Client

Transport for London and London Underground Limited

Sector

Public Transport

Client Description

Transport for London was created in 2000 as the integrated body responsible for the Capital’s transport system. The main role of TfL, which is part of the Greater London Authority, is to put the Mayor of London’s Transport Strategy into action and manage the Capital’s transport services. TfL manage and are responsible for:

The Underground	London River Services	Congestion Charging Scheme
London buses	Victoria Coach Station	Taxis and Private Hire Vehicles
Docklands Light Railway	London Transport Museum	Walking Initiatives
London Overground	580km of main roads	Cycling Initiatives
Croydon Tramlink	All of London’s traffic lights	Dial-a-Ride services

TfL and London Underground were looking to train their legal teams to develop their contracts knowledge, focussing on their most commonly used contracts as well as providing an update and refresher on commercial contracts and boilerplate clauses.

Solution: Part 1 – Drafting Commercial Contracts followed by Part 2 – Drafting and Understanding Boilerplate Clauses

In order to tailor the seminar to make it specifically relevant to TfL and London Underground’s work a conference call took place and Falconbury’s legal specialist drafted an outline for discussion. The outline was agreed and after signing a Non Disclosure Agreement a selection of contracts were sent by LUL and TfL to review and use as examples throughout the training – this helped to focus on key clauses in existing contracts ensuring the course focused on real day to day issues for the in-house legal team.

Training – 2 x one day programmes:
Part 1 – Drafting Commercial Contracts followed by…
Part 2 – Drafting and Understanding Boilerplate Clauses

Objectives of the training included:

Part 1

Understand pitfalls and pluses to using effective structure and format of a typical commercial contract.
Master practical drafting techniques for writing clear, unambiguous and understandable commercial contracts.
Clarify the distinction between ‘best endeavours’ and ‘reasonable endeavours’ – essential terminology in commercial contracts.
Understand the effect of exclusion and limitation clauses.

Part 2

Draft watertight and effective clauses every time.
Examine assignment, novation and trusts to ensure you are suitably protected in the case of transfer or sale of rights.
Make clear provision for termination to ensure each party knows where they stand.
Understand the practical use and application of boilerplate clause through exercises under the guidance of the expert trainer.

Modules covered

Part 1

Structure and format of a commercial contract
Preliminary agreements – “Subject to contract”
Confidentiality Agreements
Letters of intent, memorandum of understanding, authorities to proceed – binding/non-binding
Standard terms
Implied terms
Time is of the essence
Best endeavours, Reasonable endeavours, Absolute obligations
Drafting key obligations
Warranties
Contractual indemnities
Exclusion and limitation clauses

Part 2

Transferring contractual benefits, rights and obligations
Waiver clauses, invalidity and severance, joint and several liability
Interpretation section
Notices and announcements
Force majeure clauses
Confidentiality clauses
Payment provisions
Term and termination provisions
Governing Law
Entire agreements clause
Retention of title clauses

Participant feedback

“Very good, knowledgeable speaker and excellent material.”

“Useful revision of contract law, a lot covered in one day.”

“Interesting and enthusiastic speaker with practical examples that were very helpful.”

Sponsor quote

‘It was a pleasure to work with Falconbury. Everyone I dealt with was very professional and the whole process from initial phone call to post-seminar wrap up ran smoothly. Using our own contracts made a huge difference and meant we got the most out of the training days.’

Transport for London