Module G10 - Drafting Course - 5-Days

Topics


Programme

Day 1

Principles: Formation, capacity, consideration, form, implied terms, Skills: Basics of English contractual drafting techniques: Style, document structure, deeds.

0845-0900

1

Registration

0900-0915

2

Introduction - Explanation of course objectives, programme and style of teaching

Plenary

0915-1000

3

Formation - Tutor led session on English legal principles of contract formation

Plenary

1000-1045

4

Formation - Deliberate and inadvertent contract formation – analysing case study exchanges of communication and drafting techniques

Group work

1045-1100

5

Coffee

1100-1145

6

Consideration and form - Tutor led session on English law of consideration and the use of deeds

Plenary

1145-1230

7

Consideration and form - Analysing case study transactions for consideration problems and drafting deeds

Group work

1230-1330

8

Lunch

1330-1430

9

Style and document structure - Tutor led session on drafting style and the structuring of commercial agreements

Plenary

1430-1545

10

Style and document structure - Practical drafting of agreement using case study instructions

Individual work using laptop

1545-1600

11

Tea

1600-1700

12

Implied terms - Tutor led session on terms implied into English law contracts

Plenary

1700

13

End of day 1

Day 2

Principles: Interpretation, Interpretation Act 1978, good faith, vitiating factors, frustration and force majeure, best and reasonable endeavours, Skills: Recitals and definitions, use of words of agreement, obligation, discretion, performance

0845-0900

1

Registration

0900-1000

2

Interpretation - Tutor led session on English legal principles of the interpretation of commercial contracts

Plenary

1000-1045

3

Interpretation - Analysing a case study agreement to determine its meaning in English law

Group work

1045-1100

4

Coffee

1100-1145

5

Good faith - Tutor led session on the developing English law of good faith and the meaning of best and reasonable endeavours

Plenary

1145-1230

6

Good faith, best and reasonable endeavours - Using case study instructions, drafting amendments to a draft contract presented by the other side

Group work

1230-1330

7

Lunch

1330-1430

8

Recitals and definitions, use of words of agreement, obligation, discretion, performance - Tutor led session on drafting commercial agreements

Plenary

1430-1545

9

Style and document structure - Practical drafting of agreement using case study instructions

Individual work using laptop

1545-1600

10

Tea

1600-1700

11

Vitiating factors, frustration and force majeure - Tutor led session on circumstances in which an agreement will be set aside or declared a nullity, termination as a result of external supervening events and drafting for such events

Plenary

1700

12

End of day 2

Day 3

Principles: Conflict of laws, choice of law, jurisdiction, termination clauses, ADR clauses, Skills: Dates and time periods, choice of law clauses, jurisdiction clauses, split/hybrid clauses, sovereign immunity and submission clauses, termination events, arbitration (including institutional), mediation, expert determination, cascade and other complex dispute resolution regimes

0845-0900

1

Registration

0900-1000

2

Conflict of laws - Tutor led session on the basics of the conflict of laws, the choice of law in contract and the effect of there being no valid choice of law

Plenary

1000-1045

3

Applicable law - Analysing a case study agreement to determine its governing law

Group work

1045-1100

4

Coffee

1100-1200

5

Jurisdiction - Tutor led session on jurisdiction within the European Union and drafting effective choice of court clauses

Plenary

1200-1230

6

Jurisdiction - Using case study instructions, identifying the jurisdiction(s) which might entertain disputes arising under the agreement

Group work

1230-1330

7

Lunch

1330-1430

8

Dates and time periods and termination events

Plenary

Tutor led session on drafting commercial agreements

1430-1545

9

Dates and time periods and termination events - Practical drafting of agreement using case study instructions - During this session delegates will individually be invited to discuss their previous drafting with the tutor

Individual work using laptop

1545-1600

10

Tea

1600-1700

11

ADR clauses - Tutor led session on ADR clauses

Plenary

1700

12

End of day 3

Day 4

Principles: Remedies, contract and tort damages, representations, warranties, liquidated damages, penalties, Skills: Warranties, express representations, carve outs, liquidated damages clauses, severance

0845-0900

1

Registration

0900-1000

2

Remedies, contract and tort damages - Tutor led session on remedies in English law

Plenary

1000-1045

3

Remedies, contract and tort damages - Analysing a case study agreement to determine the effect of subsequent events on the rights to damages and other remedies

Group work

1045-1100

4

Coffee

1100-1200

5

Representations, warranties, liquidated damages, penalties - Tutor led session

Plenary

1200-1230

6

Representations and warranties - Using case study instructions, marking up an agreement submitted by the other party

Individual work using laptop

1230-1330

7

Lunch

1330-1400

8

Liquidated damages and penalties - Tutor led session on drafting commercial agreements

Plenary

1400-1545

9

Drafting a Commercial Agreement – Part 1 - Practical drafting of agreement using case study instructions - During this session delegates will individually be invited to discuss their previous drafting with the tutor

Individual work using laptop

1545-1600

10

Tea

1600-1700

11

Drafting a Commercial Agreement Continued – Part 2 - During this session delegates will individually be invited to discuss their previous drafting with the tutor

Individual work using laptop

1700

12

End of day 4

Day 5

Principles: Third parties, assignment, novation, exclusion clauses, limitation of liability. Skills: Assignments, restrictions on assignment, entire agreement clauses, exclusions, limitations of liability

0845-0900

1

Registration

0900-1000

2

Third parties, assignment, novation - Tutor led session on English law position with regard to third party rights and obligations under agreements, the assignment of contractual rights and the novation of contracts

Plenary

1000-1045

3

Third parties, assignment, novation - Analysing a case study agreement to determine whether rights and obligations have passed to third parties

Group work

1045-1100

4

Coffee

1100-1230

5

Exclusion clauses and limitation of liability - Tutor led session on drafting and effect

Plenary

1230-1330

6

Lunch

1330-1545

7

Drafting a Commercial Agreement – Part 3 - Practical drafting of agreement using case study instructions - During this session delegates will individually be invited to discuss their previous drafting with the tutor

Individual work using laptop

1545-1600

8

Tea

1600-1700

9

Drafting a Commercial Agreement - A tutor led session drawing together the learning points and providing feedback on drafting done by individuals

Plenary

1700

10

End of course