The Right Way to Teach Transactional Lawyers: Commercial Leasing and the Forgotten 'Dirt Lawyer'

Abstract

This article decries the failure of many law schools to adequately train future lawyers for transactional practice. The article argues that a successful law course devoted to transactional practice should teach and integrate substantive law and skills. To this end, the article describes an advanced transactional elective course developed by the author and devoted to commercial leasing. Leasing is the ideal vehicle for teaching basic lessons in transactions, because the lease transaction typically revolves around a single negotiated document - the lease. This reduces the amount of substantive law that students must master, and limits the parties to the transaction to Landlord, Tenant and Lender. The article begins with an explanation of the importance of leases to commercial real estate transactions and of lease work in the professional lives of real property lawyers. The real property bar is huge, and leasing is bread and butter work for many if not most of these lawyers. The article next describes the course. There is no exam. Instead, students are divided into teams to draft provisions, review lease forms and write lease review letters, negotiate against other teams, and finally, do a focused research project. This approach reinforces the idea that law student work is not simply 'school work,' but 'work product.' All work product is graded. In addition, all student work product is posted on the web for discussion in class. The author has created 'chapters' that are distributed electronically to students. These begin with an example of a lease provision, definition of the terms of art in the provision, an explanation of motivations of the parties, and finally, a discussion of the substantive law. The last section of the article is devoted specifically to the topic of teaching negotiations in the transactional context. The article provides a history of negotiations courses in American law schools, and explains that, as valuable as these course are, they slight the needs of students entering into transactional practice.

Keywords: pedagogy, transaction, transactional, dirt lawyer, negotiations, negotiation, teaching, elective, lease, leasing, skills, real property, landlord, tenant