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:
|
|
- Congestion Charging Scheme
|
|
|
- Taxis and Private Hire Vehicles
|
|
|
|
|
|
|
|
- All of London’s traffic lights
|
|
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