Drafting International Commercial Agreements in English

Course overview

Most international agreements are drafted in the English language irrespective of the nationality of contracting parties. Language errors in the text and unclear and inconcise phrasing causes confusion and can ultimately lead to a dispute if it goes unnoticed. The training is conducted in small groups and is highly practical.

What are the objectives of this programme?

1 Learn how to recognise drafting inaccuracies to effectively re-draft poorly written clauses
2 Draft effective standard clauses that can be used across the organisation to manage exposure to legal risk
3 Understand the principles of using plain English within your contract to reduce uncertainty
4 Focus on agreement structure, linguistic clarity and accuracy to draft with confidence
5 Discover how to avoid over complex sentences and structures to limit the risk of dispute
6 Develop more effective legal writing skills that can be used in all your business communications

Who should attend?

• Lawyers working in industry and government
• Lawyers in banks and financial institutions
• Lawyers in private practice
• Lawyers and corporate executives involved in the drafting of contracts in English

The course will provide an enhanced understanding of Anglo-American drafting techniques and an ability to draft clearly, accurately and unambiguously.

Practical applied training

This programme is a highly interactive skills based course offering in-depth and hands-on training on the understanding, and drafting of international commercial agreements in English. The entire programme is built around practical learning in small groups under the guidance of the expert presenter. Pre-course testing ensures a compatible level of English in the groups. The programme delivered will be adjusted according to the prevailing requirements of the delegates involved. Each participant will receive clear guidelines to structure, formation and content to be used in exercises throughout the programme.

Programme - Day 1

Drafting contracts in clear English

• How to structure clauses
• Using the language of obligation and discretion accurately: shall, may and must
• Avoiding old fashioned language
• Effective use of provisos and exceptions (e.g. "provided that" and "notwithstanding")

Structure and terminology of contracts

• Applying the key elements, terms, phrases and structures
• Preamble
• Recitals
• Performance related clauses
  • Force majeure
  • Liquidated damages
  • Governing law, etc.
• Boilerplate or standard clauses
  • Amendment
  • Assignment
  • Severability, etc.

PRACTICAL EXERCISE: DRAFTING STANDARD CLAUSES IN ENGLISH

During this practical session, participants will apply the principles above to the re-drafting of a range of clauses from international commercial agreements. Both individual and group work exercises will be undertaken with results reviewed in a group forum and constructive feedback and guidance supplied by the expert trainer.

PRACTICAL EXERCISE: LEGAL VOCABULARY

During this session participants will work through exercises both individually and in groups to develop their knowledge of legal vocabulary.

Programme - Day 2

Email and letter writing with precision and clarity

• Different types of written communication and their appropriate use
• Examples of standard opening and closing
• Differences between semi-formal and informal register
• Structuring a letter of advice
• Differences between British and American English

PRACTICAL EXERCISE

The participants will apply the principles above by re-drafting a badly written piece of legal correspondence.

Principles of proof reading legal documents

Participants will carry out exercises in which they have to identify and correct a series of errors in legal correspondence and memoranda including:

• Grammar
• Punctuation
• Spelling

Contract drafting

Following a review of the principles of clear drafting taught during Day 1, the participants will develop these skills further by re-drafting some more complex clauses whilst making necessary amendments to protect the interests of one of the parties.

Legal vocabulary

There will be a series of exercises to develop the knowledge of the participants of legal vocabulary including the differences between British and American English.

Delegate contributions

All participants are invited to bring with them examples of their own work/contracts edited to ensure confidentiality for review by the expert trainer. Constructive feedback will be given in each case. (NB: Because of time constraints, it will not be possible to review entire agreements or extensive sections. Participants are requested to limit their contributions to selected clauses or short sections).

Programme - Day 3

Advanced drafting skills

Participants will be working in small teams to draft a number of clauses from scratch based on written instructions. The clauses will be taken from the following types of agreements:

• License agreement
• Distribution agreement
• Share purchase agreement
• Lease agreement
• Employment agreement

Legal advice

Participants will also write letters of advice in relation to some of the clauses that they have re-drafted during Day 1 and Day 2.

The letters will seek to:

• Summarise the clause
• Point out to what extent the clause as currently drafted is not in the interests of their client
• Explain how the clause should be amended

Grammar

Exercises on the use of prepositions and countable nouns in a legal context.