have feedback on our contract writing style; good to get feedback on them in class of what people did well or not so well."

• "Great exercise and very useful; the pass/fail aspect of it helped take the pressure off so that students can focus more on learning."

• "The time required for homework was just right. It also allowed us to reinforce what we read through practice." "We liked doing ‘group' homework. Gave us an opportunity to reflect."

* * * 

Not everyone was so enthused; here are some less-positive comments, along with my responses.

• "The classes felt a little haphazard on a weekly basis." (From a different student's review:) "[T]he course is extremely unorganized …." DCT RESPONSE: The topics covered in the course are arranged to get students comfortable and gradually bring them up to speed. And, as noted at 1.5 above, spaced repetition can indeed feel like jumping around, but it's key to the approach of this course.

• "I thought some of the reading assignments were a little long. It just looks daunting and I am not motivated when one section has 20-50 subsections." DCT RESPONSE: Noted — I've redone the reading assignments to indicate more what must be read closely, versus what can be merely looked over or skimmed (so that you'll likely remember that it's there and can look it up if you ever need it in the future).

• "I felt like we spent a ton of time revising contracts and simplifying them, but I'm still not sure that I have a great grasp of all the sections of a contract." (From a different student's review:) "I liked that the class stressed practical knowledge and what to look out for when reviewing contracts but I do not feel like that this has translated into me feeling confident (or even semiconfident) writing or reviewing a contract in real life." DCT RESPONSE: It's normal not to feel confident until you've had a fair amount of real-world experience that didn't blow up on you. Think back to when you first drove a car by yourself: You probably were just a bit nervous — and that was entirely appropriate.

• "To me, I think the stress of a contract for a law student is the idea of, if you're assigned to write up a contract from scratch, your thought is, where do I even begin?" DCT RESPONSE: Noted; I'm thinking about how to remedy this with some kind of step-by-step procedure — although as pointed out above, contract drafters almost never start with a clean sheet of paper or a blank computer screen.

• "I would appreciate a little bit more traditional lecturing as opposed to asking us to discuss what we thought was helpful or surprising about the reading. I always left class unsure of whether I learned material properly. I enjoyed the break out rooms and working with the other students in the class the most." DCT RESPONSE: Noted, but the desire for traditional lecturing seems to be a minority view — and pedagogical research has shown that lecturing is one of the least-effective ways of information transfer.

On the last day of class, we'll do a Jeopardy! game as a course review; you're welcome to use the game during the semester in flash-card format.

Also on the last day of class, I'll bring pizza for the section (6:00 p.m. or 7:30 p.m.) that has the highest average (i.e., per-person) point total on Canvas.

(From the Law Center administration:) Please check and use your Cougarnet email for communications related to this course. To access this email, login to your Microsoft 365 account using your Cougarnet credentials.

Computer use in class is not just encouraged but required; you'll need in-class Web access for many of the in-class exercises. If this will be a problem, be sure to contact me well in advance.

(You might, however, want to rethink the extent to which you use laptops in your other classes; see, e.g., this NY Times article [it's a non-paywalled link] by a professor at the University of Michigan about how classroom laptop users not only do worse than those who take notes by hand, they also interfere with the learning of non-laptop users around them.)

I'm a practicing attorney and arbitrator; I normally don't have to miss class, but it has been known to happen, e.g., when I've had out-of-town commitments. There have also been times when we've had to cancel class due to weather.

(And on the evenings of Game 7 of the 2017 and 2019 World Series, we canceled the evening class — sadly, we didn't have to do that in 2021 because the 'Stros were eliminated in Game 6, but happily, in the 2022 Series they sealed the deal on a non-class night.)

The ABA requires 700 minutes of instruction for each credit hour; that means we need 2,100 minutes of instruction for our three-hour course. We will achieve the needed minutes of instruction by:

1. meeting for 80 minutes per class for 26 class meetings, vice the normal 27 scheduled class meetings, to get 2,060 instruction minutes;
2. making up the remaining 40 instruction minutes via "online" instruction in the form of emails, feedback on drafting assignments, and other interactions, as permitted by ABA rules;
3. using the resulting "spare" classes #27 and 28 as makeup days if necessary, otherwise ending the course at #26; and
4. as a last resort, meeting on one of our scheduled Friday-evening makeup days (not the situation of choice, and I've never had to do that).

