Drafting International Commercial Agreements in English Summer School

Course overview

Most international commercial agreements are drafted in English, irrespective of the nationality of contracting parties. In-house counsel, contract executives and their professional advisers MUST be confident of the accuracy of their legal English to avoid potential misunderstandings within the contract. Language errors in the text and unclear or inconcise phrasing causes confusion, which can result in loss of business and costly disputes.

This Cambridge Legal Summer School will enhance your understanding of legal English in relation to contract drafting and legal clarity. If you advise on, or deal with international commercial agreements this is a MUST-ATTEND training programme

The training is conducted in small groups and is highly practical. Pre-course testing ensures a compatible level of English in the groups. The programme delivered will be adjusted according to the prevailing requirements of the delegates involved.

Who should attend?

Lawyers in private practice
Lawyers in banks and financial institutions
Lawyers working in industry and government

Together with all lawyers and corporate executives involved in the drafting of contracts in English. The course will provide an enhanced understanding of Anglo-American drafting techniques and an ability to draft clearly, accurately and unambiguously.

The programme is specifically designed for those who do not have English as a mother tongue.

What are the objectives of this seminar?

1 LEARN how to recognise drafting problems and to re-draft poorly drafted clauses
2 BECOME familiar with boilerplate and other typical contract clauses
3 UNDERSTAND the principles of plain English
4 FOCUS on agreement structure, linguistic clarity and accuracy
5 FIND out how to avoid over-complex sentences and structures
6 DEVELOP the following skills:

Writing (with clarity and precision)
Contract negotiation
Letter writing
Drafting

This intensive programme is designed to be highly practical and promote an integrated learning approach. Along side a series of exercises a two-part unique case study has been developed to provide an applied learning opportunity. The two-step case study will put theory into practice and context under the guidance of our expert training faculty. Through the case study participants will sharpen their drafting skills and learn top tips and techniques for effective drafting in English.

Legal Summer School Alumni

The Cambridge Legal Summer School series has been developed to provide in-house lawyers and contract executives with a focused learning opportunity that takes them outside of the office environment and allows them to benefit from being away from the daily challenges of their role, mix with colleagues from other organisations and concentrate on developing their commercial, professional, personal and technical skills.

Become part of the Falconbury Legal Summer School Alumni by attending this programme and you will access a new international network of legal colleagues. Meet and network in the exclusive learning environment created annually by our legal summer school series set in the heart of Cambridge.

Find our more about our Social and Networking Programme HERE.

Programme - Day 1

An Overview of Cross-Border Contracts

Licensing
Agency
Distribution
Joint venture
Merger and acquisition
Other contracts

Using Plain English

Avoiding over-complex sentences and structures
What not to write: repetition, old fashioned words and phrases, jargon,
Avoiding the ‘elegant variation’
Correct use of defined terms

Guidelines for Contract Drafting

General principles: Conciseness, clarity, the parties, definitions, signposting, obligations and rights, etc.
Common Law drafting principles
English Common Law terminology:
- When it is appropriate to use it
- When there is a risk of ambiguity or a conflict of codes

The Structure of a Contract

Looking at key elements, terms, phrases and structures
- Preamble
- Recitals
- Specific purposes (definitions, terms and conditions, etc.)
- Performance related clauses ( Force Majeure , liquidates damages, governing law, etc.)
- Boilerplate or standard clauses (amendment, assignment, severability, etc.)

Practical Exercise
During this practical session, participants will apply the principles above to the redrafting of a range of clauses from international commercial agreements. Both individual and group work exercises will be undertaken with results reviewed in a group forum and constructive feedback and guidance supplied by the expert trainer.

