Introduction to Contracts

About this course

This course explains why contracts look the way they do. We highlight the useful features of a contract and the unnecessary features that reflect ‘tradition’. We deconstruct some of the jargon and complexity, and show how contracts can (and should) be written in straightforward language. We explain the process that lawyers, clients and support staff typically follow when working with contracts. We discuss the different stages in the life of a contract, and some of the activities that are encountered at each stage. These stages include drafting, negotiating, approving, signing, administering, performing, amending, terminating and litigating contracts.

This practical course is designed for people who wish to understand contracts better. You don’t need to be a lawyer to benefit from the course, though it contains information that would be useful to paralegals, trainees and even qualified lawyers who are not used to looking at contracts and would like an introduction to the subject. Past participants have included a team of engineering project managers from a water utility company, a team of legal secretaries from a well-known media company, and research contract managers from universities and research funding bodies. Managers and administrators who are new to a role that involves working with contracts will find the course useful, as will more experienced staff who would like to understand better the legal and commercial background to their work with contracts.

Specific topics to be considered in the workshop will include:

• What makes it a contract?
• Why are contracts written this way?
• The process of negotiating and signing contracts
• Administering existing contracts, including record-keeping
• Amending and terminating contracts
• Administering disputes over contracts

Comments from previous attenders of this course:

• Everything was explained clearly and the subject matter was interesting.
• The course was really well paced – We didn’t spend too long on each individual topic, but long enough to feel confident in what was being discussed.
• Really easy to follow, yet subject matter was quite in depth. Easily applicable to a technology transfer environment.
• Just wanted to thank you for organising the above course. I thought it was excellent. I thought Mark was informative and extremely interesting and we were all commenting on how nice he was. Great course, very worthwhile and really felt like I have learnt something and used my brain.

Learning Outcomes
At the end of this course, attenders should be familiar with the basic structure of a conventional commercial agreement, some standard techniques for writing contractual obligations clearly, the typical process for negotiating and signing contracts, the need for monitoring contractual obligations after signature, and the process for terminating contracts.

If you have any queries about this course please contact Lisa Penfold at the UCL Faculty of Laws by emailing lisa.penfold@ucl.ac.uk

Schedule of the course

09:00 Registration

09:30 Introduction to day’s course
Overview of managing and administering contracts
What makes it a binding a contract?
Different types of contract and non-contract

09:45 Why are contracts written this way?
Typical contract formats
Legal language and terminology
Techniques for drafting clear contracts – avoiding the whereases and hereinafters

10:30 Negotiation and signature of contracts
Avoiding premature contractualisation – “subject to contract” etc
Approval and signing formalities, witnessing, notarisation
Practical aspects of making sure the contract is properly executed

11:00 Refreshments break

11:15 Administration of existing contracts
Responsibility for (a) managing, (b) administering contract
Maintaining original contracts; pdf copies of signed versions
Recording key events and obligations; contracts databases
Contract negotiation files; archiving and destruction
Contract amendments

12:00 Practical exercises; discussion of answers to exercises

13:00 Lunch

14:00 Termination of contracts
Sending a valid notice of termination – what does the contract require?
Calculation of time periods (e.g. “3 months’ notice”)
Consequences of termination – actions

14:39 Contractual disputes
Different types of dispute
Practical steps for dealing with disputes; protecting your organisation’s legal position
“Privileged” and “without prejudice” correspondence
Different types of dispute resolution, including mediation, arbitration and litigation – which method (and location) is preferred?
What will your lawyers need from you if a dispute arises?

15:30 Tea

15:45 Interpretation of contracts by the courts
How is contractual wording interpreted?
Words that have a special legal meaning, eg indemnities, warranties, representations

16:15 Group discussion of a detailed contract

17:00 Course ends

 

About the tutor

The course has been designed, and will be run, by Mark Anderson. His credentials are:

Solicitor: He is a practising solicitor, who is recommended in Chambers Directory for both life science transactions and IP. He is recommended in the international guide, IAM Patent 1000, as a leading UK lawyer in the field of IP licensing. His blog on IP contracts, IP Draughts, was made a member of the Blawg100 by the American Bar Association in 2012. He is a Certified Licensing Professional (a qualification established by the Licensing Executives Society (US and Canada) and a Registered Technology Transfer Professional.

Trainer: He has run CPD courses on IP and contract subjects since the 1990s. He is a visiting lecturer at the UCL Faculty of Laws, and is the course director of a 5-day course, Intellectual Property Transactions: Law and Practice, which is run by UCL’s Institute of Brand and Innovation Law. This course has won two awards: (1) a Law Society Excellence Award (Highly Commended) in the Learning and Development category, and (2) a UCL Provost’s Teaching Award.

Drafter: He and his colleagues have drafted hundreds of precedents for commercial contracts, including IP contracts, which have been published by OUP, LexisNexis and others.

Author: He is the author or co-author of 7 practitioner texts on IP and contract drafting subjects, published by OUP, LexisNexis, Bloomsbury and Law Society Publishing. These include:

1. Technology Transfer (3rd edn, Bloomsbury, 2010). ‘All practitioners who deal with technology transfer arrangements in England and Wales should own a copy of this work.’ (Journal of E-commerce, Technology and Communications)
2. Drafting and Negotiating Commercial Contracts (3nd edn, Bloomsbury, 2010). ‘It is one of the best, if not the best, texts on the principles of commercial drafting… The material is extremely well written and accessible.’ (Student Law Journal).
3. Execution of Documents (2nd edn, Law Society, 2008). ‘This is, for a highly technical law book, a riveting read. Keep it on your shelves and you’ll be confident that you will have the answer to most issues about how to make a legal document work.’ (New Law Journal)
4. A-Z Guide to Boilerplate and Commercial Clauses (3nd edn, Bloomsbury, 2010). ‘An extremely useful reference work, the book will be of great benefit to in-house counsel drafting commercial contracts’ (the In-House Lawyer). ‘[The book] is very useful and I hope that it will reach a wider audience.’ (His Honour Humphrey Lloyd QC, The International Construction Law Review).

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