USD Transactional Law Team Wins Seller’s Best Contract Draft Negotiation at the Wayne State / Taft Transactional Law Negotiation Competition

SAN DIEGO (April 13, 2024) - University of San Diego (USD) School of Law’s Transactional Law Team (TLT) won Best Seller's Contract Draft during the negotiation competition at the Wayne State / Taft Transactional Law Invitational. It is the fourth consecutive year that the USD Law Transactional Law Team has brought home top prizes from this competition.

The USD Law TLT that competed at the Wayne State / Taft competition this year consisted of Maria Miramontes (3L), John DelMastro (2L), and Cesar Serrano (2L). This is Maria’s second consecutive win as part of TLT, and her third time winning a negotiation competition as a USD Law student. This is John’s first win as a competing TLT member, and he plans to continue bringing home the trophy as he prepares for next year’s competition. This is also Cesar’s first time competing as a TLT member, and he is also looking forward to bringing home another trophy for USD Law next year. The team was coached by Raj Bains ’19 (JD), a current mergers and acquisitions attorney at Cooley LLP and former USD Law TLT member. For the last couple of years, Raj has volunteered his time to coaching TLT students and helping them win competitions.

This year, the team traveled to Detroit, Michigan to negotiate their contract draft for a Letter of Intent (LOI). USD Law TLT represented the Seller in this negotiation, which involved a Private Equity fund acquiring an operating division of the Seller’s folding trailer Company. Specifically, the team drafted and redlined a LOI. They subsequently competed in two timed rounds to negotiate the LOI against two different law schools who acted as opposing counsel. TLT took control of drafting an agenda focusing on the important points for discussion during the negotiation.

During the competition rounds, the team discussed their proposal for special indemnities for two known liabilities, limitations for general indemnity, bearing of certain transaction expenses, including expenses related to audited carveout financial statements, a finance and backstop commitment letter, buyer obtaining financing as a closing condition, reasonable termination fee, and other matters. The team used their negotiation skills to communicate professionally with opposing counsel, discover the buyer’s underlying interest, and arrive at a mutually agreeable solution for both parties to ensure the deal closed. Overall, the team successfully drafted and redlined an LOI and bridged the gap between the two parties to reach a mutually satisfactory agreement.

About the USD School of Law Transactional Law Team

The USD Transactional Law Team provides a forum for students to hone their professional communication skills, along with their transactional law skills, learn transactional research and drafting, and further develop professional negotiation techniques. Team members compete in various transactional meets across the country and become familiar with the details of transactional law, implementing skills that professional practicing attorneys use.

About the University of San Diego School of Law

Each year, USD educates approximately 800 Juris Doctor and graduate law students from throughout the United States and around the world. The law school is best known for its offerings in the areas of business and corporate law, constitutional law, intellectual property, international and comparative law, public interest law and taxation.

USD School of Law is one of the 84 law schools elected to the Order of the Coif, a national honor society for law school graduates. The law school’s faculty is a strong group of outstanding scholars and teachers with national and international reputations and currently ranks 30th nationally among U.S. law faculties in scholarly impact and 41st nationally in past-year faculty downloads on the Social Sciences Research Network (SSRN). The school is accredited by the American Bar Association and is a member of the Association of American Law Schools. Founded in 1954, the law school is part of the University of San Diego, a private, independent, Roman Catholic university chartered in 1949.