My "default mode" is not to record class sessions, but I have no objection if a student wants to record a class, nor to sharing recordings with other UHLC students.

The following is a UH-required element for the syllabus as provided by the Associate Dean's office:

Students may not record all or part of class, livestream all or part of class, or make/distribute screen captures, without advanced written consent of the instructor. [DCT note: See above for my consent.]

If you have or think you may have a disability such that you need to record class-related activities, please contact the the Justin Dart Jr. Student Accessibility Center (formerly the Justin Dart, Jr. Center for Students with DisABILITIES).

If you have an accommodation to record class-related activities, those recordings may not be shared with any other student, whether in this course or not, or with any other person or on any other platform.

Classes may be recorded by the instructor.

Students may use instructor's recordings for their own studying and notetaking.

Instructor's recordings are not authorized to be shared with anyone without the prior written approval of the instructor.

Failure to comply with requirements regarding recordings will result in a disciplinary referral to the Dean of Students Office and may result in disciplinary action.

(Extra paragraphing and bullets added.)

There is a chance that your contributions to class discussion, whether voluntary or while on call, may be included in the recording. Your continued registration in this class indicates your acquiescence to any such incidental recording for the purposes described above.

Typically, the daily class plan for the last class session will include a block of time where I leave the room for ten minutes or so, so that students can fill out course evals.

• The school's required final grade average is 3.20 to 3.40. My usual practice — but not a guaranteed one — is to "move the curve" up or down as necessary so that the average is at or near the high end of the required range.

• Each course section is curved separately.

• Because of the required final grade average, you're likely to get get very-high raw scores on the homework assignments and final exam. This means that the Canvas system might show you as having an "A" grade based on your raw scores, but your final grade will depend largely on how well you do relative to the other students in your course section.

• Your final raw score is based on the total possible points stated below: Your course grade will be based on how many of these points you earn AND ALSO how well others in your section do. (Note how the total-points number is not stated in this paragraph; this is an example of the D.R.Y. Guideline — Don't Repeat Yourself — to reduce the chance that the number might be changed in one place but not the other.)

Each item is discussed in more detail in the following sections.

ITEM	POINTS
Attendance (see below)	100
Quiz 1	20
Quiz 2	50
Quiz 3	60
Quiz 4	120
Quiz 5	100
Drafting assignments	100
Final exam	400
TOTAL POSSIBLE RAW POINTS	950

Every student starts out with the above "freebie" points for class attendance, but can lose points for missing class, as follows:

TOTAL CLASSES MISSED*	TOTAL POINTS LOST
1	0
2	10
3	30
4	60
5 or more	all 100

* See below.

This means, of course, that students who miss more than one class will have to do that much better on the final, the quizzes, and homework in order to keep up with their classmates on the school-required average.

Freebie absence: If you're going to use your freebie absence, please let me know by email.

Some absences won't lose points:

• I don't count absences during the first week for newcomer students who join the class during adds and drops.

• I don't count absences for "official" law school travel, e.g., for moot-court competitions, etc., as long as I'm informed in advance. (This seems of marginal relevance during the pandemic.)

• I also don't count up to two absences for illness — your own, or that of someone for whom you need to care, e.g., a child. If you're ill and we're meeting in person, please don't come to class and infect the rest of us. Please email me if you'll be absent for illness; I'll take your word for it without a doctor's note.

• Other absences, e.g., for job interviews, office visits, work trips, etc., will be counted as missed classes and will lose points as set forth above; please schedule accordingly.

• If we have to meet online via Zoom, I will generally take attendance by taking a screenshot of the Zoom participant list.

Attendance record: If I see that you're absent, I'll record that with a dated handwritten note on your printed name tent (which I'll pass out at the beginning of the semester) and then manually log the absence into the Canvas grade sheet. If I make a mistake, please email me and I'll correct it. but I won't consider correction requests after the start of the next class period. (This is an example of the "Sunset Principle" of drafting [link to come].)

Why attendance is especially important: The class attendance policy arises from the fact that we will be doing:

• a significant amount of in-class discussion; and
• a significant number of in-class exercises in small groups.

