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Course
Commercial Business law

Drafting Commercial Contracts

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

Book individual days…

If you would like to attend each day individually the cost will be £699/€875 + VAT per day. Please contact customer services for more information on +44 (0)20 7729 6677.

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

*NB: You can attend Part 1 as an individual day.

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

*NB: You can attend Part 2 as an individual day.

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


The expert presenter


MARK WESTON is a partner at Matthew Arnold and Baldwin where he joined in August 2004 as Head of the Commercial, Intellectual Property and Information Technology Group, after several years at Baker & McKenzie. Mark’s practice covers both non-contentious and contentious matters in all areas of commercial law, intellectual property law, information technology law, Internet, electronic commerce, and on-line services law.

He has extensive experience in-house, having been seconded in the past to Hewlett Packard and new technology companies. His practice covers all sorts of commercial areas (including franchising) as well as extensive IT niches including advising clients regarding hardware and software issues (including development, licensing, maintenance and distribution), solutions for and methods of transacting on the Internet, electronic commerce, including B2B, B2C and B2G, strategies to minimise or maximise liability and carry out compliance audits, outsourcing, facilities management, procurement, company IT policies and data protection (privacy) issues.

He also has experience in various other areas of advanced IT law (such as digital signatures and PKI) and in dealing with software disputes and IT litigation (and methods of using alternative dispute resolution techniques).

Mark is Chairman of the Society for Computers & Law (North London and Home Counties Region), Chairman of the Intellectual Property Interest Group of Lawnet and is a premier member of the Eurojuris Intellectual Property Panel. Mark is an editor and contributor of several publications and articles and lectures at numerous commercial, IP and IT related conferences and training programmes.

Presenter's firm

Matthew Arnold & Baldwin LLP is a full service commercial law firm based out of two offices – in Central London and in Watford with 32 partners and more than 200 staff. The firm consists of City-trained lawyers and as a result is able to offer City experience and services at a better value for money than a City firm can offer. Across the practice areas covered, they have been recognised in offering excellent client services and have been acknowledged by various legal awards and rankings.

The firm is on the panel of a number of national and international organisations and regularly competes against many of the City firms. In recent months they have been able to win a number of panel reviews against City firms.

Clients of the firm include

Barclays Bank • Groupon Global • Computacenter • Europcar/National/Alamo • Thyron Systems • Acenden Limited • Bosch • ESRI (UK) • The Hilton Hotel Group • Steak Media • mysupermarket.co.uk • RTL Group S.A. • Sanyo

You may also be interested in...

Liabilities and Damages in International Commercial Agreements

Managing and Leading an Effective In-House Legal Department

Negotiating and Drafting IT Contracts

Continuing professional development

This course qualifies for the following CPD programmes:

  • Solicitors Regulation Authority: 12.00 hours
  • Cert: 0.00 hours

Previous customers include...

  • 3X Financement pour le compte d'ATR
  • Four Pillars Hotels Ltd
  • ISS UK Ltd
  • MARGRET FOUNDATION
  • NATS Ltd
  • PruHealth
  • Spanish Law firm
  • The Really Useful Group
  • Turkıye Is Bankasi AS

Course brochure

12-13 Jun 2012

GBP EUR USD
Standard 1149 1425 1435
Member 575 713 718

Click here to learn more about Falconbury membership.

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Venue: Hilton London Paddington Hotel, London

Accommodation: we have arranged a preferential rate for accommodation at the venue. To take advantage of this please click here and use promotional code GFALF.

17-18 Oct 2012

GBP EUR USD
Standard 1149 1425 1435
Member 575 713 718

Click here to learn more about Falconbury membership.

Add to basket

Select currency when checking out

Venue: Hilton London Paddington Hotel, London

Accommodation: we have arranged a preferential rate for accommodation at the venue. To take advantage of this please click here and use promotional code GFALK.

Customised training

We can customise this course to meet the requirements of your organisation.

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Call now on +44 (0)20 7729 6677 to find out more.

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