Programme - Day 2

Writing with Clarity and Precision

Using technical terms correctly
When different laws have different concepts
Achieving an absolute equivalent where there is no direct translation
Proof reading skills – spotting mistakes and areas for improvement

Case Study Part 1: Negotiating a Contract
During this practical session, participants will work in legal teams to negotiate key clauses of an agreement. Both parties will negotiate according to their brief and will endeavour to achieve the best possible result for their client. Where appropriate, the language of negotiations will also be studied.
This would include coverage of:

Agreement/disagreement
Eliciting opinions from individuals and groups
Providing options, making suggestions and recommendations
Accepting and rejecting proposals

Email and Letter Writing

Different types of written communication and their appropriate use
Legal letters and documents (Letters of Intent, Heads of Agreement, etc.)
Business communications (Summarising meetings, discussions, options, etc.; requesting information; confirming or seeking confirmation, etc.)
Practical letter and email writing tips
Examples of standard openings and closings, etc

Programme - Day 3

Applied drafting skills
Participants will be supplied with sets of agreed principles and asked to draft clauses to reflect them. They will be expected to apply the principles and guidelines established through the course. With support and guidance from the expert trainer, participants will proofread their work and ensure that they:

Simplify complex sentences
Use technical vocabulary accurately
Use the correct grammatical forms
Avoid any possibility of ambiguity
Have drafted a legally sound clause

Case Study Part 2: Drafting Effective Agreements
During this practical session, delegates will again work in legal teams to draft the parts of the agreement negotiated on day two. Particular attention will be paid to:

All aspects of plain English
To the principles and guidelines of the course
To any differences in understanding which arise either from each side’s opinion of the negotiated agreement or from the drafting

CASE STUDY PART 2: (Cont’d)

Delegate Contributions
All participants are invited to bring with them examples of their own work/contracts for review by the expert trainer. Constructive feedback will be given in each case. (NB because of time constraints, it will not be possible to review entire agreements or extensive sections. Participants are requested to limit their contributions to selected clauses or short sections).

The expert faculty

Trainers will include:

Alan Simmons LLB (Hons in Law with French), LLM, RSA CETEFLA. Alan studied law at the Universities of Leicester, Essex, Strasbourg and the European University Institute in Florence. He trained as a solicitor at Linklaters & Paines and then practiced as a commercial solicitor for some years at two other firms advising (among other things) on company, commercial, construction, employment and intellectual property matters and the legal aspects of health programmes combatting HIV and AIDS. He has recently passed the New York Bar examination and his application to register as a New York attorney at law will be made shortly. Alan is interested in human rights law and has represented individuals before the European Court of Human Rights. He has also trained lawyers and judges in Central and Eastern Europe on international human rights law.

Jeremy David Keys, BA PGCE, Solicitor (non-practising) is a qualified solicitor and has worked for many years as a solicitor, law lecturer, tutor, and legal English trainer. He is also a lexicographer. He began working as a solicitor for the internationally renowned business law firm Lawrence Graham in London and has been qualified for many years, gaining considerable experience in a number of fields, including commercial contracts and real estate. After a number of years working as a partner for reputable solicitors’ practices, he set up his own busy commercial law practice near the Inns of Court in London. He has lectured and tutored undergraduates of the Manchester University and East London University law degrees in the following subjects: contract law, European Union law, public international law, administrative law, constitutional law, real estate law, tort, human rights, legal methodology, jurisprudence, criminal law, and equity and trusts. For many years he has been teaching legal English for Falconbury and to practising lawyers and business people and he has taught at the University of Cambridge and abroad. Jeremy has also taught for the British Council and Open University.

The venue

The Moller Centre
Churchill College
Storey’s Way
Cambridge CB3 0DE, UK
Tel: +44 (0)1223 465500

Web: www.mollercentre.co.uk

Residential accommodation

Set in the heart of Cambridge, one of Englands most famous centres of learning the Møller Centre accommodation has a fresh contemporary style and provides comfort and space for relaxing or studying. Some leisure facilities are available on site including a fitness suite, squash and tennis courts. Wireless broadband access is available throughout the centre.

Accommodation is included for the nights of the 19-21 August 2012. Breakfast, lunch and dinner are also included for the duration of your stay. If you would like to extend the length of your stay or bring a spouse there is an extra charge for this.