Consequently, it's important for all students to attend each class, not just for their own benefit, but so that their teams won't be shorthanded.

School policy requires attendance at 80% of the class meetings for each course. We will meet a total of 26 times; rounding to the nearest whole number of classes, a student therefore must attend at least 21 class periods to comply with the 80% rule.

(In one semester's end-of-course evals, a student complained that I didn't allow students to take the maximum five missed classes allowed by Law Center attendance policy. It's not that I don't "allow" students to do this; students are free to make that choice.)

Students will draft a couple of simple agreements for "MathWhiz," a hypothetical client.

Successive drafts will be due — uploaded as Word documents to Canvas, NOT emailed to me — at various dates as indicated in Canvas.

Students are free to work collaboratively, but if you partner up with anyone, be sure to note that on your submission.

You are not to use ChatGPT or other AI assisstance (see 6.4 for Honor Code implications). I need to see your work — not least so that, if (when) in the future you use any kind of AI in your practice, you'll be able to intelligently judge the quality of the AI's work product.

Pass-fail but partial credit: Most drafting assignments are pass-fail, meaning that a student who does a decent job will get the full points. But: If a student's submission doesn't measure up but I feel that the submission deserves more than a "fail" grade, then I reserve the right — in my sole and unfettered discretion — to give partial credit instead of zero points.

WARNING: The "no copying and pasting" warning just above about quizzes applies equally to drafting assignments — feel free to borrow language but don't just do it by rote.

The final exam:

• will be timed for 30 minutes (except for students with accommodations), at the one-hour time period scheduled for the final exam (except for students who reschedule due to exam conflicts). You can start the exam any time during that period but will have only until the end of the scheduled period in which to finish it;
• will consist in large part of what amounts to a quiz on steroids;
• will take place on Canvas (and can be done from anywhere);
• will be open-book, open-notes, open-browser — but no communication with anyone else, whether by text, email, IM, or anything else; and
• will show you one question at a time (see the explanation at 3.3.2).

The Honor Code will apply; there will be a one-point question asking you to certify compliance.

What's fair game for the final exam? Anything:

• in the assigned reading materials, especially the "Pro tips" and "Cautions";
• in the homework, quizzes, and in-class exercises.

As permitted by law-school policy, I reserve the right:

• to award discretionary increases in student grades by one-third of a grade level for excellent class participation, e.g., from a B to a B-plus, assuming that this doesn't cause the class average to exceed the maximum permitted; and
• to reduce grades for sub-standard class participation. (I've almost never reduced anyone's grade, except some years ago for a couple of students for whom it was like pulling teeth to get them to participate even minimally.)

My contact information: I can be reached at my email at the top of this document. (I'm not repeating the information here, following the D.R.Y. principle: Don't Repeat Yourself for data that could change.)

I respond pretty quickly to email questions. If I think that a question might be of interest to other students, I'm likely to copy and paste it (possibly edited, and with identifying information redacted) into an email to one or both sections.

As a "professor of practice" (a fancy name for senior adjunct faculty), I generally don't physically come to the school except to teach class.

I'm happy to meet with students — at the school and/or by Zoom — as follows:

HOW	WHEN	APPT. NEEDED?
Zoom video or phone	M-F 3:00 p.m.	Yes
Zoom video or phone	Other times (email me)	Yes
In person at UHLC	M or W 5:30 p.m.	Yes
In person at UHLC	M or W 7:20 p.m. (ten minutes)	No

I strongly encourage all students to make at least one appointment during the semester to discuss any questions that they might have.

For spring 2025, I don't expect that we will have to do any class meetings by Zoom; in case we do, here are some ground rules that you will be expected to follow:

1.  Be somewhere that your colleagues (and you) won't be overly distracted by noise and/or guest appearances by dogs, children, etc. (I'm pretty easygoing about these things, but be considerate of your classmates.)

2.  Your computer must have a working video camera and quality audio capability. (You might need an external microphone and/or a headset for decent audio quality.)

3.  You must join by video, not just by an audio-only phone connection.

4.  Leave your camera on, but it's fine if you need to step out for a minute, just as if we were meeting in person at the Law Center.

