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 rhetorical emphasis, rendering them confusing, risky, and potentially very costly. This course is designed to convey fundamental - but often unconsidered - principles to assist both newly admitted and seasoned attorneys with drafting, analyzing, and interpreting contracts. Unlike many other contract-drafting courses, this course focuses on the manner in which concepts are expressed in a contract, rather than the substance of any provision or contract in particular.
What you will learn
- the importance of language in contracts
- categories of contract language (including language of performance, obligations, prohibitions, discretionary language, representations, acknowledgments, and language of policy)
- the distinction between shall, will, and must
- conditional language
- language of exception and subordination
- the concept of deemed
- references to time
- ambiguities associated with and and or
- legal archaisms
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