Drafting Commercial Contracts

Course overview

Disputes about the interpretation of written contracts are one of the largest sources of commercial litigation. Clarity and fair construction is the key to successful commercial contracts and successful dispute resolution, if a dispute should arise.

Drafting commercial contracts focuses on the structure and format of commercial contracts, drafting techniques, and the use and understanding of some legal clauses. This practical seminar provides an explanation of current legal drafting techniques and recommends best practice for drafting clear, unambiguous and understandable commercial contracts. Attending this programme will help you to guarantee your commercial contracts achieve business success without exposing your organisation to risk.

What are the objectives of this workshop?

Attend this practical programme and you will:

• Understand the pitfalls and pluses to using an effective structure and format of a typical commercial contract
• Get-to-grips with all the typical clauses and how to most effectively use them
• Master practical drafting techniques for writing clear, unambiguous and understandable commercial contracts
• Gain an understanding of the special contractual arrangements and letters of intent and be able to use them to your advantage
• Learn useful tips on how to draft and interpret variations and ‘time of the 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

Who should attend?

• In house lawyers
• Solicitors in private practice
• Commercial directors and managers
• Contracts managers

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.

The CPD Series

Falconbury’s CPD Series provides high quality training for legal professionals from both in-house and private practice. The focus of the events is to provide comprehensive and practical legal updates and current international legal thinking and practice in a clear and informative format.

Programme

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

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 noncontentious 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 & 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.

Past delegates’ comments

‘Excellent course’
‘Best CPD day course I have attended’

Carla Roberts, Compliance Manager, BDML Connect Ltd

‘Very broad overview. Excellent’

Melanie Collier, Associate, Bevan Brittan

‘Lecturer has first hand experience’

Richard Diprose, Associate Director: Leasing Transactions Prudential Property Investment Managers Ltd

I was very impressed with the content and pace of the presentation. Mark Weston kept us engaged and focused with just the right amount of audience participation.

Gareth Griffiths, Legal advisor, Baillie Gifford & Co

Speaker excellent and knowledgeable.

Sarah Purcell, Legal Advisor, BskyB

Interactive and very useful course.

Anne Sophie Frere, Contract manager, Gaz de France

Very helpful, thanks very much

Hannah Newbury, Solicitor, Havant Borough Council

Excellent – clear and approachable, with lots of practical experience

Yvonne Wilkinson, European Bank for Reconstruction and Development

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Client portfolio

Our client portfolio for this course includes the following companies:

AEGIS-Specialist Risk Management	ConvaTec Ltd	NOVARTIS VACCINES
AP Moller, Maersk Contractors	De Montfort University	NYK Logistics (UK) Ltd
Aearo Ltd	Depuy International Ltd	New Look Group Ltd
Akzo Nobel NV	European Bank For Reconstruction & Development	PD Group Management
Amphenol Ltd	FLSmidth AS	Principality Building Society
Associa Ltd	Focus Solutions Group plc	Red Sands Insurance Company (Europe) Ltd
BAT Italia SpA	Franklins Solicitors LLP	Sage (UK) Ltd
BBA Aviation plc	Guardian Holdings Ltd	Shire Pharmaceutical Group Ltd
BDML Connect Ltd	Harrods Ltd	South Gloucestershire Council
Bishopscourt Group	Hertfordshire County Council	Starcomms Ltd
Bombardier Transportation	IDA Ireland	State Street Bank & Trust Company
Breakthrough Breast Cancer	Jardine Lloyd Thompson Group plc	The British Library
British American Tobacco (Switzerland) SA	KPMG	The Kennel Club
CIGNA International	Legal & General Investment Management Ltd	Unifine Food & Bake Ingredients
CIMA	London Borough of Richmond upon Thames	Visa Europe
Cartus Ltd	MacLellan Int Ltd	Whessoe Oil & Gas Ltd
ConocoPhillips	May Gurney Ltd	Winterthur Financial Services UK Ltd

Continuing professional development

Solicitors Regulation Authority

This course is accredited for 6.00 CPD hours (CPD reference CSC/FALI).

General Council of the Bar

This course is accredited for 6.00 CPD hours.