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Drafting Commercial Contracts Training Course

A practical and interactive two-day programme designed to develop your skills to draft clear and concise commercial agreements. This comprehensive two-part programme focuses on delivering practical and applied training of the key drafting skills.

28-29 Oct 2020

& 15-16 Feb 2021 , 22-23 Feb 2021 , 27-28 Oct 2021 , 3-4 Nov 2021

Book now

Details

Course overview

Negotiate and draft clear and concise commercial agreements that meet the challenges of today’s commercial environment

Business is founded on the crystallisation of the terms of a deal and clarity and fair construction are key to a successful commercial agreement. Without a clear agreement, commercial and legal disputes are likely and unclear agreements are one of the largest causes of costly commercial litigation.

With this in mind, Mark Weston and Falconbury have developed this modular and comprehensive multi-part programme that focuses on delivering practical and applied training of the key drafting skills needed to create transparent and direct contracts that deliver on a legal and commercial level. Each section of the course builds on the section before.

Part One: Drafting, Structure, Interpretation and Formation of Contracts focuses on developing a robust structure and formation to your contracts and expanding your drafting skills to deliver concise and watertight agreements. It will also explain the fundamentals of how contracts are interpreted.

Part Two: Precise and Careful Drafting looks in more detail at the more complex clauses and how they can be drafted and applied to leverage commercial value and manage legal risk.

By attending this programme you will:

  • Examine assignment and novation to ensure you are suitably protected in the case of transfer or sale of rights
  • Consider the purpose and effect of typical boilerplate clauses and how you can leverage value for your organisation through clearer drafting
  • Get to grips with payments and interest terms to understand how penalties can be applied
  • Expand your knowledge of the risk of drafting a contract without a confidentiality clause
  • Understand the risks that can be created through poor drafting in practical exercises under the guidance of the expert
  • Discuss any disputes or issues you are facing with colleagues from other organisations to gain new ideas and perspectives
  • Understand the pitfalls and pluses to applying an effective standard structure and format to every contract
  • Master practical drafting techniques to write concise and effective agreements
  • Examine special contractual arrangements and letters of intent
  • Learn how to interpret variations and time-is-of-the-essence clauses
  • Clarify the distinction between ‘best endeavours’ and ‘reasonable endeavours’ – essential terminology in commercial contracts
  • Get up to date with the use and drafting of contractual warranties and indemnities
  • Understand the effect of exclusion and limitation clauses, and how they can be used to manage your exposure

Practical interactive learning style

This workshop-style programme has been designed to offer a practical solution to your drafting challenges. Throughout the programme the expert presenter will use a balanced mix of theory, group exercises, discussion, sample clauses and case studies to provide you with a comprehensive portfolio of practical tips and techniques to draft contracts which meet your commercial objectives as well as ensuring that there are no ‘surprises’ further on.

Who should attend?

This programme has been specifically designed for those who want to enhance their practical drafting skills and who have a knowledge of the law, including:

  • In-house lawyers
  • Private practice lawyers
  • Commercial and contracts directors and managers
  • Procurement personnel
  • Compliance officers
  • Company secretaries

Presenter's firm

Hill Dickinson logo
 
Hill Dickinson is a leading and award-winning international law firm with offices in London, Liverpool, Manchester, Sheffield, Piraeus, Singapore, Monaco and Hong Kong. As a full service law firm, it delivers advice and strategic guidance spanning the full legal spectrum from non-contentious advisory and transactional work, to all forms of dispute resolution.

Its commitment is to provide a fast and efficient service wherever its clients operate. As its business has grown and diversified, it has recognised the strength and importance of the principles held by its people; putting clients first and operating as one team to realise its goals and share its success. These principles have formed the foundation of its culture and the way its lawyers interact with one another and the firm’s clients. They are what distinguish it and are vital to its future.

The firm is on the panel of a number of national and international organisations and regularly competes against many of the City firms. In recent months they have been able to win a number of panel reviews against City firms.

Clients of the firm include

• Carrs Milling Industries • Co-operative Group • CRH Group • Elstree Film Studios • Halewood International • Health Education England • Iceland Foods • Johnson & Johnson plc • Lavinia Corporation • Lloyds Bank • National Express • Odeon Cinemas • Peel Group • Stobart Group • United Utilities plc • Zeneca Group.

To find out more out what Hill Dickinson can do for you click HERE.

