Overview

As lawyers and commercial managers, we are creatures of habit. When we draft commercial contracts, we use familiar templates and clauses. The wording of contracts evolves slowly, but many of the themes and contract structures would be familiar to practitioners from previous centuries.

This practical course considers some important areas of English law and legal practice that influence the drafting of commercial contracts. As modern contract drafters, we should know when a particular feature of a contract is legally significant (and omitting it, or wording it badly, may present a risk), or just a tradition or bad habit that can be ignored or avoided. In some cases, the wording may reflect the legal framework or drafting habits of another jurisdiction, particularly where US templates are used; this may create problems of interpretation if the contract is made under English law.

In a series of eight one-hour, lunchtime sessions (13:00 - 14:00), we will go methodically through the main parts of a conventional contract and examine the usefulness or otherwise of its features. The main focus of the talks will be on English law, but the discussion will include reference to practice in other jurisdictions, both common law and civil law.

You'll learn about:

• Identifying the parties accurately, including the dangers of including Affiliates.
• The consequences of badly-drafted recitals.
• Best practice in drafting definitions.
• Unnecessary interpretation clauses.
• Implied terms; legal jargon, including time is of the essence, best endeavours
• Warranties of authority and capacity – are they a waste of time?
• Excluding liability for indirect loss – does this make commercial sense?
• Indemnities – the different types – why do you need them?
• Boilerplate clauses – which ones are critical?
• Signature blocks – who, what, where?

Course content

Topics that will be covered include:

• Session 1 – Preliminaries: dating, parties, recitals
• Session 2 – Definitions and interpretation
• Session 3 – Implied terms, use of legal jargon: practical issues
• Session 4 – Warranties and disclaimers
• Session 5 – Liability and indemnities
• Session 6 – Termination clauses
• Session 7 – Boilerplate clauses
• Session 8 – Signing issues

Who this course is for

The course is suitable for lawyers and contract managers who care about the technical content of their contracts, how that content might be interpreted by an English court, and achieving legal certainty. In other words, the course is at the interface between legal theory and practical drafting. You will probably have some experience of drafting and negotiating contracts.

NOTE: This course is not about negotiating issues, or what deal terms you should include in your contract.

Teaching and structure 

This course is run online eight 1-hour lunch time session. You'll need to attend from 1-2pm each day. 

You'll need to download Zoom to your computer or use the online version of Zoom. You'll be sent the meeting id number and password on the Friday before your course.

You'll be able to access course materials via a SharePoint site.

Costs and concessions

The standard price is £720

Discounts are available for:

• UCL Alumni (£620)
• UCL Institute of Brand and Innovation Law sponsoring firms (£620)
• full-time academics (£600)
• lawyers working in the NHS or a government legal department (£600)
• groups of three or more from the same firm (£640 per person)

Course team

Mark Anderson

Mark is a practising solicitor, who is recommended in Chambers Directory for both life science transactions and IP. He's 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's a Certified Licensing Professional (a qualification established by the Licensing Executives Society (US and Canada)) and a Registered Technology Transfer Professional.

He's run CPD courses on IP and contract subjects since the 1990s. He's 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: a Law Society Excellence Award (Highly Commended) in the Learning and Development category, and a UCL Provost’s Teaching Award.

Course information last modified: 20 Feb 2024, 15:34