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Falconbury

3-day Drafting Commercial Contracts Training Course

A practical, interactive three-day programme designed to develop your skills to draft clear and concise commercial agreements. This comprehensive two-part programme focuses on delivering practical and applied training in the key drafting skills.

9-11 July 2024
+ 24-26 September 2024, 12-14 November 2024 »
from £1199

Need help? Enrol or reserve

Format: Classroom, Live online
CPD: 18 hours for your records
Certificate of completion

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Course overview

Negotiate and draft clear and concise commercial agreements that meet the challenges of today’s commercial environment.

Business is founded on the crystallisation of the terms of a deal and clarity and fair construction are the key to a successful commercial agreement. Without a clear agreement, commercial and legal disputes are likely and unclear agreements are one of the largest causes of costly commercial litigation.

With this in mind, we have developed this modular and comprehensive multi-part programme that 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. Each section of the course builds on the section before.

Part One: Drafting, Structure, Interpretation and Formation of Contracts focuses on developing a robust structure and formation to your contracts and expanding your drafting skills to deliver concise and watertight agreements. It will also explain the fundamentals of how contracts are interpreted.

Part Two: Precise and Careful Drafting 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.

Practical interactive learning style

This workshop-style programme has been designed to offer a practical solution to your drafting challenges. Throughout the programme 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 draft contracts which meet your commercial objectives as well as ensuring that there are no ‘surprises’ further on.

Please note: When attending the online version of this course, participants are required to join with the ability to turn on their cameras. This is an essential requirement in order to fully participate in the training course due to the interactive nature of the programme.

This training course is part of our Commercial Contracts Training Course collection which has been designed for the in-house lawyer.

Benefits of attending

By attending this programme you will:

Examine assignment and novation to ensure you are suitably protected in the case of transfer or sale of rights
Consider the purpose and effect of typical boilerplate clauses and how you can leverage value for your organisation through clearer drafting
Get-to-grips with payments and interest terms to understand how penalties can be applied
Expand your knowledge of the risk of drafting a contract without a confidentiality clause
Understand the risks that can be created through poor drafting in practical exercises under the guidance of the expert
Discuss any disputes or issues you are facing with colleagues from other organisations to gain new ideas and perspectives
Understand the pitfalls and pluses to applying an effective standard structure and format to every contract
Master practical drafting techniques to write concise and effective agreements
Examine special contractual arrangements and letters of intent
Learn how to interpret variations and time of essence clauses
Clarify the distinction between ‘best endeavours’ and ‘reasonable endeavours’ – essential terminology in commercial contracts
Get up-to-date with the use and drafting of contractual warranties and indemnities
Understand the effect of exclusion and limitation clauses, and how they can be used to manage your exposure

Who should attend?

This programme has been specifically designed for those who want to enhance their practical drafting skills and who have a knowledge of the law, including:

In-house lawyers
Private practice lawyers
Commercial and contracts directors and managers
Procurement personnel
Compliance officers
Company secretaries

Presenter's firm

Weston Legal is a leading specialist boutique firm specialising in Commercial law, Technology law, Media law, Intellectual Property law, Data law and Regulatory law and practice. From its founding, the firm has always committed to provide a fast and efficient service wherever its clients operate. As its business has grown and diversified, it has recognised the strength and importance of the principles held by its people; putting clients first and operating as one team to realise its goals and share its success. These principles have formed the foundation of its culture and the way its lawyers interact with one another and the firm’s clients. They are what distinguish it and are vital to its future.

To find out more out what Weston Legal can do for you, please contact Mark at mark at westonlegal.ltd or see https://uk.linkedin.com/in/markwestonlegal

Mark also operates as a leading consultant to Hill Dickinson LLP, a leading and award-winning international law firm with offices in London, Liverpool, Manchester, Leeds, Birmingham, Piraeus, Singapore, Monaco and Hong Kong. As a full service law firm, it delivers advice and strategic guidance spanning the full legal spectrum from non-contentious advisory and transactional work, to all forms of dispute resolution. 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.

