Course Overview
This course aims to provide commercial lawyers with practical advice on how to tackle the most common and difficult tricky problems that arise in commercial contract drafting. The course is a must for all those keen to improve their drafting skills and avoid commercial difficulties for their clients.
The top 20 tricky problems will derive from the following areas:
1. Concluding the deal - the point where informal negotiations turn into a binding agreement, whether the last shot works, signing up after performance or never getting around to signing up, electronic contracting.
2. Dealing effectively with the ‘sales pitch’ - Entire agreement clauses and references to schedules, memoranda and other documents
3. Exclusion clauses and limiting liability - How can you limit liability under a contract? What are standard terms and conditions under UCTA? Direct and indirect loss?
4. Extending and quantifying liability whether to use an indemnity or a guarantee? How to avoid a penalty clause.
5. When is a breach not a breach? -Termination for any breach, repeated breaches, breaches that can be remedied? Policing the contract through drafting, Service level agreements
6. Boilerplate and the hidden dangers of "standard" wording ‘force majeure’ ‘time is of the essence’ etc.
7. Retention of title traps and increasing recovery effectiveness
8. Checking out the TUPE angle.
9 Implied terms – is there anything I should have known?
10.The international dimension- arbitration, exclusive or non-exclusive jurisdiction - the relationship between drafting a jurisdiction clause and seeking an effective remedy