Interpretation of Contracts & Drafting of Standard Terms in an Agreement
by Vivek Verma Ι The W.B. National University of Juridical Sciences, Kolkata
The idea of drafting a contract with a general template may sound very easy to any fresh law graduate or even a lay man. It actually is, as long as there is hardly any application of mind and it is done in a mechanical manner. There are several invisible ingredients which go into the raw term sheet or a basic template before the final recipe is ready to be served to the client. Some of the obvious ingredients are, your knowledge and understanding of the subject and business practices prevalent in a particular industry, experience, and foresight as to how the Court may interpret the same.
As a legal professional the first thing you are expected to do is apply your mind, and that is what makes you a true lawyer. A mechanical copy-paste job will always lend you in trouble. Therefore, when you draft an agreement, it is very important to be aware of how a judge would interpret it, if ever, a dispute arises and the agreement hits the court of law. Furthermore, a standard clause couched under the broader head of ‘Miscellaneous’ towards the end of the contract, may not always be standard. There may be significant nuances which can easily skip your attention. Therefore, to avoid any kind of dispute, a smart lawyer will never draft a contract with any loose ends, i.e. a contract which may be subject to several interpretations, in particular the one which may prejudice the interest of his/her client.
The present course aims to give you a very comprehensive understanding of standard clauses in a contract and their interpretation. In addition, it also offers you several drafting techniques for these terms which you can use to suit your need and tweak the interpretation. The course also covers key principles of interpretation of contracts. Above all, the entire course is based on judgments rendered by various courts in Indian and practical learning experiences of legal professionals currently working at some of the reputed law firms in India.
Module 1: Rules for Interpretation of Contracts
- Difference between Contractual Interpretation and Statutory Interpretation;
- Relevance of Contractual Interpretation;
- Approaches to Contractual Interpretation;
- Lord Hoffman’s 5 Principles for Interpretation of Contracts;
- Parol Evidence Rule;
- Pre-contractual Documents;
- Importance of Deleted Words;
- Implied Terms & Business Efficacy Test;
- Specific Provision vis-à-vis General Provision of a Contract;
- Harmonious Construction of Contractual Terms; and
- Placement of Clauses in a Contract
Module 2: Grammatical Rules for Drafting of Contracts
- Approach to Contract Drafting;
- Sentence Construction;
- Grammatical Rules for Drafting;
- Common Homonyms used in Legal Drafting; and
- Common Myths.
Module 3: Term Sheet, Parties, Recital, Definitions, Interpretation
- Term Sheet;
- Cover Sheet, Table, Numbering, Cross-referencing;
- Title and Introduction;
- Definitions; and
Module 4: Representations, Warranties & Disclaimers
- Warranties; and
Module 5: Indemnities, Liabilities, Remedies & Damages
- Limitation of Liabilities;
- Remedies; and
Module 6: Confidentiality, Non-compete, and Non-solicitation
- Confidentiality & Non-disclosure;
- Residual Clause;
- Non-compete; and
Module 7: Intellectual Property Rights
- Intellectual Property ;
- Adverse Action;
- Rights Granted; and
- Employee or Independent Contractor.
Module 8: Dispute Resolution and Jurisdiction
- Dispute Resolution Clause;
- Governing Law; and
Module 9: Termination
- Termination for Cause;
- Termination for Convenience.
Module 10: Miscellaneous/ General Provisions
- Force Majeure;
- Entire Agreement;
- Non-waiver/Exercise of rights.
REGISTRATION AND PAYMENT
A maximum of 50 applicants will be confirmed on first-come-first-serve basis, upon successful payment of the applicable fee on or before the last date of enrollment, i.e., April 30, 2020.
Interested candidates can send their application through an email to email@example.com with the following details:
- full name, as on the student identity card;
- full name of the college/university;
- year you are currently in;
- postal address and contact number for sending certificates; and
- proof of successful payment (receipt/ challan/ screen-shot, etc.)
Course fee is INR 1500 for law students, and INR 2000 for legal professionals. Please contact our course-coordinator, Jaishree Singh for payment details.
ASSESSMENT AND COURSE COMPLETION
The minimum qualifying percentage for clearing the assessment test is 55%.
A candidate discontinuing the course or failing to take the evaluation test will be automatically disqualified from the course upon which no fee shall be refundable to them.
Upon successful completion of the course, the candidates will be issued a ‘Certificate of Completion’ within ten days from the date of declaration of results.
- Last Date for Enrollment: April 30, 2020;
- Course Duration: May 4 – 31, 2020 (4 weeks)
- Evaluation Test: 1st week of June, 2020*
- Declaration of Results: 3rd week of June, 2020*
- Issue of Certificate: 4th week of June, 2020*
*Date to be confirmed later through email.
- Mobile Number : +91 97174 98528
- Email: firstname.lastname@example.org