Programme

Contract interpretation

  • Systems of law
  • Civil law vs common law approaches to drafting
  • Precedent (and some Latin)
  • Interpretation and construction
  • Clarity and ambiguity: Arnold v Britton, Wood v Capita Insurance
  • Ambiguity: Investors Compensation Scheme v West Bromwich
  • Classical contract interpretation (six canons)
  • Modern contract interpretation (ten principles)
  • The effect of Brexit on contract drafting and interpretation
  • Admissible background
  • Private dictionary principles

How do you form a contract? PART 1

  • Ingredients to form a contract
  • Classical
    • Offer
    • Acceptance
    • Consideration
    • Battle of the forms
    • Other elements in formation
  • Sui generis formation

How do you form a contract? PART 2

  • Distinctions between negotiations and contracts
    • Have you accidentally formed a contract while negotiating?
      • The six steps of Pagnan Freres
      • 'Subject to contract’
      • 'Without prejudice’
    • RTS Flexible Systems Ltd v Molkerei Alois Mülle

Commercial contract format and structure

  • Splitting form from content
  • Form
    • Law and custom
    • Tone and format
    • Deed or under hand?
    • Drafting techniques
      • Mapping: free drafting (when you have no precedent)
      • Mapping: tied drafting (when you have a starting point)
  • Structures of typical commercial contracts

Ancillary documentation and contracts

  • Drafting for certainty
  • Pre-contract documentation and discussions
    • Tendering
    • Prevention is better than cure
    • Negotiations
    • TLAs
    • NDAs
  • Content of TLAs
  • Agreements to agree
  • Variations

Terms: implied, express and standard PART 1

  • Implied terms
    • Three types
    • The 2015 revision
    • Plus 1

Terms: implied, express and standard PART 2

  • Express terms
    • Time is of the essence
    • Best endeavours clauses
    • Reasonable endeavours
    • Nuances and efforts
    • The obligation spectrum
  • Meaning of standard terminology
    • Reasonable
    • Substantial
    • Material

Drafting techniques: the easy but not well-known stuff PART 1

  • Practical tips

Drafting techniques: the hard stuff and not well-known stuff PART 2

  • Differences between ‘shall do’, ‘will do’, ‘endeavour to do’
  • Understanding WCI and why you cannot draft contracts without them
  • Differences between warranties, undertakings and representations
  • Differences between warranties and indemnities

Exclusion and limitation clauses

  • Myths about liability clauses
  • Internationally accepted practice
  • Economic rationale for this area of law
  • The liability protection spectrum
  • Jurisdictional differences
  • Factors affecting liability… or not
  • Negotiating liability clauses: risks and responsibilities
  • The ACE principle
  • Acceptance of risk
  • Capping of risk
  • Exclusion of risk
  • Arguments used by each side when negotiating
  • Drafting a liability clause: tips, tricks and techniques
  • The change in law and practice since 2016
  • Indirect and consequential loss: the changing position since 2017
  • UCTA and CRA

Introduction to boilerplate

  • A functional methodology

Transferring contractual rights and obligations

  • Transferring rights
    • Assignment
    • Novation
    • Other transfers
    • An exercise: in the real world
  • Third-party rights
    • Privity
    • Some history
    • Practical examples
    • The new rules
    • Drafting issues and traps

Welded boilerplate

  • Interpretation
    • Importance
    • Start vs finish
    • Headings and titles
    • Usual interpretation clauses
  • Notice and communications
    • Purpose of a clause
    • Problematic clauses
    • Relevant case law
  • Waiver
    • Purpose
    • Effect
    • Clause
    • How does it work?
    • Variation
    • The remedies addendum
    • The 2018 revision
  • Invalidity and severance
    • Purpose
    • Invalid clauses – and consequences
    • Blue pencil test
    • Repair
    • Clause
    • Bolt-ons
  • Joint and several liability
    • Joint/several/joint and several differences
    • Purpose
    • Clause
    • Bolt-ons
  • Force majeure
    • Purpose
    • Some history
    • A partisan view of risk
    • What is force majeure?
    • Effect
    • Procedure
    • Clause
    • The court

Payments and interest

  • Payment clauses
    • Purpose
    • Goods default
    • Clauses
  • Interest clauses
    • A clause: charging interest for late payment
    • Penalties and rates of interest
    • Force majeure and payments
    • The importance of waiving rights – or not

Confidentiality clauses

  • Doing without a confidentiality agreement
  • A confidentiality clause: the practice
  • A definition: what is confidential?
  • Clause outline
  • Sample clauses

Term and termination; entire agreement clauses; governing law, jurisdiction and dispute resolution clauses

  • Term and termination
    • Purpose
    • Term
    • Termination
    • Reasons for termination
    • Consequences of termination
    • Survival
  • Entire agreement clauses
    • Purpose
    • Problem
    • A new purpose
    • The law
    • Drafting a clause
    • Documentary inclusion/exclusion
  • Governing law, jurisdiction and dispute resolution clauses
    • Governing law
    • Jurisdiction
    • Dispute resolution clauses

Presenter

Mark Weston (More...)

Mark Weston is a partner at Hill Dickinson LLP and is the Head of Information Technology, Intellectual Property and Commercial (London). Mark joined the firm from Matthew Arnold and Baldwin LLP where for 12 years he was a partner and Head of the Commercial, Intellectual Property and Information Technology Group, before which he spent several years at Baker McKenzie.

