Commercial Contracts: legal principles and drafting techniques

Overview

When you sit down to draft a contract today you have to think of so many issues.

One example is that more cases are now being argued with reference to the Human Rights Act: how might your contract be interpreted in the light of it and what are the dangers of infringing it?

The distinction between exclusions of liability and limits of liability can also cause problems. As can the difference between best endeavours and reasonable endeavors. These and many other vital questions are all covered in this expert briefing.

This briefing takes into account all the latest legislation and case law and highlights best practice drafting techniques. You will also find crystal-clear explanations and guidelines to a host of case studies illustrating the law and its application.

 

Who should buy this Briefing?

• In house lawyers
• Solicitors in private practice
• Contracts managers
• Commercial directors and managers

 

The benefits of this Briefing

This briefing will help you:

• Understand the pitfalls and pluses to using an effective structure and format of a typical commercial contract
• Get-to-grips with all the typical clauses and how to most effectively use them
• Master practical drafting techniques for writing clear, unambiguous and understandable commercial contracts

Content

Commercial and legal objectives of contracts What is a commercial contract? Why have contracts? Contract title Contract introduction or recitals Contract formation life cycle Sequence of contract terms Which party should initiate the contract? Standard terms and conditions Framework agreements Presentation aspects Parties and interests in the contract Contractual capacity Attesting the contract Transferring the contract Third parties’ interests Planning the contract Contract formation “Battle of the forms” Online contracts in the EU Law and jurisdiction Prior to agreeing the contract Pre-contract representations ‘Unjust enrichment’

Valid and invalid contract terms Sales and services contracts and implied terms Exclusion and limitation clauses The law on unfair contract terms Interpretation Definitions Terminology ‘Best endeavours’ and ‘reasonable endeavours’ Interpreting the meaning Specific contract clause content Time for delivery Risk in delivery Force Majeure Waiver Severability Notices Duration and termination Legal risk management Contracts and legal risk management Disputes and risk management Contract administration and legal risk management Confidential information Appendices Appendix 1 – List of cases cited Appendix 2 – List of statutes and other enactments mentioned in the text

The author

Rachel Burnett runs her own IT legal services firm, which specialises in all IT-related agreements: IT services, products and systems, data and information provision, e-commerce, copyright licensing and assignment. Before her legal career, Rachel was an IT professional in system development and project management. Rachel is an associate lecturer and regional manager with the Open University, and is an experienced presenter both in the UK and abroad, delivering courses which focus on the practical application in business law, intellectual property and information technology.