COURSE DESCRIPTION
Negotiating, drafting and reviewing contracts are processes fraught with ethical issues. Negotiations sometimes require zealous advocacy, taking maximal positions; other times, they require delicacy and balance. Reviewing and drafting complex contracts is a similar ethical minefield. If you discover that the draft of a contract contains materially incorrect assumptions about the law but which will benefit your client, do you have the duty to disclose or correct the error? In the same way, if the contract contains faulty assumptions about material facts, must you disclose those faulty assumptions? And how do these rules apply when drafting a contract? This program will provide you with a real world guide to the ethics of negotiating, drafting and reviewing contracts.
- The law – when you know a counterparty has made faulty assumptions benefiting your client, must you say?
- The facts – when a counterparty makes faulty factual assumptions, must you correct?
- Ethics and rescission – are you ever ethically obligated to rescind or restate a contract?
- Ethics in negotiations – what’s the line between zealous representation and deception?
Speaker:
Thomas E. Spahn is of counsel in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections. He has served on the ABA Standing Committee on Ethics and Professional Responsibility and is a Member of the American Law Institute and a Fellow of the American Bar Foundation. He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 2000 CLE programs throughout the U.S. and in several foreign countries. Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 900 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis. Mr. Spahn graduated magna cum laude from Yale University and received his J.D. from Yale Law School. Mr. Spahn will serve as the discussion leader of today’s program.