Contract Law - Part 3: Draft a Contract

BUL 2241Activity 10·9 min read

Why it Matters

Contracts turn a negotiated deal into specific, enforceable commitments, and the person who writes the words decides what those commitments are. Translating business terms into clear legal language is a skill companies pay for, and the provisions nobody reads are the ones that decide the case when something goes wrong. Drafting under the Uniform Commercial Code adds its own requirements for a sale of goods. This activity has you draft a real commercial contract from a template, in plain language, and verify it against the deal.

Current Context

In June 2026, as U.S. Customs and Border Protection began refunding tariffs the Supreme Court had struck down in February, a Foley & Lardner analysis reported the next fight forming: buyers who had reimbursed their suppliers for tariff costs through surcharges and price increases are now claiming a share of the refunds, on theories from breach of contract to unjust enrichment. Whether they win turns on clause language written before anyone imagined a refund, such as whether a tariff pass-through provision said anything about money coming back and whether a surcharge was labeled temporary. Skadden’s March 2026 explanation of the refund mechanism shows why the importer of record receives the money first, which leaves everyone downstream to argue over the contract. Sandy’s four boilerplate clauses are the same kind of provision: the paragraphs nobody reads at signing are the ones that decide the case.

Key Concepts

Sale of Goods under UCC Article 2

A contract for physical products is governed by Article 2 of the Uniform Commercial Code, which Florida has enacted as chapter 672. The drafter must state quantity, price, and delivery terms clearly, because those are what the Code looks for to enforce the deal. Drafting under Article 2 also means addressing shipping risk, rejection of defective goods, and warranties.

Boilerplate Provisions

The standardized clauses that usually sit at the end of a contract and quietly govern how it is interpreted and enforced when a dispute arises. Inexperienced drafters treat them as filler. Experienced ones know that clauses on venue, governing law, and attorney fees often decide who wins.

Integration Clause

A boilerplate provision, also called an entire agreement clause, stating that the written contract is the final and complete agreement between the parties. It prevents either side from later claiming a side deal, a verbal promise, or an email guarantee that never made it into the document. It tells the judge to stay within the four corners of the paper.

Choice of Law and Severability

A choice of law clause names the state whose law governs the contract, such as Florida, and avoids a fight over that question later. A severability clause provides that if a court finds one clause unenforceable, the rest of the contract survives. Both are among the four clauses Sandy requires.

UCC Implied Warranties

Under the Code, a merchant selling goods automatically gives an implied warranty of merchantability, a promise that the goods are fit for their ordinary purpose, and sometimes a warranty of fitness for a particular purpose. A seller who wants to limit or disclaim those warranties must do so in writing that is conspicuous. Clear warranty and refund language is central to any sales contract.

Statute of Frauds

Under UCC section 2-201, a contract for the sale of goods priced at $500 or more is generally not enforceable unless there is a signed writing that shows a contract was made and states the quantity. Your contract satisfies it, which is one reason the quantity term and the signatures matter. It is also why an unsigned draft is not yet a deal.

Resources

Contract Template (The TotallyVR company template you start from; treat it as a guide, not a script.)
“Plain English in Contract Recitals and Boilerplate” by George H. Hathaway (The article whose simplified language you must use for the four boilerplate clauses.)
Plain language guide series, Digital.gov (The federal government’s plain-language guidelines, useful for Part 3’s edit.)
How to Sign a Contract for Individuals, LLCs, and Corporations, Nolo (How a signature block shows that a person signs for a company rather than personally; the reference for Part 4.)
UCC § 2-201, Formal Requirements; Statute of Frauds, Cornell LII (The writing requirement your contract must satisfy.)
UCC § 2-314, Implied Warranty: Merchantability, Cornell LII (The warranty every merchant gives unless it is disclaimed.)
UCC § 2-316, Exclusion or Modification of Warranties, Cornell LII (How a warranty disclaimer must be written to be effective.)
Chapter 672, Uniform Commercial Code: Sales, Florida Statutes (Florida’s enactment of Article 2, which governs the contract under your choice of law clause.)
Integration clause, Cornell Wex (What an entire agreement clause does and why it is included.)
Implied warranty of merchantability, Cornell Wex (A plain-English explanation of the warranty your contract must address.)
Statute of frauds, Cornell Wex (Which contracts must be in writing and what the writing must contain.)

What to Do

In this activity you act as a junior sales representative drafting a commercial contract for the sale of goods. You will use the company template, apply plain-language drafting principles, and work with an AI to turn the negotiated terms into a binding document, then verify every term by hand. The contract you post is the deliverable.

