UCL Faculty of Laws


Drafting, understanding and working with contracts: An advanced-level workshop

26 June 2017, 9:00 am–5:00 pm


Event Information

Open to



Mark Anderson


UCL Laws, Bidborough House, 38 - 50 Bidborough Street, London WC1H 9BT

About this course

This practical, one-day course provides training and practical exercises in the drafting of commercial contracts. At the end of the course you should have a better understanding of how to draft, understand and work with contracts.

This advanced-level course is designed for lawyers and commercial managers who have at least two years’ experience of drafting the detailed terms of contracts, including legal terms, and who wish to increase their technical understanding, through a mixture of teaching and practical exercises.

This course is not suitable for beginners or people who draft contracts only occasionally. Mark Anderson runs other courses at an introductory or intermediate level, including in-house courses. Please contact him for further details at mark@andlaw.eu

Specific topics to be considered in the workshop will include:

  • Why legal drafting is often sub-optimal
  • Examples of good and bad drafting practice
  • Techniques for clear business writing, and variations for drafting contracts
  • Conventions, traditions and assumptions in contract drafting
  • Contract drafting in the real world
  • Contract drafting with an eye on the courts
  • Special ‘plain English’ requirements for consumer contracts


Relationship with Ken Adams’ course at UCL, Drafting Clearer Contracts

This course has been designed to complement, and minimise overlap with, a course run annually by Ken Adams at UCL Faculty of Laws, titled Drafting Clearer Contracts. The two courses are independent of one another, though Mark Anderson broadly agrees with the approach that Ken takes. Ideally, you would consider going on both courses.

Ken’s course focuses simply on how to draft clearer contracts, using as its source his highly regarded book,  A Manual of Style for Contract Drafting. His book can be viewed as ‘highway code’ or set of rules and principles for clear contract drafting, designed to avoid disputes over the meaning of what is said in the contract. His course explains some of those rules and principles, including his ground-breaking ideas on categories of contract language.

Drafting, Understanding and Working with Contracts takes an approach that might be described as the how, why and what of drafting contracts. It includes practical suggestions for better drafting, which are mostly aligned with Ken’s ideas. Topics have been chosen so as to cover mostly different ground from Ken’s course. This course also considers why traditionally-minded practitioners draft the way they do, how to deal with the imperfect drafting that one encounters in negotiations, and how to keep an eye out for the courts’ approach to interpreting contract wording. In other words, we take a broad, practice-based approach, while supporting the general themes of Ken’s teaching.

Preparation for the course

Although not essential, attenders may find it helpful to read the following practitioner texts as preparation for the workshop:

Drafting and Negotiating Commercial Contracts, Mark Anderson and Victor Warner (3rd edition, Bloomsbury Professional, 2012)

A-Z Guide to Boilerplate and Commercial Clauses, Mark Anderson and Victor Warner (3rd edition, Bloomsbury Professional, 2012)

Learning outcomes

At the end of this course, attenders should have a better understanding of the building blocks of effective contract drafting, including getting clear instructions, using clear but precise language, the benefits and limits of plain English, recognising and avoiding legal jargon, taking account of the court’s approach to interpretation, and recognising the different approach required for consumer 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

Course programme

09:30Introduction to the workshop: Outline of workshop programme Contracts as technical documents to record legal obligations Combining maximum clarity, legality, and commerciality: how realistic?
09:45Analysis of defective drafting: Case examples illustrating poor quality drafting: Group discussion of defects and potential improvements Recommended drafting improvements, illustrating standard techniques for clear drafting
11:15Legal and ‘official writing’ conventions, traditions and assumptions: Review of existing conventions Critical analysis of whether these are consistent with best contract drafting practice
12:00Practical exercises; discussion of answers
13:45Drafting in the real world: How the pressures of negotiation affect contract drafting: case examples How to reconcile commercial imperatives with drafting best practice
14:30Drafting with an eye on the courts: How the English Courts construe contracts The Canons of Construction Magic wording: the interpretation of particular words and phrases Value and limitations of case law of the draftsman
15:30Workshop on drafting contract clauses
16:15Plain English: What is it, really, and when it is best practice? When is it required: consumer contracts, etc Limitations of plain English techniques for contract drafting How to manage drafting in complex situations (if time): Multi-party agreements International negotiations Settlements and other ‘contentious’ agreements
17:00Close of Workshop