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Euromoney Learning Solutions

Contract Law and Drafting

Oct 21—23, 2019
3 days
New York, New York, United States
USD 4495
USD 1498 per day

How it works


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Learn to form enforceable contracts & counter common drafting errors with this course.

This full, intense and interactive 3 day English Contract Law and Drafting course is designed to identify the forming of enforceable contracts, common drafting errors, improve and practice writing and drafting skills.

In addition address current practice in key areas of English law as used in international commercial contracts. All led by an international specialist in the field by the methodology of applied accelerated learning.

Delegates will learn to:

  • Improve legal writing and contract drafting skills
  • Learn how to avoid common drafting pitfalls
  • Understand the structure and terms that are common to contracts in English
  • Highlight selected key comparative differences between Common Law with comparisons to Civil Law jurisdictions
  • Consider the distinction between direct, indirect and a consequential damages
  • Courts attitude and interpretation of exclusion clauses
  • Refresh your knowledge of the law surrounding breach, termination and liquidated damages, enabling you to draft tighter provisions and ensure greater protection for your stakeholders
  • Share the knowledge and experience of peers from different countries and sectors


Day 1 – Making the contract

9.15 – 9.30 Welcome coffee and registration

9.30 – 11.00 Choosing English law to govern a contract

  • Advantages and drawbacks of English law for international contracts
  • Drafting a governing law clause
  • Must law and jurisdiction be the same?
  • Where can you find English law?
  • Why do English lawyers cite cases?

11.00 – 11.15 BREAK

11.15 – 13.00 Negotiations and pre-contract agreements

  • Duties during negotiations
  • Letter of comfort
  • Heads of terms / memorandum of understanding
  • Lock in / lock out agreements
  • Confidential disclosure agreement
  • Letters of intent / authority to proceed

13.00 – 14.00 LUNCH 14.00 – 15.30 Making the contract

  • Essential elements of an English contract
  • Negotiations “subject to contract”
  • Consideration and formal requirements
  • When to use a deed
  • Informal contracts
  • Commencement and duration clauses

15.30 – 15.45 BREAK

15.45 - 17.00 Contract interpretation and implied terms

  • Literal meaning
  • Business sense
  • Certainty: drafting enforceable obligations
  • Negotiated points not recorded in the contract
  • Unwritten (implied) terms
  • Can you exclude implied terms?
  •  Arguments to support your view of the contract   Day 2 – Drafting and negotiating the terms 9.30 – 11.00 Contract drafting skills

  • Top techniques for improving contract drafting

  • Traditional and modern style: costs and benefits

  • Drafting techniques for quick review and approval

  • Use of precedents and structure of the document

  • Shall / will / must

We compare two versions of a confidentiality clause for speed and accuracy of understanding, and identify which aspects of drafting make the difference.

11.00 – 11.15 BREAK

11.15 – 13.00 Reading, interpreting and amending the received draft

  • Ensuring negotiated points are included in the agreement
  • Reading, interpreting and simplifying complex clauses
  • Effective communication of the issues
  • Upward reporting
  • Drafting amendments

13.00 – 14.00 LUNCH

14.00 – 15.30 Termination clauses: law and drafting We review termination rights arising by operation of law, and the effect of termination. Against this background, we discuss the need for and effect of termination provisions in the contract. Topics covered include:

  • Termination on reasonable notice
  • Termination for breach
  • Termination rights not found in the contract
  • Excluding or restricting termination rights
  • Termination for insolvency
  • “Time of the essence”
  • Survival clauses

15.30 – 15.45 BREAK

15.45 - 17.00 Understanding boilerplate We review common clauses in commercial agreements, identifying their purpose, commercial value, and possible negotiating points. Clauses considered include:

  • Jurisdiction and arbitration
  • Force majeure
  • Third party rights
  • Assignment
  • Variation
  • Entire agreement
  • Joint and several liability
  • Severance

Day 3 – Drafting and negotiating the terms

9.30 – 11.00 Limiting liability

  • Risk assessment and drafting exclusions
  • Reviewing the clause: revealing the structure
  • Can you exclude everything?
  • Indirect and consequential loss
  • Gross negligence and deliberate fault.
  • Negligence causing death and injury
  • Drafting caps on liability.

Participants review a sample clause, identifying key points to negotiate and revising the draft.

11.00 – 11.15 BREAK

11.15 – 13.00 Indemnities

  • What is an indemnity?
  • Why add an indemnity to a guarantee?
  • Why take an indemnity against breach of contract?
  • Should an indemnity be capped?
  • Does an indemnity give you 100% of your loss?
  • Does an indemnity survive contract termination?

13.00 – 14.00 LUNCH

14.00 – 15.30 Drafting pitfalls The group will discuss key areas where uninformed drafting could lead to unexpected results, including:

  • Promises to negotiate
  • Promises to use best endeavours
  • Sole and absolute discretion
  • Definitions
  • Translating legal terms
  • Changing the governing law
  • Areas of agreement not reduced to writing
  • Unrealistic variation procedures
  • Drafting time limits

15.30 – 15.45 BREAK

15.45 - 17.00 Quiz Delegates take part in a fun and educational quiz on the principles covered in this course, revising and reinforcing their learning

Who should attend

  • Heads of legal
  • In-house counsel
  • Contracts directors and managers
  • Commercial directors and managers
  • Senior business development executives
  • Private practice lawyers
  • Professional advisors


Daphne Perry practised for 12 years as a barrister specialising in general commercial litigation until 1997, when Chambers & Partners ranked her in the top 11 juniors for commercial work in London. She then supported litigators at Denton Wilde Sapte for another 12 years with training, current...


Detailed Description
Detailed Description

Next dates

Oct 21—23, 2019
3 days
New York, New York, United States
USD 4495
USD 1498 per day

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