Expertise: Mark’s practice covers both non-contentious and contentious matters in all areas of commercial law, intellectual property law, information technology law, Internet, electronic commerce and on-line services law. He specialises in commercial and Tech issues.

Clients: Just some of Mark’s more well-known clients include Elstree Film Studios, Defaqto, mysupermarket.co.uk, Groupon, RTL Group S.A., Retailcorp Brands LLC, The Gulf Marketing Group, Europcar, Hilton Hotels and the BBC.

Some detail: Mark has extensive experience in advising clients on all manner of commercial matters (such as business planning and solutions, franchising, distribution, agency and marketing) through branding and intellectual property exploitation and licensing, to advice and documentation regarding hardware and software issues (such as development, licensing, maintenance and distribution, SaaS and cloud, Internet transactional solutioning, B2B, B2C and B2G electronic commerce, S-commerce and M-Commerce, social media, outsourcing, facilities management, procurement, IT policies, data protection (privacy), GDPR and freedom of information issues). He has a particular expertise in new digital business and revenue streams. He is also experienced in dealing with software disputes and IT litigation. The increasingly extensive media side of his practice relates primarily to publishing (both real world and digital content), to games and gaming platforms (and particularly transmedia technologies), advising companies about their advertising onscreen, online and in print and managing their public communications strategies generally (dealing with the CMA and ASA in the process) – and also a smattering of television, film and music exploitation.

More unusual:

Mark has previously spent several months on secondment to Hewlett Packard and he has also been seconded to assist in the legal problems arising in new technology companies such as Symbian. From 2000 to 2001, Mark was resident in the Chicago office of Baker & McKenzie advising US clients on European and UK aspects of IT and electronic commerce law and practice.

Mark is the author of the Legal Practice Companion, a parallel text book at several law schools, the editor of the IP and Media Law Companion as well as the rest of the Companion series of books published by Bloomsbury Professional, Tottels, Cavendish Publishing and Oxford University Press. He has noted numerous reports for the IT Law Reports and is widely published in Computing, Computers & Law, Computer Law & Security Report, IT Law Today, Intellectual Property World, Solicitors Journal and many other journals both online and offline. Mark has also authored articles syndicated in the national and trade press and is regularly quoted in national newspapers. Mark is the author of the Business Names on the Internet chapter in the PLC Ecommerce Manual as well as numerous other articles on various Commercial & IT law topics.

Mark lectures regularly on all Commercial, IP and IT law topics, most recently lecturing at the IBC IT ‘Summer School’ Programme in Cambridge, England; the Falconbury two-day and three-day Commercial Contracts seminars (run several times a year) and IT Contracts seminars (run three times a year) in London; and he has previously lectured at the Annual On-line & Internet Commerce Law Institute seminar in Chicago and tutored at University College London. He also runs a programme of bespoke training schemes on commercial law, IP law and IT law as well as soft skills programmes such as negotiation skills and presentation skills.

Finally, you will have seen that Mark likes blogging and writing books, which are available at all good bookshops! He also appears regularly on BBC1 (usually providing advice on-screen to BBC Watchdog) and also on Sky News as a legal commentator, as well as trying to avoid the huge quantity of pink powder the TV make-up girls want to apply to his increasingly receding hairline.

Book now

Book now

28-29 Oct 2020
Live webinar
28-29 Oct 2020
Live webinar
GBP 1,099.00
EUR 1,579.00
USD 1,786.00
+ VAT @ 20.00%
Enrol now
Limited
places

to attend
Live webinar

Please note: this event is being organised by our training partner Falconbury; clicking Enrol will take you to falconbury.co.uk to complete your purchase.
15-16 Feb 2021
Face-to-face, (venue not yet confirmed)
15-16 Feb 2021
Face-to-face
(venue not yet confirmed)
GBP 1,099.00
EUR 1,539.00
USD 1,714.00
Until 4 Jan 21*
Enrol now
to attend
Face-to-face
(venue not yet confirmed)

Please note: this event is being organised by our training partner Falconbury; clicking Enrol will take you to falconbury.co.uk to complete your purchase.
  • 2 days of classroom-based training
  • Meet presenters and fellow attendees in person
  • Lunch and refreshments provided
  • Download documentation and certification of completion
  • Fair transfer and cancellation policy
22-23 Feb 2021
Live webinar
22-23 Feb 2021
Live webinar
GBP 899.00
EUR 1,299.00
USD 1,474.00
Until 11 Jan 21*
Enrol now
to attend
Live webinar