To find out more out what Mark can do for you via Hill Dickinson, please contact him via www.hilldickinson.com

Enrol or reserve

The 3-day Drafting Commercial Contracts course will cover:

Contract interpretation

Systems of law
Civil law vs common law approaches to drafting
Precedent (and some Latin)
Interpretation and construction
Clarity and ambiguity: Arnold v Britton, Wood v Capita Insurance
Ambiguity: Investors Compensation Scheme v West Bromwich
Classical contract interpretation (six canons)
Modern contract interpretation (ten principles)
The effect of Brexit on contract drafting and interpretation
Admissible background
Private dictionary principles

How do you form a contract? (Part 1)

Ingredients to form a contract
- Classical
- Offer
- Acceptance
- Consideration
- Battle of the forms
- Other elements in formation
Sui generis formation

How do you form a contract? (Part 2)

Distinctions between negotiations and contracts
- Have you accidentally formed a contract while negotiating?
  - The six steps of Pagnan Freres
  - ‘Subject to contract’
  - ‘Without prejudice’
- RTS Flexible Systems Ltd v Molkerei Alois Müller

Commercial contract format and structure

Splitting form from content
Form
- Law and custom
- Tone and format
- Deed or under hand?
- Drafting techniques
  - Mapping: free drafting (when you have no precedent)
  - Mapping: tied drafting (when you have a starting point)
Structures of typical commercial contracts

Ancillary documentation and contracts

Drafting for certainty
Pre-contract documentation and discussions
- Tendering
- Prevention is better than cure
- Negotiations
- TLAs
- NDAs
Content of TLAs
Agreements to agree
Variations

Terms: implied, express and standard (Part 1)

Implied terms
- Three types
- The 2015 revision
- Plus 1

Terms: implied, express and standard (Part 2)

Express terms
- Time is of the essence
- Best endeavours clauses
- Reasonable endeavours
- Nuances and efforts
- The obligation spectrum
Meaning of standard terminology
- Reasonable
- Substantial
- Material

Drafting techniques: the easy but not well-known stuff (Part 1)

Practical tips

Drafting techniques: the easy but not well-known stuff (Part 2)

Differences between ‘shall do’, ‘will do’, ‘endeavour to do’
• Understanding WCI and why you cannot draft contracts without them
• Differences between warranties, undertakings and representations
• Differences between warranties and indemnities

Exclusion and limitation clauses

Myths about liability clauses
Internationally accepted practice
Economic rationale for this area of law
The liability protection spectrum
Jurisdictional differences
Factors affecting liability… or not
Negotiating liability clauses: risks and responsibilities
The ACE principle
Acceptance of risk
Capping of risk
Exclusion of risk
Arguments used by each side when negotiating
Drafting a liability clause: tips, tricks and techniques
The change in law and practice since 2016
Indirect and consequential loss: the changing position since 2017
UCTA and CRA

Introduction to boilerplate

A functional methodology

Transferring contractual rights and obligations

Transferring rights
- Assignment
- Novation
- Other transfers
- An exercise: in the real world
Third-party rights
- Privity
- Some history
- Practical examples
- The new rules
- Drafting issues and traps

Welded boilerplate

Interpretation
- Importance
- Start vs finish
- Headings and titles
- Usual interpretation clauses
Notice and communications
- Purpose of a clause
- Problematic clauses
- Relevant case law
Waiver
- Purpose
- Effect
- Clause
- How does it work?
- Variation
- The remedies addendum
- The 2018 revision
Invalidity and severance
- Purpose
- Invalid clauses – and consequences
- Blue pencil test
- Repair
- Clause
- Bolt-ons
Joint and several liability
- Joint/several/joint and several - differences
- Purpose
- Clause
- Bolt-ons
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

Confidentiality clauses

Doing without a confidentiality agreement
A confidentiality clause: the practice
A definition: what is confidential?
Clause outline
Sample 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

Enrol or reserve

Mark Weston
Sederby Consulting Limited

Mark Weston has run his own law firm, Weston Legal, since 1 January 2024. He is also a consultant at Hill Dickinson LLP where he joined in February 2016 as a partner and Head of its Commercial, TMT & IP Practice. Before that, he was a partner and Head of the Commercial/IP/IT Team at Matthew Arnold & Baldwin LLP and before that, he spent several years at Baker & McKenzie in London and Chicago and has also previously been seconded to Hewlett Packard and other technology businesses. He changed role to become a consultant in Hill Dickinson’s London office in January 2024.

Expertise: 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 specialises in commercial and Tech issues. Mark is used as a ‘trusted adviser’ by many clients in all sorts of businesses and often acts as ‘private practice in-house counsel’ for many clients. He specialises in tech and internet businesses.

Clients: Just some of Mark’s more well-known clients include Elstree Film Studios, RTL Group S.A., Sykes Cottages, Retailcorp Brands LLC, The Gulf Marketing Group, Moneynetint Limited and the BBC.