5.  Please be sure to speak up so that others can hear you. (Also, watch your mute button.)

6.  Be sure your name is shown in your Zoom profile, so that I'll know who's speaking.

The following is mandatory language from the University.

Due to the changing nature of the COVID-19 pandemic, please note that the instructor may need to make modifications to the course syllabus and may do so at any time. Such modifications could include changes to the mode(s) of assessment for the course. Notice of such changes will be announced as quickly as possible through email.

This is an inclusive learning space.

At UHLC, we are committed to ensuring inclusive online and classroom learning spaces, where you’ll be treated with respect and dignity, and where everyone is provided the equitable opportunity to participate, to contribute, and to succeed.

In this course, all students are welcome regardless of socio-economic status, age, race, ethnicity, disability, religion, national origin, veteran’s status, sex, sexual orientation, gender identity, gender expression, political affiliation, marital status and other diverse identities that we each bring to class. Our class is richer for this diversity.

Inclusive learning spaces facilitate the innovation and creative thought that enhance student success. This success arises from the participation, support, and understanding of you and your colleagues. I encourage you to speak up and to share your views, but also understand that you are doing so in a learning environment in which we’re all expected to engage respectfully and with regard to the dignity of all others.

If you feel like your class performance is impacted in any way by your experiences inside or outside of class, please reach out to me. I want to be a resource for you. If you feel more comfortable speaking with someone besides me, Student Services is an excellent resource: 713- 743-2182.

Finally, I encourage you to bring any issues negatively impacting UHLC’s openness to diversity and inclusion to the Law Center’s Diversity and Inclusion committee. The D&I committee’s charge includes “[building] on the Law Center’s strengths as a diverse and inclusive environment.” You can contact the committee directly at UHLCD&I@uh.edu.

Your suggestions are encouraged and appreciated. Please let me know ways to improve the effectiveness of this course for you personally, or for other students or student groups.

UHLC is committed to ensuring that all students enjoy equal access and full participation and to complying with Section 504 of the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1990, pertaining to the provision of reasonable academic adjustments/auxiliary aids for disabled students.

In accordance with Section 504 and ADA guidelines, UHLC strives to provide reasonable academic adjustments/auxiliary aids to students who request and require them.

If you anticipate or experience barriers based on a disability (including any chronic or temporary medical or mental health condition), please feel free to reach out to me so that we may discuss options. If you require any support services, you may contact Ms. Samantha Ary, Academic Records Coordinator. Ms. Ary is located in room 44A TU-II in the Office of Student Services suite, and she can be reached at sary@central.uh.edu or 713-743-7466. Requests for accommodation that involve graded assignments must be directed to Ms. Ary and should be made as soon as possible to allow adequate time to document and to process the request.

If you observe religious or cultural holidays that will coincide with synchronous class sessions or conferences, please let me know as soon as possible, so that we may make arrangements.

The UHLC Honor Code applies to all aspects of my class. You are responsible for knowing all Honor Code provisions and for complying with the Honor Code.

Please ask me if you have any questions regarding how the Honor Code’s provisions apply to specific activities or situations related to my course.

The following is adapted from Law-Center requirements for syllabi:

UH Counseling and Psychological Services (CAPS) offers 24/7 mental health support for all students, addressing various concerns such as stress; adjusting to the demands of a professional program; or feeling sad and hopeless.

• You can reach CAPS (http://www.uh.edu/caps) by calling 713-743-5454 during and after business hours for routine appointments or if you or someone you know is in crisis.
• No appointment is necessary for the "Let's Talk" program, a drop-in consultation service at convenient locations and hours around campus. See http://www.uh.edu/caps/outreach/lets_talk.html for more information.

The Texas Lawyers’ Assistance Program (“TLAP”) also supports law students who are dealing with stress, anxiety, depression, substance abuse, and other mental health problems. You can reach TLAP at any time at 1-800-343-8527. TLAP’s website includes a page with links to sources about mental health that are of interest to law students: https://www.tlaphelps.org/law-students

The University of Houston has a number of resources to support students’ mental health and overall wellness, including CoogsCARE and the UH Go App.

