Writing Effective Legal Documents and Commercial Contracts

Objectives

Better understand the needs of their internal and external clients
Create more effective legal documents in English
Structure their documents using best writing practices
Select appropriate English language for the legal tasks they face
Improve the clarity and usefulness of their legal writing
Structure a standard commercial contract
Identify the key terms and conditions that they should include in a contract
Use model contracts and templates as a basis for their own work
Draft appropriate terms and conditions for a range of commercial activities
Identify unacceptably risky terms and conditions in the proposed contracts of partners, contractors, vendors or other parties
Propose alternative draft wording to protect their client’s commercial interests, when negotiating with others

Outline

Principles of Effective Legal Writing
• Introduction, objectives and scope of the workshop
• What is effective legal writing?
• Techniques to write clearly
• Structuring your legal analysis
• Choosing appropriate legal language while avoiding ‘legalese’
• Effective editing of a legal document
• Applying the principles to letters, emails and general correspondence
• Drafting exercises
Best Practices in Drafting a Legal Memorandum
• Choosing an appropriate heading
• Describing the background and purpose of the memorandum
• Framing the legal issues
• Providing the short answer
• Statement of the facts
• Analysis of the issues and how the law applies
• Conclusions and recommendations in the memorandum
• Drafting Exercises
Principles of Contract Drafting
• Why contract drafting skills are important
• Complying with contract law essentials
• Using appropriate contract language
• Contract methodologies, including
o Bespoke written agreements
o Using general and special terms and conditions
o Using Purchase Orders with standard terms and conditions
o Framework agreements
o Deeds
o Letters of intent, Heads of terms and MoUs
• Working with model contracts and templates
• Drafting exercises
Preparing the Contract Draft
• Reflecting the purpose of the transaction
• Analysing and mapping out the contractual transaction process
• Structuring the contract draft
• Contents of the front and back of the contract
o Title
o Parties
o Recitals
o Dates
o Definitions
o Signatures
o Attachments, Exhibits and Schedules
• Using Boilerplate clauses, such as
o Governing law clause
o Dispute resolution process
o Contract variation mechanism
o Confidentiality obligations
o Assignment and sub-contracting
o Force Majeure
o Notices and communication clause
o Drafting exercises
Managing the Negotiated Draft Agreement
• Working with the other parties to the contract
• Analysing their contract clauses for hidden risks
• Negotiating the liability clauses
o Who bears the risk?
o Exclusion and limitation of liability
o Indemnity and insurance clauses
o Bonds and Guarantees
o Liquidated damages clauses and penalties
• Using clauses that impose obligations or grant powers or permissions, such as
o Inspection
o Default
o Termination
• Using the concept of “reasonableness”
• Payment and other financial terms
• Drafting exercises

Who Should Attend ?

Corporate and Commercial In-House or External Lawyers / Advisers, especially those involved in:
Providing legal advice to corporate functions, including to top management or the board about the meaning of terms and conditions in contracts and other documents
Drafting instructions to or seeking advice from outside counsel or other legal experts
Preparing, drafting and negotiating terms and conditions in supplier contracts, joint venture agreements, production licences, drilling permits and other legal commercial documents
Commercial Contracts Professionals who assist the procurement teams in purchasing activities
Members of the procurement team who manage supplier contracts and have to apply the terms of commercial agreements
Any other staff member who assists or is involved in preparing legal documentation