Some detail: Mark has extensive experience in advising clients on all manner of commercial matters (such as business planning and solutions, franchising, distribution, agency and marketing) through branding and intellectual property exploitation and licensing, to advice and documentation regarding hardware and software issues (such as development, licensing, maintenance and distribution, SaaS and cloud, Internet transactional solutioning, B2B, B2C and B2G electronic commerce, S-commerce and M-Commerce, social media, outsourcing, facilities management, procurement, IT policies, data protection (privacy), GDPR and freedom of information issues as well as artificial intelligence (AI)). He has a particular expertise in new digital business and revenue streams. He is also experienced in dealing with software disputes and IT litigation. The increasingly extensive media side of his practice relates primarily to publishing (both real world and digital content), to games and gaming platforms (and particularly transmedia technologies), advising companies about their advertising onscreen, online and in print and managing their public communications strategies generally (dealing with the CMA and ASA in the process) – and also a smattering of television, film and music exploitation. Recently he has been very active in AI advice.

More unusual:

Mark has previously spent several months on secondment to Hewlett Packard and he has also been seconded to assist in the legal problems arising in new technology companies such as Symbian. From 2000 to 2001, Mark was resident in the Chicago office of Baker & McKenzie advising US clients on European and UK aspects of IT and electronic commerce law and practice.

Mark is the author of the Legal Practice Companion, a parallel text book used at several law schools, the editor of the IP and Media Law Companion as well as the rest of the Companion series of books published by Bloomsbury Professional, Tottels, Cavendish Publishing and Oxford University Press. He has noted numerous reports for the IT Law Reports and is widely published in Computing, Computers & Law, Computer Law & Security Report, IT Law Today, Intellectual Property World, Solicitors Journal and many other journals both online and offline. Mark has also authored articles syndicated in the national and trade press and is regularly quoted in national newspapers and is heard on radio as an expert in his fields. Mark is the author of the Business Names on the Internet chapter in the PLC Ecommerce Manual as well as numerous other articles on various Commercial & IT law topics.

Mark lectures regularly on all Commercial, IP and IT law topics, including at the IBC IT ‘Summer School’ Programme in Cambridge, England; the Falconbury and MBL two-day and three-day Commercial Contracts seminars (run several times a year) and IT Contracts seminars (run three times a year) in London; and he has previously lectured at the Annual On-line & Internet Commerce Law Institute seminar in Chicago and tutored at University College London. He also runs a programme of bespoke training schemes on commercial law, IP law, IT law, AI law and data law as well as soft skills programmes such as negotiation skills and presentation skills.

Finally, you may have seen that Mark likes blogging and writing books, which are available at all good bookshops! He also appears regularly on BBC1 (usually providing advice on-screen to BBC Watchdog) and also on Sky News as a legal commentator, as well as trying to avoid the huge quantity of pink powder the TV make-up girls want to apply to his increasingly receding hairline.

More details

NEW higher discounts for multiple bookings - bring your colleagues to make your training budget go further:

30% off the 2nd delegate*
40% off the 3rd delegate*
50% off the 4th delegate*

Please contact us for pricing if you are interested in booking 5 or more delegates

9-11 July 2024

Classroom
Rembrandt Hotel
London

09:00-17:15 UK (London)
Course code 13918
Optional £280/€364/$420 per night

GBP 1,499 1,799
EUR 2,159 2,579
USD 2,471 2,939

Until 04 Jun

3 days classroom-based training
Optional accommodation - 3 nights including breakfast, checking in the day before the course
Meet presenters and fellow attendees in person
Lunch and refreshments provided
Download documentation and certification of completion
Fair transfer and cancellation policy

View basket

Not ready to book yet?

for 7 days, no obligation

24-26 September 2024

Live online

09:30-17:15 UK (London) (UTC+01)
10:30-18:15 Paris (UTC+02)
04:30-12:15 New York (UTC-04)
Course code 13711

GBP 1,199 1,499
EUR 1,729 2,149
USD 1,981 2,449

Until 20 Aug

3 days live online training
Browser-based, no download usually required
See presenters and interact with fellow attendees
Download documentation and certification of completion
Fair transfer and cancellation policy

View basket

Not ready to book yet?

for 7 days, no obligation

12-14 November 2024

Live online

09:30-17:15 UK (London) (UTC+00)
10:30-18:15 Paris (UTC+01)
04:30-12:15 New York (UTC-05)
Course code 14086

GBP 1,199 1,499
EUR 1,729 2,149
USD 1,981 2,449

Until 08 Oct

3 days live online training
Browser-based, no download usually required
See presenters and interact with fellow attendees
Download documentation and certification of completion
Fair transfer and cancellation policy

View basket

Not ready to book yet?

for 7 days, no obligation

* Early booking discounts may not be combined with other discounts or offers. As such, the discounts for 2nd/3rd/4th delegates are based on the full price; and apply only when booking multiple delegates on the same date.