Workshop on Basic Principles of Contract Drafting

Program Overview

A well drafted contract is capable of identifying what is important and truly necessary in the contract while leaving out unnecessary language. Poorly drafted contract uses all kinds of funny phrases and useless „legalese‟ to impress. This makes it difficult for those who will actually work with the contract to understand its provisions and clauses. This program on “Basic Principles of Contract Drafting” will help participants to understand that many contract provisions can be reduced to a minimum, thereby improving it without reducing their effectiveness. The general drafting principles is the part most closely related to grammar and focuses on techniques to keep your contract precise.

For whom:

This program is designed for decision-makers involved in drafting, reviewing and understanding contract terms, Contracts managers, Project & Procurement Professionals, In-house Legal Advisers, Engineers and other technical professionals who are required to prepare technical specifications or proposals for contract drafting.

Learning objectives:

At the end of the program, participants will be able to;

· draft clear and concise contract (reduce ambiguity in contracts);

· use the general writing principles applicable to contract drafting;

· establish the agreement of Offer, Acceptance and Consideration;

· understand the elements of law and contract term and condition;

· evaluate framed agreements, standard terms and clauses in contract drafting; and

· acquire the essential knowledge and skills needed to draft, read and understand contracts

Course Outline:

Day 1: Process of Contract Drafting;

· Elements of Effective Contracts

· Fundamental Policies and Values of Contract Law

· Sources of Contract Law

· General Writing Principles Applicable to Contract Drafting

o Using Defined Terms

Day 2: Contract Principles

· Basic Attributes of the Contractual Relationship

· Overview of Contract Standard Provisions  

· Promises and Conditions

· Warranties

Day 3: Establishing Agreement, Rights and Obligations, Remedies

·  Establishing an Agreement:

o The Offer,

o The Acceptance and Consideration 

· Remedies

Day 4: Planning Ahead for Problems; Contract Interpretation

·  Termination Provisions Section

·  Impracticality of Performance and Frustration of Purpose Section

· Risk Allocation in Contracts Section

· Clauses that Address the Possibility of Future Litigation

Day 5: Other Important Clauses; Assembling Contracts

· Understanding General Clauses Section

· Assignments Section

· Contract Interpretation Issues

· Class Exercises:

· Exercise: Redrafting Skills Exercise

· Exercises: Does a Contract Exist?

· Exercise: Analyzing Promises and Conditions Section

· Exercise: Drafting Termination Provisions Section

Training Methodology

Lectures, discussions, exercises, and case studies will be used to reinforce these teaching/learning methods.