The Banking and Corporate Finance Training Specialist

Drafting Commercial Contracts

Sample Clauses, Drafting Workshops, Pointers to Drafting and Checklists

This course can be presented in-house for you on a date of your choosing

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+44 (0)20 7387 4484

Course Overview

Participants will: Be introduced to the drafting process including the figures & formula and

the execution formalities Get an overview of how forming a contract including creating a binding and

enforceable agreement Have explained to them the limitation and exclusion of damages

Be taught about how drafting warranties and indemnities Have an overview on the termination and force majeure Be taught about the boilerplate clauses

The trainer is an international lawyer and corporate educator on commerce and finance law and professional business skills and management. He was formerly a partner and

Head of International Commercial Law at KPMG Legal globally and Masons (now Pinsent Masons). He has been listed in the independent Chambers Global: The World’s Leading Lawyers as an expert in investment law and regulations, where he is described by peers

and clients as “a strong commercial thinker.

He concentrates on UK and international investment, M&A, private equity, energy, corporate and commercial law in developed and emerging markets, and also facilitates training in international professional management and skills. He advises a range of

international organisations.

In addition to being a corporate educator he sits as a non-executive director in the private and public sector.

Introduction and Structure

Interpreting contract terms Common law and civil law – differences - impact on drafting

The authority of case-law Certainty and clarity Context of a contract

Rules of interpretation Common terms and phrases

Special and technical meanings Courts ‘canons of construction’

Mapping the commercial deal for the contract – examples Tailor made contract Standard forms

The Drafting Process 6 W’s list

Key stages of the drafting process

Course Objectives

Course Content

Background of the trainer

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Figures and formulae Arnold v Britton Execution formalities

Key issues to check for execution - checklist

Forming a Contract

Creating a binding and enforceable agreement Offer

Acceptance Consideration Intention to create legal relations

Certainty Capacity

Formalities Deeds

The terms of the contract Express Terms Oral Statements

Written Terms Parol Evidence Rule

Implied Terms By law By custom and usage

By Statute – Sale of Goods Act, Unfair Contract Terms Act

Limitation and Exclusion of Damages Indirect and consequential loss

Loss of profit Excluding and limiting claims Caps on liability

Positioning of clause The special test for exclusion clauses

Checklist for Limitation and Exclusion clauses Drafting exercise

Split into groups and draft limitation clauses

Drafting Warranties and Indemnities - Sample and Checklist

Warranty Guarantees

Indemnities Trigger event Losses covered by indemnity

Limitations Conduct of third party claims

Representations Best endeavours Reasonable endeavours

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Workshop – Participants will divide into groups and clarify the distinctions

between these contractual remedies and the significant impact on drafting.

Termination, Force Majeure,

Triggers Process

Consequences Effect on other rights Breach of contract

Force Majeure Drafting a termination clause – checklist

Drafting a Force Majeure clause – checklist

Boilerplate Clauses

Why you should not “cut and paste” Agency/Partnership Assignment and sub-contracting

Conflicts of language Costs

Counterparts Entire agreement Insolvency and bankruptcy

Communication notices Publicity

Set off Severance clause Time of the essence

Waiver

Drafting exercise

Split into groups and draft clauses

Clinic

Close

This intensive course will take the participant through the key steps in drafting successful

commercial contracts to minimize legal and commercial risk in contracts. Most disputes are about the interpretation of a contract term. Disputes can be expensive, damage commercial

relations and take up valuable management time, this course is designed to avoid potential disputes

Course Summary

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+44 (0)20 7387 4484

You will be taken through the structure of a contract, then the drafting process by introducing you to a framework that will be easy to adopt from the course onwards; also,

how to analyse the meaning and impact of yours and counter party’s contract clauses.

You will be taken through the steps of what is needed to have binding enforceable contract, and the way in which terms are categorized, such as express and implied terms, that is

those terms that the law says are a part of the contract even though you did not insert them.

Sharing draft clauses and pointers to drafting you will be taken through critical and significant clauses that form a part of all commercial contracts, including the limitation and

exclusion of damages, the regularly misunderstood and wrongly drafted warranties and indemnities. Unless they are drafted carefully to certain rules they may not provide the remedies you think they do.

The course will look at commonly used terminology such as ‘Best Endeavours’ and

‘Reasonable Endeavours’ the duty they create and how to bring a contract to an end – the different options in your control and those beyond your control such as Force Majeure and Frustration.

Participants will be taken through key boilerplate terms with sample clauses and pointers

to drafting to ensure that contracts are effectively performed and that rights and obligations are clear and effective to pre – empt disputes and minimize risk.

Throughout the course the group will practice the drafting of clauses with feedback and coaching by the facilitator

Who should attend In-house legal counsel

Private practice lawyers Contract managers

Legal advisors and consultants Commercial Directors Legal support

Finance directors and financial controllers Managing directors

Business development managers