Drafting Commercial Contracts

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Description

Early booking discount are available in certain periods and multiple booking discount are also available upon request. Please call Customer Services on +44 (0)20 7729 6677

Course overview

All legal disputes are founded in the interpretation of written contracts; they are one of the largest causes of costly commercial litigation. Clarity and fair constructions are the key to a successful commercial agreement, and quick and reasonable dispute resolution, if dispute should arise.

With this in mind Falconbury have developed a comprehensive two-part programme which focuses on delivering practical and applied training of the key drafting skills needed to create transparent and direct contracts that deliver on a legal and commercial level.

Part I: Drafting Commercial Contracts focuses on developing a robust structure and formation to your contracts and expanding y…

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Didn't find what you were looking for? See also: International Law, Law (General), International Economics, C/C++, and English (FCE / CAE / CPE).

Early booking discount are available in certain periods and multiple booking discount are also available upon request. Please call Customer Services on +44 (0)20 7729 6677

Course overview

All legal disputes are founded in the interpretation of written contracts; they are one of the largest causes of costly commercial litigation. Clarity and fair constructions are the key to a successful commercial agreement, and quick and reasonable dispute resolution, if dispute should arise.

With this in mind Falconbury have developed a comprehensive two-part programme which focuses on delivering practical and applied training of the key drafting skills needed to create transparent and direct contracts that deliver on a legal and commercial level.

Part I: Drafting Commercial Contracts focuses on developing a robust structure and formation to your contracts and expanding your drafting skills to deliver concise and watertight agreements.

Part II: Drafting Legal Clauses looks in more detail at the more complex clauses and how they can be drafted and applied to leverage commercial value and manage legal risk.

Who should attend?

  • In house lawyers
  • Solicitors in private practice
  • Commercial directors and managers
  • Contracts managers

Practical interactive learning style

This workshop style programme has been designed to offer a practical solution to your drafting challenges. Throughout, the expert presenter will use a balanced mix of theory, group exercises, discussion, sample clauses and case studies to provide you with a comprehensive portfolio of practical tips and techniques to drafting contracts which meet your commercial objectives as well as ensuring that there are no 'surprises' further on.

Programme - Day 1

PART 1 – Drafting, Structure and Formation of Contracts

Introduction and welcome

The legal framework of a contract

  • Systems of law
  • Precedent (and some Latin)
  • Contract formation (2 systems: old and new)
  • Writing and evidence
  • Breach of contract
  • Remedies and enforcement

Commercial contract format and structure – Part 1

  • Law and custom
  • Tone and format
  • Deed or contract?
  • Mapping the deal: development contract
  • The free draft
  • The tied draft: structures of typical commercial contracts
  • Development contract exercises and example basis

Commercial contract format and structure – Part 2

  • The tied draft: structures of typical commercial contracts
  • Examining our agreement
  • Development contract exercises and example basis

Ancillary documentation and contracts

  • Pre-contract documentation and discussion
    • Prevention is better than cure
    • TLAs
    • Distinctions between negotiations and contracts
    • 'Subject to contract' and 'Without prejudice'
  • Confidentiality agreements
    • Law
    • Practice
  • Content of TLAs
  • Agreements to agree
  • Variations

Terms: implied, express and standard

  • Implied terms
    • 3 types
    • Plus 1
  • Express terms
    • Time is of the essence
    • Endeavours
  • Standard terminology
    • Reasonable
    • Substantial
    • Material

Drafting techniques

  • Practical tips
  • Shall, will, endeavours
  • WCI
  • Undertakings
  • Representations
  • TLA exercise
  • Warranties
  • Indemnities

Exclusion and limitation clauses

  • Economic rationale
  • Drafting a liability clause
  • What's in?
  • Taking it out…
    • Interpretation
    • UCTA 1977
  • Examples:
    • General: consequential loss
    • Particular: recent cases
  • Proposals for reform…
  • A liability exercise

Programme - Day 2

PART 2 – Drafting Legal Clauses

Introduction to Boilerplate

Transferring contractual rights and obligations

  • Transferring rights
    • Assignment
    • Novation
    • Other
  • Third party rights
    • Privity
    • Some history
    • Practical examples
    • The new rules
    • Drafting issues and traps

Welded Boilerplate…

  • Part 1: Interpretation
    • Importance
    • Start v finish
    • Headings and titles
    • Usual interpretation clauses
  • Part 2: Notice and communications
    • Purpose of a clause
    • Problematic clauses?
    • Relevant case law
  • Part 3: Waiver
    • Purpose
    • Effect
    • Clause
    • How does it work?
    • Variation
    • The remedies addendum
  • Part 4: Invalidity and severance
    • Purpose
    • Invalid clauses – and consequences
    • Blue pencil test
    • Repair
    • Clause
    • Bolt-ons
  • Part 5: Joint and several liability
    • Purpose
    • Clause
    • Bolt-ons
  • Part 6: Force majeure
    • Purpose
    • Some history
    • A partisan view of risk
    • What is force majeure?
    • Effect
    • Procedure
    • Clause
    • The court

Payments and interest

  • Payment clauses
    • Purpose
    • Goods default
    • Clauses
  • Interest clauses
    • A clause: charging interest for late payment
    • Penalties and rates of interest
    • Force majeure and payments
    • The importance of waiving rights – or not
    • Assignment and novation
  • Third party rights

Confidentiality clauses

  • Doing without a confidentiality agreement
  • A confidentiality agreement: the practice
  • A definition: What is confidential?
  • Clause outline
  • Sample clauses

Term and termination; entire agreement clauses; governing law, jurisdiction and dispute resolution clauses (77)

  • Part 1: Term and termination
    • Purpose
    • Term
    • Termination
    • Reasons for termination
    • Consequences of termination
    • Survival
  • Part 2: Entire agreement clauses
    • Purpose
    • Problem
    • A new purpose
    • The law
    • Drafting
    • A clause
    • Documentary inclusion/ exclusion
  • Part 3: Governing law, jurisdiction and dispute resolution clauses
    • Governing law
    • Jurisdiction
    • Dispute resolution clauses

Anglicisation

  • Bringing it all together
  • Miscellaneous boilerplate
  • Final Questions
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    There are no frequently asked questions yet. Send an Email to info@springest.co.uk