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The reduction to writing of an agreed-upon understanding among parties can sometimes be viewed as a cursory step in formalizing a business relationship. Yet the manner in which concepts are expressed on a page is often as important as the concepts themselves. Solid contract-drafting skills are therefore essential tools to any professional who deals with transactions or business relationships. Unfortunately, although contract counterparties might have the best of intentions, many contracts—even those drafted by experienced attorneys and those relating to the most prominent of transactions—are plagued with ambiguities, inconsistencies, unintended imprecision, and “bloat” from unnecessary legalese, rendering them confusing, risky, and potentially very costly.
Select Issues in Drafting Contracts: Analyzing Ambiguities and Contract Boilerplate builds upon PLI’s immensely popular Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider.
The first half of this course will address various contract-drafting topics, including:
- A recap of basic and intermediate drafting concerns
- Attachments to contracts
- Ambiguity relating to modifiers and qualifiers
- Contract interpretation principles
The second half of the course will cover drafting issues relating to contract boilerplate, including provisions concerning the following topics:
- Parties, beneficiaries, and obligees (assignment and delegation, successors and assigns, third-party beneficiaries)
- Interpretation of a contract (amendments, waivers, merger/integration clauses, captions/headings)
- Enforcement of a contract (severability, governing law, forum selection, waiver of jury trial, remedies)
- Other common terms (force majeure, further assurances, transaction costs, notices, counterparts)