Part 1: Understand the Deal

You work for a virtual reality company called TotallyVR, Inc., located at 222 Volusia Avenue, Daytona Beach, FL 32118. Your client is Meta Lounge, LLC, a virtual reality bar in Atlanta, Georgia. The managing member, Harry Simpson, has agreed to purchase 30 TotallyImmersed MAX® virtual reality goggles at a base price of $2,455.00 each (which includes tax and shipping). You have negotiated a 5% discount off the total price for this bulk order. Delivery must occur at 123 Main Street, Atlanta, GA 30329 within six months of the effective date, with payment due 30 days after delivery. The buyer has 7 days from delivery to request refunds for damaged or defective goggles, and you are providing a 12-month warranty from the date of delivery.

Part 2: Follow the General Counsel’s Instructions

Your in-house counsel, Sandy, is on vacation but has authorized you to draft the contract using the company template. She explicitly instructed you to treat the template as a guide, deleting or editing language as needed. Furthermore, she requires you to add four specific boilerplate clauses that are missing from the template: Integration, Choice of Law (designating Florida), Severability, and Attorney Fees. Knowing that Sandy despises legalese, you must research the “Plain English in Contract Recitals and Boilerplate” article by George H. Hathaway and use his exact, simplified language for those four clauses. Finally, ensure the signature blocks correctly reflect that the corporate entities are the actual parties to the contract, though Harry Simpson and your Sales Manager, Derrick Young, will be the authorized signers.

Part 3: Draft and Refine with AI

Do not write the entire contract from scratch. Use the Drafting Partner to feed the AI the template, the deal terms, and Sandy’s boilerplate instructions, and let it help you assemble the first draft clause by clause. Once you have a working draft, use the Plain Language Coach to strip out unnecessary legal jargon section by section. Then use the UCC Reviewer to verify that the math, the delivery terms, the refund window, and the warranty provisions meet the requirements for a sale of goods, checking its statements against the UCC sections in Resources.

Part 4: Post Your Deliverable

Before you post, run the Signature Block Reviewer on your signature blocks, then verify the AI’s output yourself against the negotiated terms, including the final purchase price with the 5% discount applied. Post your entire finished contract directly into a new discussion thread; do not attach it as a separate file.

Include one AI chat link with a 1–2 sentence explanation of what the conversation shows and why you chose to share it.

Suggested AI Prompts

Use these prompts as a starting point, then adjust them to fit your goal. Strong prompting develops through trial, revision, and testing. It’s a foundational skill that grows into more advanced AI work such as context engineering and agent-based workflows.

Drafting Partner

Act as a contract drafting assistant trained in commercial legal writing. I am drafting a UCC Article 2 contract for the sale of goods based on a negotiated deal. I will give you the business terms, my company’s template, and instructions from my general counsel about boilerplate clauses. As you help me assemble the draft, explain each clause step by step and briefly justify how it reflects the deal terms. Do not use archaic legalese such as “witnesseth” or “party of the first part.” Where the template and the deal terms conflict, follow the deal terms and tell me what you changed. Let me know when you are ready for me to paste the terms and instructions.

Structured input, explained output. Giving the model the template, the terms, and the counsel’s instructions as separate inputs, and asking it to explain each clause, keeps you in the drafter’s seat; you approve every clause instead of receiving a finished document you did not read.

Plain Language Coach

Act as an expert in plain-language legal writing. I am going to paste a section of the contract I just drafted. Edit it to remove unnecessary legalese, redundant phrasing, and passive voice. Make the obligations clear, direct, and easy for a business owner who is not a lawyer to understand, without changing the legal meaning. Show me the edited section and then list the changes you made and why.

Constrained editing. The instruction not to change legal meaning is the guardrail, and the request for a change log lets you confirm the model respected it rather than trusting that it did.

UCC Reviewer

Act as a strict senior managing attorney. I am going to paste my draft contract for the sale of goods along with the original deal terms. Review the draft through the lens of UCC Article 2. Verify that the quantity, the total discounted price, the delivery deadline, the refund window, and the warranty terms are mathematically correct and legally unambiguous based on the deal terms. Point out contradictions, missing elements, and any wording that would create a loophole for the buyer. When you rely on a rule from the Code, name the section so I can check it.

Red-teaming against a checklist. Naming the specific terms to verify and asking the model to hunt for loopholes produces a review you can act on, and the section-citation instruction is the responsible-use move that lets you confirm each rule in the statute itself.

Signature Block Reviewer

Act as a meticulous paralegal. Review the signature block of my drafted contract. Verify that the corporate entities, TotallyVR, Inc. and Meta Lounge, LLC, are listed as the contracting parties, and that the signature lines show that the human signers, Derrick Young and Harry Simpson, sign only in their capacity as authorized agents of those companies and do not take on personal liability. Show me a corrected signature block if mine is wrong.

A narrow review with a concrete fix. Focusing one prompt on one high-stakes detail catches the mistake that most often turns a company contract into a personal obligation, and asking for the corrected block gives you a model to compare against.