Please note: this event is being organised by our training partner Falconbury; clicking Enrol will take you to falconbury.co.uk to complete your purchase.
27-28 Oct 2021
Live webinar
27-28 Oct 2021
Live webinar
GBP 899.00
EUR 1,299.00
USD 1,474.00
Until 15 Sep 21*
Enrol now
to attend
Live webinar

Please note: this event is being organised by our training partner Falconbury; clicking Enrol will take you to falconbury.co.uk to complete your purchase.
3-4 Nov 2021
Face-to-face, (venue not yet confirmed)
3-4 Nov 2021
Face-to-face
(venue not yet confirmed)
GBP 1,099.00
EUR 1,539.00
USD 1,714.00
Until 22 Sep 21*
Enrol now
to attend
Face-to-face
(venue not yet confirmed)

Please note: this event is being organised by our training partner Falconbury; clicking Enrol will take you to falconbury.co.uk to complete your purchase.
  • 2 days of classroom-based training
  • Meet presenters and fellow attendees in person
  • Lunch and refreshments provided
  • Download documentation and certification of completion
  • Fair transfer and cancellation policy

Learn more about our face-to-face and webinar training formats.

* Note the early booking discount cannot be combined with any other offers or promotional code

Continuing professional development

This course qualifies for the following CPD programmes:

  • CPD certificate of attendance: 12.00 hours

Customised in-house training

We can customise this course to meet the requirements of your organisation and deliver it at your location and/or online.

Contact us

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  • FR Aviation Ltd
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  • Regulator of Social Housing
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  • Somerset County Council
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The speaker brought a good energy to the course. He was able to keep the attention of the audience and involve the audience during the presentation. I particularly liked his drafting tips and tricks.

Issam Moustaine, Legal Counsel, TomTom, Feb 20

It was a very beneficial and interesting course and I thoroughly enjoyed it. Mark and his presentation skills were exemplary.

Elaine Kennerk, Senior Paralegal, Aspen Pharma Ireland, Feb 20

I was hoping to achieve greater in-depth understanding of the individual clauses that comprise a commercial contract and, yes, I did receive this information in a significant amount of detail – more than I was expecting in a short amount of time. The material provided was of an excellent standard and very useful to self-learn afterwards. Mark was great, he was very thorough and clear and really engaged the listener throughout the course. I particularly liked the examples which were very relevant to the course and provided some context to the application of the clauses. The presentation was detailed and contained a lot of information to help you draft commercial contracts.

Manpreet Sirha, Contracts Manager, Insight UK, Oct 19

Very enjoyable and interesting course in which I learned a lot. I will go away feeling a lot more confident in my ability to draft commercially sound and risk-free agreements.

May Al-Taher, Contracts Manager, Reed in Partnership, Oct 19

Good and intensive course. Very good speaker.

Rita Timoteo, Lawyer, NAV PORTUGAL E.P.E., Oct 19

A great speaker. Mark is brilliant and knows how to make the content of the course entertaining and interesting. He also has very good social skills and knows how to make everyone feel included and comfortable.

Laure Corbier, Lawyer, UEFA, Oct 19

I wanted a refresher and also to sharpen my drafting skills and the course exceeded my expectations. It gave me an in-depth insight into the boilerplates and I now have a better understanding on the use and effect of certain clauses in commercial agreements. [Mark] is not only knowledgeable, he is also a great lecturer.

Motunrayo Wale Balogun, Legal Officer, Stanbic IBTC, Oct 19

A very informative and enjoyable course with detailed content from an engaging speaker. He had great pace and the perfect balance of humour and work.

Lynda Bell, Corporate Lawyer, Danske Bank, Oct 19

Fantastic course. Mark is extremely knowledgeable and had examples for every question that was thrown at him.

Francesca Gould, Commercial Manager, Ensono Limited, Feb 19

Mark was extremely knowledgeable and presented a usually dry subject in a manner that was interesting, detailed and helpful.

Rukhsana Arif, Head of Legal Services, Trident Group, Oct 18

Presentations were great, speaker was engaging and content was clear and useful.

Jessica Marcos, Operations Manager, King's College London, Oct 18

Mark is totally awesome. Charming, entertaining and puts everyone in the room at ease. He is clearly an expert in his field and explained the subject in a way that a simple layperson like myself could understand. He made the subject way more interesting than I imagined it would be. It was a pleasure and an honour to spend two days in his company.

Zowie Recchi, Commercial and On-boarding Co-ordinator, Premier Medical Group Ltd, Oct 18

Generally excellent. Presenter very good and knowledgeable.

Timothy Cole, Commercial Manager, Premier Medical Group Ltd, Oct 18

Great course, very practical. A must for every contract drafter. Good speaker and good presentation.

Claire van den Adel , Junior Legal Counsel , InterXion HeadQuarters B.V. , Oct 18

The speaker was simply excellent.

Sebastian Gruson, Head of Legal Department, Boehringer-Ingelheim RCV GmbH & Co KG, Oct 18