As noted above, CAPS provides individual and couples counseling, group therapy, workshops and connections to other support services on and off-campus. For assistance visit uh.edu/caps, call 713-743-5454, or visit a Let’s Talk location in-person or virtually. Let’s Talk are daily, informal confidential consultations with CAPS therapists where no appointment or paperwork is needed.

The Student Health Center offers a Psychiatry Clinic for enrolled UH students. Call 713-743-5149 during clinic hours, Monday through Friday 8 a.m. - 4:30 p.m. to schedule an appointment.

The A.D. Bruce Religion Center offers spiritual support and a variety of programs centered on well-being.

Need Support Now? If you or someone you know is struggling or in crisis, help is available. Call CAPS crisis support 24/7 at 713-743-5454, or the National Suicide and Crisis Lifeline: call or text 988, or chat 988lifeline.org.

UHLC and the University of Houston are committed to maintaining and strengthening an educational, working, and living environment where students, faculty, staff, and visitors are free from discrimination and sexual misconduct. If you have experienced an incident of discrimination or sexual misconduct, a confidential reporting process is available to you. For more information, please refer to the University System’s Anti-Discrimination Policy SAM 01.D.07 and Sexual Misconduct Policy SAM 01.D.08.

Please be aware that under the sexual misconduct policy, SAM 01.D.08, faculty and other University employees are required to report to the University any information received regarding sexual misconduct as defined in the policy. Due to this reporting requirement, faculty members and other employees are not a confidential resource. The reporting obligations under the sexual misconduct policy extends to alleged conduct by University employees and students.

The University is committed to maintaining and strengthening an educational, working and living environment where students, faculty, staff, and visitors are free from discrimination and sexual misconduct. If you have experienced an incident of discrimination or sexual misconduct, there is a confidential reporting process available to you.

Per the UHS Sexual Misconduct Policy, your instructor [viz., DCT] is a “responsible employee” for reporting purposes under Title IX regulations and state law and must report incidents of sexual misconduct (sexual harassment, non-consensual sexual contact, sexual assault, sexual exploitation, sexual intimidation, intimate partner violence, or stalking) about which they become aware to the Title IX office.

Please know there are places on campus where you can make a report in confidence.

You can find more information about resources on the Title IX website at https://uh.edu/equal-opportunity/title-ix-sexual-misconduct/resources/.

UHPD continually works with the University community to make the campus a safe place to learn, work, and live. Our Security escort service is designed for the community members who have safety concerns and would like to have a Security Officer walk with them, for their safety, as they make their way across campus. Based on availability either a UHPD Security Officer or Police Officer will escort students, faculty, and staff to locations beginning and ending on campus. If you feel that you need a Security Officer to walk with you for your safety please call 713-743-3333. Arrangements may be made for special needs.

Parking and Transportation Services also offers a late-night, on-demand shuttle service called Cougar Ride that provides rides to and from all on-campus shuttle stops, as well as the MD Anderson Library, Cougar Village/Moody Towers and the UH Technology Bridge. Rides can be requested through the UH Go app. Days and hours of operation can be found at https://uh.edu/af-university-services/parking/cougar-ride/.

Diversity and Inclusion Statement: https://uh.edu/about/diversity-statement/

Non-Discrimination Statement: https://uh.edu/cdi/about/accomodation-statement/

Center for Diversity and Inclusion: https://uh.edu/cdi/about/accomodation-statement/

Center for Students with DisABILITIES: https://www.uh.edu/csd/

LGBTQ Resource Center: https://www.uh.edu/lgbtq/

Cougars in Recovery: https://uh.edu/cir/

Counseling and Psychological Services (see Section XIII): https://uh.edu/caps/

Veterans Services: https://uh.edu/veterans/

Cougar Cupboard: https://uh.edu/dsaes/cougarcupboard/

Coogs Care (student assistance resources): https://uh.edu/dsa/coogscare/

DACA: What You Need to Know: https://uh.edu/dsaes/resources/daca/

Student Health Center: https://www.uh.edu/healthcenter/

Wellness: https://uh.edu/wellness/

I'm unable to accept gifts from students, no matter how small the value (e.g., law-firm swag), because I don't do anonymous grading and I don't want there to be any chance of a misimpression (on anyone's part) that I might favor a gift-bringer.