Consolidation notes from BLP Drafting including:
- Top errors to look out for in agreements
- Sample definitions
- Sample clauses
- Where to find precedents
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Spelling. e.g., parties’ names, parties’ addresses, normal words etc
Wrong date
Wrong numbers
Spacing
Indent
Wrong defined term used. e.g., using ‘Supplier’ not ‘Seller’
Capitalisation error
Alphabetical definitions e.g., in Definitions, ‘Price’ should come before ‘Products’
Heading should say what it means
Apostrophe use
Colon/ comma missing
Numbering error
Duplication
Cross-reference errors
In the exam, do this as a table (as you can insert tables in Inspera!)
Location in Agreement Error
Free-form drafting should be the result of this:
Who is to perform the obligation?
What is the obligation to be performed?
When is the obligation to be performed?
Where is the obligation to be performed?
To whom is the obligation to be performed?
What if? What are the consequences of a failure to perform an obligation?
This ensures that you favour the active voice over the passive voice.
N.B. If there is a time limit, make clear whether it is inclusive or exclusive of the first and last days of the period.
‘On or before’ rather than ‘by’
‘After’ or ‘from and excluding’ rather than ‘from’
‘To and including’ (rather than ‘until’) or ‘to but excluding’ (rather than ‘to’)
‘Between’ – state whether exclusive or not
!/!: if you are given a precedent, don’t necessarily trust it, i.e., if something is irrelevant, take it out!
Clause Type of information you might need to include Sample drafting
!/!: these are merely samples from the SGS so the Defined Terms and the client instructions will
change and will need to be reflected!
Schedules Part of agreement? “The Schedule forms part of this Agreement and shall have the same force and effect as if set out in
What force / effect shall they have? the body of this Agreement.”
[Price +] Payment Supply of goods/ services: “6 PRICE AND PAYMENT
How much? 6.1. Subject to clause 6.2. below, the Buyer shall pay the Price for the Products within [] days
When should payment be made? following the date of delivery in accordance with clause [] above.
Conditional on invoice?
Payment method?
Where is payment to be made? 6.2. The Supplier shall issue to the Buyer an invoice in respect of the Products delivered pursuant to
clause 4 above within [] days following the date of delivery.
Changes(increase/decrease)?
Notification? 6.3. The Buyer shall pay the Price for the Products delivered pursuant to clause [] by [METHOD]”
Prices inclusive/exclusive VAT?
Additional points:
“in full and cleared funds to the bank account nominated in writing by Supplier.”
Potential defined terms:
Price “The price for the Products is [£[AMOUNT] OR is set out in the [quotation OR order OR
Products price list OR Schedule [NUMBER]].”
Payment Date
“The Supplier shall give the Customer [NUMBER] days’ notice in writing of any rises in the
prices for the Products.”
“The prices are exclusive of
o VAT
o Costs of packaging, insurance and carriage
o Travel, accommodation, subsistence and other reasonable expenses incurred in
connection with the provision of the Services
Which shall be paid by the Customer.
Sponsorship: “4. Sponsorship Fees
Fees? 4.1 The Sponsor shall pay to the Agent on behalf of the Golfer Sponsorship Fees of £32,000 in each
o Payment in advance? twelve-month period of this Agreement.
o In instalments? When?
o Invoice? 4.2 The Sponsor shall pay the Sponsorship Fees in advance in equal quarterly instalments of £8,000.
o Performance bonus?
o Changes? Notification?
4.3 The Sponsor shall pay the first instalment on the Commencement Date and shall pay all
subsequent instalments quarterly thereafter (each a ‘Payment Date’), provided that the Agent has
Potential defined terms: sent an invoice to the Sponsor at least 20 Business Days before the relevant Payment Date.
Sponsorship Fees
Actual Gross Winnings
The Sponsor further agrees to pay the following sums to the Agent on behalf of the Golfer if the
Payment Date
Golfer achieves the placings set out below in any Golfing Event on the European Tour:
4.4.1 1st to 5th place inclusive – 10% of Actual Gross Winnings; and
4.4.2.1 6th to 10th place inclusive – 5% of Actual Gross Winnings.
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