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.........................................................................................................................Book DescriptionTaking a modern, fresh and thoroughly practical approach to the skill of drafting, this new book will enable you to apply the very latest drafting techniques and produce razor-sharp commercial contracts.Part of Butterworths Commercial PracticeSeries the book provides expert, hands-on advice, tackling practical problems in drafting and interpreting agreements. The author's unique approach includes clause-by-clause guidance through a detailed commercial agreement:• highlighting problem areas• explaining why the agreement is structured and drafted in a particular way• suggesting best practice, including the use of clear modern English• commenting on problems that can arise in practice, and possible solutionsStep-by-step the book explains the format, structure and content of an effective commercial contract, considers negotiating issues commonly encountered in commercial drafting, how contracts are interpreted by the courts in disputes, and the correct use of legal terms of art. This text is essential reading for all commercial practitioners.The author is an experienced commercial lawyer, who has worked both in industry and private practice, and now runs his own firm, advising mainly high-tech companies in the UK and Europe..........................................................................................................................ContentsChapter 1 - Introduction Chapter 2 - Legal Formalities for a Binding Contract • Summary of this chapter-key points • Introduction • Must the contract be in writing? • Other requirements as to the form of the contract: advantages of deeds • No formalities for execution of contracts under hand • Formalities for execution of deeds by individuals • Formalities for execution of deeds by UK companies • Formalities for execution of deeds and contracts under hand (made under English law) by foreign companies • Checklists for legally-binding contracts • Checklist for formation of the contract • Checklist of matters which might make the contract or its terms unenforceable • Contracts and pre-contractual documents Chapter 3 - The Structure and Format of the Contract • Summary of this chapter-key points • Introduction • Main elements of a typical contract • Date of agreement • Names and addresses of the parties • Recitals • Operative provisions-introductory wording • Definitions • Conditions precedent and subsequent • Sequence of clauses • Schedules • Execution clauses • Signature blocks • Clause numbering • Headings • Engrossments and counterparts • Alternative formats-letter agreements; terms in schedules • Obsolete drafting conventions Chapter 4 - Contract Drafting Techniques • Summary of this chapter-key points • Introduction • Topics to be covered in this chapter • Stating obligations clearly-who, what, when • Indicative and subjunctive • Avoiding jargon and archaic language • Simplest forms • Plain, intelligible style for consumer contracts • Definitions and consistent use of words • Avoiding unnecessary words • Sentence structure and length • Word order and use of punctuation • Conciseness and comprehensiveness • Length of individual clauses • Formatting, use of paragraphs and tabulation • Use of headings • Logical sequence of clauses • Grouping of clauses • Use of schedules Chapter 5 - Basic Commercial/Legal Issues Affecting Contract Drafting • Introduction • Who should the parties be? • Commencement, duration, extension of term • Main commercial obligations • Payment provisions • Warranties • Liability and indemnities • Confidentiality; announcements • Termination and consequences of termination • Law and jurisdiction • Boilerplate clauses • Who signs the contract-are they authorised to do so? Chapter 6 - Interpretation of Contracts by the Courts – Implications for the Daftsman/ Negotiator• Introduction• Intentions of the parties• Relevance of Past court decisions• The terms set out in the contractual documents• Draft of the agreement and deleted provisions• The Parol Evidence Rule, Collateral Contracts and Misrepresentations• The meaning of words used in contract terms• Interpreting express contract terms• Implied Terms• Special rules for exemptions clausesChapter 7 - Legal Terms and Lawyers' Jargon • Introduction • Terms defined by statute • Expressions of time • Other legal terms used in contracts Appendix I - Specimen Contract Appendix II - Law of Property Act 1925 Appendix III - Misrepresentation Act 1967 Appendix IV - Unfair Contract Terms Act 1977 Appendix V - Companies Act 1985 Appendix VI - Law of Property (Miscellaneous Provisions) Act 1989 Appendix VII - Contracts (Applicable Law) Act 1990 Appendix VIII - Law of Property (Miscellaneous Provisions) Act 1994 Appendix IX - Foreign Companies (Execution of Documents) Regulations 1994 (SI 1994/950) Appendix X - Unfair Terms in Consumer Contracts Regulations 1994 (SI 1994/3159) Appendix XI - The 1968 Brussels Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters Index .........................................................................................................................
