Legal English Drafting of Contracts Event, 17.Feb.2025

Introduction

Those who deliver written legal advice or draft contract documentation are sometimes criticised for being verbose, obscure, or unhelpful. The criticism can apply whether the person is an external adviser or in-house counsel working alongside the company management team. But, if the job is done effectively, the Lawyers / Advisers can add real commercial value with the written work.

Well drafted legal documents – whether they comprise advice, correspondence, contracts, or other written materials – lead to more successful outcomes: better performing contractors, more satisfied internal and external customers, reduced risks, and smaller liabilities.

Legal English Drafting of Contracts training course will help to develop the skills of in-house and external Lawyers / Advisers, turning them into highly effective written communicators and legal draftsmen. It will highlight why effective English legal writing is important and teach participants how to write well-structured and useful advisory and contractual documents.

Course Objectives of Legal English Drafting of Contracts

• 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

Legal English Drafting of Contracts Course Outlines

Day 1
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

Day 2
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

Day 3
Principles of Contract Drafting

• Why contract drafting skills are important
• Complying with contract law essentials
• Using appropriate contract language
• Contract methodologies, including
  • Bespoke written agreements
  • Using general and special terms and conditions
  • Using Purchase Orders with standard terms and conditions
  • Framework agreements
  • Deeds
  • Letters of intent, Heads of terms and MoUs
• Working with model contracts and templates
• Drafting exercises

Day 4
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
  • Title
  • Parties
  • Recitals
  • Dates
  • Definitions
  • Signatures
  • Attachments, Exhibits and Schedules
• Using Boilerplate clauses, such as
  • Governing law clause
  • Dispute resolution process
  • Contract variation mechanism
  • Confidentiality obligations
  • Assignment and sub-contracting
  • Force Majeure
  • Notices and communication clause
  • Drafting exercises

Day 5
Managing the Negotiated Draft Agreement

• Working with the other parties to the contract
• Analysing their contract clauses for hidden risks
• Negotiating the liability clauses
  • Who bears the risk?
  • Exclusion and limitation of liability
  • Indemnity and insurance clauses
  • Bonds and Guarantees
  • Liquidated damages clauses and penalties
• Using clauses that impose obligations or grant powers or permissions, such as
  • Inspection
  • Default
  • Termination
• Using the concept of “reasonableness”
• Payment and other financial terms
• Drafting exercises